0001627475-24-000022 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4,790	$ 5,141
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)	133,118,345	137,272,754
Common stock, shares outstanding (in shares)	133,118,345	137,272,754
Treasury stock (in shares)	175,000

Net Income (Loss) per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) per Share

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


	Three Months Ended March 31,
(In thousands, except share and per share data)	2024		2023
Numerator:
Basic: net income	$	18,442	$	17,167
Gain on early extinguishment of debt, net of tax	—		(38,525)
Interest expense related to convertible senior notes, net of tax	640		389
Diluted	$	19,082	$	(20,969)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	136,356,961		132,835,837
Options to purchase common stock	1,204,762		—

Common stock issuable upon exercise of common stock warrants	297,781		—
Common stock issuable in connection with employee stock purchase plan	334,500		—
Common stock issuable in connection with convertible senior notes	5,463,045		3,130,578
Diluted	143,657,049		135,966,415

Net income (loss) per share:
Basic	$	0.14	$	0.13
Diluted	$	0.13	$	(0.15)

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


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	2,020,500	3,628,396
Common stock issuable upon exercise of common stock warrants	—	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	13,370,738	10,619,944
Common stock issuable in connection with employee stock purchase plan	980,231	1,236,008
Common stock issuable in connection with convertible senior notes	—	5,463,045
Total	16,371,469	21,297,393

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Contract with Customer, Asset and Liability

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)	March 31, 2024		December 31, 2023
Trade and client receivables, net of allowance	$	114,403	$	103,061
Contract liabilities
Deferred revenue	13,957		17,361
Deferred revenue (component of other liabilities, noncurrent)	87		790

Fair Value Measurements - Schedule of Unrealized Gain (Loss) on Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value
Less Than 12 Months	$ 279,446	$ 48,036
12 Months or Longer	12,543	15,587
Total	291,989	63,623
Unrealized loss
Less Than 12 Months	(410)	(46)
12 Months or Longer	(51)	(32)
Total	(461)	(78)
Treasury bills
Fair Value
Less Than 12 Months	202,479
12 Months or Longer	0
Total	202,479
Unrealized loss
Less Than 12 Months	(198)
12 Months or Longer	0
Total	(198)
U.S. government securities
Fair Value
Less Than 12 Months	14,757	15,381
12 Months or Longer	2,845	5,182
Total	17,602	20,563
Unrealized loss
Less Than 12 Months	(67)	(15)
12 Months or Longer	(27)	(3)
Total	(94)	(18)
Corporate bonds
Fair Value
Less Than 12 Months	60,900	24,062
12 Months or Longer	560	552
Total	61,460	24,614
Unrealized loss
Less Than 12 Months	(141)	(10)
12 Months or Longer	0	(2)
Total	(141)	(12)
Asset-backed securities
Fair Value
Less Than 12 Months	0	6,598
12 Months or Longer	9,138	7,348
Total	9,138	13,946
Unrealized loss
Less Than 12 Months	0	(20)
12 Months or Longer	(24)	(22)
Total	(24)	(42)
Foreign government and agency securities
Fair Value
Less Than 12 Months	1,310
12 Months or Longer	0
Total	1,310
Unrealized loss
Less Than 12 Months	(4)
12 Months or Longer	0
Total	$ (4)
U.S. agency securities
Fair Value
Less Than 12 Months		1,995
12 Months or Longer		2,505
Total		4,500
Unrealized loss
Less Than 12 Months		(1)
12 Months or Longer		(5)
Total		$ (6)

Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
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

Balance Sheet Components - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Depreciation expense	$ 600	$ 800
Capitalized internal-use software and platform development costs	2,500	2,900
Amortization of internal-use software and platform development costs	2,100	$ 1,200
Stock repurchase program, authorized amount			$ 100,000
Stock repurchased during period, value	67,429
Stock repurchase program, remaining authorized repurchase amount	$ 33,100
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected achievement period for the PSU Performance Condition	23 months
Expected achievement period for the PSU Service Condition	35 months
Share-Based Payment Arrangement, Tranche One \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Share-Based Payment Arrangement, Tranche Two \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased and retired during period, (in shares)	5,000,000
Stock repurchased and retired during period, value	$ 64,800
Shares acquired, average cost per share (in dollars per share)	$ 12.83
Stock repurchased during period, (in shares)	5,046,280
Stock repurchased during period, value	$ 1
Treasury Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares acquired, average cost per share (in dollars per share)	$ 12.22
Stock repurchased during period, (in shares)	175,000
Stock repurchased during period, value	$ 2,138

Segment and Geographical Information - Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 190,937	$ 160,858
Marketplace
Disaggregation of Revenue [Line Items]
Total revenue	164,330	136,676
Enterprise
Disaggregation of Revenue [Line Items]
Total revenue	$ 26,607	$ 24,182

- 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

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.

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+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
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, 2023, which is referred to as the Annual Report, filed with the SEC on February 15, 2024. The condensed consolidated balance sheet as of December 31, 2023 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, 2024. Prior period presentation has been revised to conform to the current period presentation as of March 31, 2024. In 2023, the Company changed the name of its Upwork Enterprise offering to Enterprise Solutions. Concurrently, to align with customer needs and internal decision-making, the Company combined Enterprise Solutions and Managed Services into a suite of Enterprise offerings. To conform to the current period presentation as of March 31, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering in Marketplace revenue.
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 three months ended March 31, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board, which is referred to as the FASB, issued Accounting Standards Update, which is referred to as ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 190,937	$ 160,858
Cost of revenue	44,193	40,427
Gross profit	146,744	120,431
Operating expenses
Research and development	52,916	44,481
Sales and marketing	47,851	65,000
General and administrative	32,001	29,287
Provision for transaction losses	927	6,701
Total operating expenses	133,695	145,469
Income (loss) from operations	13,049	(25,038)
Other income, net	6,722	43,000
Income before income taxes	19,771	17,962
Income tax provision	(1,329)	(795)
Net income	$ 18,442	$ 17,167
Net income (loss) per share:
Basic (in dollars per share)	$ 0.14	$ 0.13
Diluted (in dollars per share)	$ 0.13	$ (0.15)
Weighted-average shares used to compute net income per share
Basic (in shares)	136,356,961	132,835,837
Diluted (in shares)	143,657,049	135,966,415
Other comprehensive income, net of tax:
Net unrealized holding (loss) gain on marketable securities, net	$ (591)	$ 1,923
Total comprehensive income	$ 17,851	$ 19,090

Segment and Geographical Information - Revenue by Geographic Area Based on Billing Address of Freelancers and Clients (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 190,937	$ 160,858
Talent
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	110,183	85,656
Talent \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	27,767	22,460
Talent \| India
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	14,469	11,428
Talent \| Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	14,556	10,366
Talent \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	53,391	41,402
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	80,754	75,202
Clients \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	59,760	55,451
Clients \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 20,994	$ 19,751

- Definition

+ References

+ Details

Segment and Geographical Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment and Geographical Information

The Company operates as one operating and reportable segment for the purpose 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 March 31,
(In thousands)	2024		2023
Marketplace (1)	$	164,330	$	136,676
Enterprise (1)	26,607		24,182
Total revenue	$	190,937	$	160,858

(1) To conform to the current period presentation as of March 31, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering, previously referred to as Upwork Enterprise, in Marketplace revenue.

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 March 31,
(In thousands)	2024		2023
Talent
United States	$	27,767	$	22,460
India	14,469		11,428
Philippines	14,556		10,366
Rest of world (1)	53,391		41,402
Total talent	110,183		85,656
Clients
United States	59,760		55,451
Rest of world (1)	20,994		19,751
Total clients	80,754		75,202
Total revenue	$	190,937	$	160,858

(1) During each of the three months ended March 31, 2024 and 2023, 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.

Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2024 and December 31, 2023.

- 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
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+ Details

Net Income (Loss) per Share - Schedule of Basic and Diluted Net Income Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Basic: net income	$ 18,442	$ 17,167
Gain on early extinguishment of debt, net of tax	0	(38,525)
Interest expense related to convertible senior notes, net of tax	640	389
Diluted	$ 19,082	$ (20,969)
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic (in shares)	136,356,961	132,835,837
Options to purchase common stock (in shares)	1,204,762	0
Common stock issuable upon exercise of common stock warrants (in shares)	297,781	0
Common stock issuable in connection with employee stock purchase plan (in shares)	334,500	0
Common stock issuable in connection with convertible senior notes (in shares)	5,463,045	3,130,578
Diluted (in shares)	143,657,049	135,966,415
Net income (loss) per share:
Basic (in dollars per share)	$ 0.14	$ 0.13
Diluted (in dollars per share)	$ 0.13	$ (0.15)

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and 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 customers, 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 incorporated in the state of Delaware and 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.

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Carrying Value of Debt

The following table presents the carrying value of the Company’s debt obligations as of March 31, 2024 and December 31, 2023:


(In thousands)	March 31, 2024			December 31, 2023
Convertible senior notes	$	360,998		$	360,998
Total debt	360,998			360,998
Less: unamortized debt issuance costs	(4,451)			(4,911)


Debt, noncurrent	$	356,547		$	356,087
Weighted-average interest rate	0.76		%	0.77		%

- 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 - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 24,667	$ 79,641
Restricted cash	4,390	4,390
Funds held in escrow, including funds in transit	222,937	212,387
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 251,994	$ 296,418	$ 286,635	$ 295,231

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value

The following tables summarize the Company’s 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 March 31, 2024 and December 31, 2023:


(In thousands) March 31, 2024	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities

Level I
Money market funds	$	29,125	$	—	$	—	$	29,125	$	29,125	$	—
Treasury bills	256,584		2		(198)		256,388		—		256,388
U.S. government securities	17,695		—		(94)		17,601		—		17,601
Total Level I	303,404		2		(292)		303,114		29,125		273,989
Level II
Commercial paper	31,128		—		—		31,128		—		31,128
Corporate bonds	130,747		102		(141)		130,708		—		130,708
Commercial deposits	16,577		—		—		16,577		—		16,577
Asset-backed securities	9,609		1		(24)		9,586		—		9,586
Foreign government and agency securities	3,950		5		(4)		3,951		—		3,951

Total Level II	192,011		108		(169)		191,950		—		191,950
Total	$	495,415	$	110	$	(461)	$	495,064	$	29,125	$	465,939


(In thousands) December 31, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities

Level I
Money market funds	$	4,782	$	—	$	—	$	4,782	$	4,782	$	—
Treasury bills	291,611		109		—		291,720		13,955		277,765
U.S. government securities	26,213		3		(18)		26,198		—		26,198
Total Level I	322,606		112		(18)		322,700		18,737		303,963
Level II
Commercial paper	35,699		—		—		35,699		—		35,699
Corporate bonds	92,979		189		(12)		93,156		—		93,156
Commercial deposits	15,371		—		—		15,371		—		15,371
Asset-backed securities	14,728		2		(42)		14,688		—		14,688
Foreign government and agency securities	3,075		5		—		3,080		—		3,080
U.S. agency securities	4,506		—		(6)		4,500		—		4,500
Total Level II	166,358		196		(60)		166,494		—		166,494
Total	$	488,964	$	308	$	(78)	$	489,194	$	18,737	$	470,457

Schedule of Unrealized Gain (Loss) on Investments

The following tables summarize, for all debt securities classified as available for sale in an unrealized loss position as of March 31, 2024 and December 31, 2023, 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 March 31, 2024	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss


Treasury bills	$	202,479	$	(198)	$	—	$	—	$	202,479	$	(198)
U.S. government securities	14,757		(67)		2,845		(27)		17,602		(94)
Corporate bonds	60,900		(141)		560		—		61,460		(141)
Asset-backed securities	—		—		9,138		(24)		9,138		(24)

Foreign government and agency securities	1,310		(4)		—		—		1,310		(4)

Total	$	279,446	$	(410)	$	12,543	$	(51)	$	291,989	$	(461)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2023	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss

U.S. government securities	$	15,381	$	(15)	$	5,182	$	(3)	$	20,563	$	(18)
Corporate bonds	24,062		(10)		552		(2)		24,614		(12)
Asset-backed securities	6,598		(20)		7,348		(22)		13,946		(42)

U.S. agency securities	1,995		(1)		2,505		(5)		4,500		(6)
Total	$	48,036	$	(46)	$	15,587	$	(32)	$	63,623	$	(78)

Revenue

3 Months Ended

Mar. 31, 2024

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 March 31, 2024, the Company had approximately $14.0 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. In May 2023, the Company retired its tiered service fee structure for talent and introduced a simplified flat service fee of 10%. This change took effect for new contracts and existing contracts that would have otherwise been subject to a 20% fee under the former tiered service fee model. Contracts under the former tiered service fee model that had a 5% fee retained 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 March 31, 2024, the Company expects to recognize approximately $14.0 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


(In thousands)	March 31, 2024		December 31, 2023
Trade and client receivables, net of allowance	$	114,403	$	103,061
Contract liabilities
Deferred revenue	13,957		17,361
Deferred revenue (component of other liabilities, noncurrent)	87		790

During the three months ended March 31, 2024, 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 months ended March 31, 2024 that was included in deferred revenue as of December 31, 2023 was $9.3 million. Revenue recognized during the three months ended March 31, 2023 that was included in deferred revenue as of December 31, 2022 was $9.1 million.

- 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.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 18,442	$ 17,167

- Definition

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

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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 30
-Subparagraph (b)
-Publisher FASB
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
-Subparagraph (f)
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 60B
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Section 50
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Net Income (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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

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


	Three Months Ended March 31,
(In thousands, except share and per share data)	2024		2023
Numerator:
Basic: net income	$	18,442	$	17,167
Gain on early extinguishment of debt, net of tax	—		(38,525)
Interest expense related to convertible senior notes, net of tax	640		389
Diluted	$	19,082	$	(20,969)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	136,356,961		132,835,837
Options to purchase common stock	1,204,762		—

Common stock issuable upon exercise of common stock warrants	297,781		—
Common stock issuable in connection with employee stock purchase plan	334,500		—
Common stock issuable in connection with convertible senior notes	5,463,045		3,130,578
Diluted	143,657,049		135,966,415

Net income (loss) per share:
Basic	$	0.14	$	0.13
Diluted	$	0.13	$	(0.15)

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

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


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	2,020,500	3,628,396
Common stock issuable upon exercise of common stock warrants	—	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	13,370,738	10,619,944
Common stock issuable in connection with employee stock purchase plan	980,231	1,236,008
Common stock issuable in connection with convertible senior notes	—	5,463,045
Total	16,371,469	21,297,393

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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 Enterprise Solutions 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.

Net Income (Loss) per Share - Schedule of Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	16,371,469	21,297,393
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,020,500	3,628,396
Common stock issuable upon exercise of common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	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	13,370,738	10,619,944
Common stock issuable in connection with employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	980,231	1,236,008
Common stock issuable in connection with convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	5,463,045

Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest income	$ 7.7	$ 5.5

Segment and Geographical Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Revenue by Type of Service

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


	Three Months Ended March 31,
(In thousands)	2024		2023
Marketplace (1)	$	164,330	$	136,676
Enterprise (1)	26,607		24,182
Total revenue	$	190,937	$	160,858

Schedule of 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 March 31,
(In thousands)	2024		2023
Talent
United States	$	27,767	$	22,460
India	14,469		11,428
Philippines	14,556		10,366
Rest of world (1)	53,391		41,402
Total talent	110,183		85,656
Clients
United States	59,760		55,451
Rest of world (1)	20,994		19,751
Total clients	80,754		75,202
Total revenue	$	190,937	$	160,858

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Cash and Cash Equivalents

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 March 31, 2024 and

December 31, 2023 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the three months ended March 31, 2024:


(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	24,667	$	79,641
Restricted cash	4,390		4,390
Funds held in escrow, including funds in transit	222,937		212,387
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	251,994	$	296,418

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Internal-use software and platform development	$	49,522	$	47,096
Leasehold improvements	11,738		11,644
Computer equipment and software	6,807		6,605
Office furniture and fixtures	2,745		2,745
Total property and equipment	70,812		68,090
Less: accumulated depreciation	(43,684)		(40,950)
Property and equipment, net	$	27,128	$	27,140

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Accrued compensation and related benefits	$	14,257	$	25,872
Accrued indirect taxes	13,763		13,171
Accrued vendor expenses	9,568		8,844
Operating lease liability, current	4,918		5,687
Accrued payment processing fees	1,836		2,090
Accrued talent costs	1,701		1,415
Other	639		1,113
Total accrued expenses and other current liabilities	$	46,682	$	58,192

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

The following table presents the carrying value of the Company’s debt obligations as of March 31, 2024 and December 31, 2023:


(In thousands)	March 31, 2024			December 31, 2023
Convertible senior notes	$	360,998		$	360,998
Total debt	360,998			360,998
Less: unamortized debt issuance costs	(4,451)			(4,911)


Debt, noncurrent	$	356,547		$	356,087
Weighted-average interest rate	0.76		%	0.77		%

Convertible Senior Notes Due 2026

In August 2021, the Company issued 0.25% convertible senior notes due 2026, which are referred to as the 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. As of March 31, 2024 and December 31, 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.

For the three months ended March 31, 2024, 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 March 31, 2023, interest expense was $0.4 million, and amortization of the issuance costs was $0.7 million related to the Notes. As of March 31, 2024 and December 31, 2023, the if-converted value of the Notes did not exceed the outstanding principal amount. As of March 31, 2024, the total estimated fair value of the Notes was $315.0 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 issuance of the Notes, the Company entered 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.

- 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
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-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
-SubTopic 20
-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

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 14,257	$ 25,872
Accrued indirect taxes	13,763	13,171
Accrued vendor expenses	9,568	8,844
Operating lease liability, current	4,918	5,687
Accrued payment processing fees	1,836	2,090
Accrued talent costs	1,701	1,415
Other	639	1,113
Total accrued expenses and other current liabilities	$ 46,682	$ 58,192

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
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, 2023, which is referred to as the Annual Report, filed with the SEC on February 15, 2024. The condensed consolidated balance sheet as of December 31, 2023 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, 2024. Prior period presentation has been revised to conform to the current period presentation as of March 31, 2024. In 2023, the Company changed the name of its Upwork Enterprise offering to Enterprise Solutions. Concurrently, to align with customer needs and internal decision-making, the Company combined Enterprise Solutions and Managed Services into a suite of Enterprise offerings. To conform to the current period presentation as of March 31, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering in Marketplace revenue. 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 three months ended March 31, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board, which is referred to as the FASB, issued Accounting Standards Update, which is referred to as ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s consolidated financial statements.

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

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

December 31, 2023 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the three months ended March 31, 2024:


(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	24,667	$	79,641
Restricted cash	4,390		4,390
Funds held in escrow, including funds in transit	222,937		212,387
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	251,994	$	296,418

Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Internal-use software and platform development	$	49,522	$	47,096
Leasehold improvements	11,738		11,644
Computer equipment and software	6,807		6,605
Office furniture and fixtures	2,745		2,745
Total property and equipment	70,812		68,090
Less: accumulated depreciation	(43,684)		(40,950)
Property and equipment, net	$	27,128	$	27,140

For the three months ended March 31, 2024 and 2023, depreciation expense related to property and equipment was $0.6 million and $0.8 million, respectively.

For the three months ended March 31, 2024 and 2023, the Company capitalized $2.5 million and $2.9 million of internal-use software and platform development costs, respectively.

For the three months ended March 31, 2024 and 2023, amortization expense related to the capitalized internal-use software and platform development costs was $2.1 million and $1.2 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Accrued compensation and related benefits	$	14,257	$	25,872
Accrued indirect taxes	13,763		13,171
Accrued vendor expenses	9,568		8,844
Operating lease liability, current	4,918		5,687
Accrued payment processing fees	1,836		2,090
Accrued talent costs	1,701		1,415
Other	639		1,113
Total accrued expenses and other current liabilities	$	46,682	$	58,192

Stockholders’ Equity

2024 PSU Awards

During the three months ended March 31, 2024, the compensation committee of the Company’s board of directors, which is referred to as the compensation committee, approved the grant of performance stock unit awards to certain members of the Company’s leadership team under the Company’s 2018 Equity

Incentive Plan, which are referred to as the 2024 PSU Awards. These awards were granted on March 18, 2024, which is referred to as the PSU Grant Date.

Up to fifty percent of the total number of shares subject to the 2024 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets in the fiscal year ending December 31, 2025 and up to the remaining fifty percent of the total number of shares subject to the 2024 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets in the fiscal year ending December 31, 2026. For each year, the financial performance targets consist of year-over-year revenue growth and adjusted EBITDA margin targets that were established by the compensation committee at the time of grant, which is referred to as the PSU Performance Condition. In order to receive the vested PSUs, a recipient must remain in continuous service with the Company until the compensation committee certifies the achievement of the PSU Performance Condition for the applicable year, which is referred to as the PSU Service Condition. The dates on which such certification takes place are referred to as Certification Dates.

The Company classifies the 2024 PSU Awards as equity awards. Stock-based compensation expense related to the 2024 PSU Awards is a component of operating expenses in the Company’s condensed consolidated statements of operations and comprehensive income and is recognized over the longer of the expected achievement period for the PSU Performance Condition and the PSU Service Condition, which is 23 months and 35 months for the shares eligible to vest under the 2024 PSU Awards based on performance in each of the years ending December 31, 2025 and 2026, respectively. The grant date fair value of the 2024 PSU Awards was determined using the Company’s closing common stock price on the PSU Grant Date multiplied by the number of 2024 PSU Awards that were probable of vesting on the PSU Grant Date. At each reporting date prior to the Certification Dates, the number of 2024 PSU Awards that are probable of vesting will be reassessed and any changes are reflected in stock-based compensation expense for the period.

Share Repurchase Program

During 2023, the Company’s board of directors authorized the repurchase of up to $100.0 million of shares of the Company’s outstanding common stock, which is referred to as the Share Repurchase Program. Repurchases of the Company’s common stock under the Share Repurchase Program may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, or by other methods, at the Company’s discretion, and in accordance with applicable securities laws and other restrictions. The Share Repurchase Program has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions.

During the three months ended March 31, 2024, the Company repurchased and subsequently retired 5.0 million shares of its common stock for an aggregate amount of $64.8 million at an average price of $12.83 per share, including fees associated with the repurchases. In addition, during the three months ended March 31, 2024, the Company repurchased 0.2 million shares of its common stock for an aggregate amount of $2.1 million at an average price of $12.22 per share, including fees associated with the repurchases, that were subsequently retired in April 2024 and recorded as treasury stock in the Company’s condensed consolidated balance sheet as of March 31, 2024. As of March 31, 2024, the Company had $33.1 million available for repurchases under the Share Repurchase Program.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 18,442	$ 17,167
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for transaction losses	796	3,712
Depreciation and amortization	3,146	2,024
Amortization of debt issuance costs	460	716
Accretion of discount on purchases of marketable securities, net	(4,876)	(3,487)
Amortization of operating lease asset	847	800
Tides Foundation common stock warrant expense	188	188
Stock-based compensation expense	16,942	19,900
Gain on early extinguishment of debt	0	(38,945)
Changes in operating assets and liabilities:
Trade and client receivables	(12,389)	1,990
Prepaid expenses and other assets	(2,129)	(1,360)
Operating lease liability	(1,549)	(1,419)
Accounts payable	782	(3,380)
Accrued expenses and other liabilities	(10,897)	(6,855)
Deferred revenue	(4,107)	248
Net cash provided by (used in) operating activities	5,656	(8,701)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(149,876)	(156,128)
Proceeds from maturities of marketable securities	131,772	167,416
Proceeds from sale of marketable securities	26,909	143,709
Purchases of property and equipment	(177)	(158)
Internal-use software and platform development costs	(2,488)	(2,703)
Net cash provided by investing activities	6,140	152,136
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	10,550	17,963
Proceeds from exercises of stock options	106	758
Repurchase of common stock	(66,876)	0
Net cash paid for early extinguishment of debt	0	(170,752)
Net cash used in financing activities	(56,220)	(152,031)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(44,424)	(8,596)
Cash, cash equivalents, and restricted cash—beginning of period	296,418	295,231
Cash, cash equivalents, and restricted cash—end of period	251,994	286,635
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	458	811
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	160	79
Internal-use software and platform development costs incurred but not yet paid	$ 30	$ 57

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade and client receivables, net of allowance	$ 114,403	$ 103,061
Contract liabilities
Deferred revenue	13,957	17,361
Deferred revenue (component of other liabilities, noncurrent)	$ 87	$ 790

Fair Value Measurements and Marketable Securities - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	$ 495,415	$ 488,964
Unrealized Gain	110	308
Unrealized Loss	(461)	(78)
Fair Value	495,064	489,194
Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	29,125	18,737
Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	465,939	470,457
Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	303,404	322,606
Unrealized Gain	2	112
Unrealized Loss	(292)	(18)
Fair Value	303,114	322,700
Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	29,125	18,737
Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	273,989	303,963
Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	192,011	166,358
Unrealized Gain	108	196
Unrealized Loss	(169)	(60)
Fair Value	191,950	166,494
Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	191,950	166,494
Money market funds \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	29,125	4,782
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	29,125	4,782
Money market funds \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	29,125	4,782
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	256,584	291,611
Unrealized Gain	2	109
Unrealized Loss	(198)	0
Fair Value	256,388	291,720
Treasury bills \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	13,955
Treasury bills \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	256,388	277,765
U.S. government securities \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	17,695	26,213
Unrealized Gain	0	3
Unrealized Loss	(94)	(18)
Fair Value	17,601	26,198
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	17,601	26,198
Commercial paper \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	31,128	35,699
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	31,128	35,699
Commercial paper \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Commercial paper \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	31,128	35,699
Corporate bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	130,747	92,979
Unrealized Gain	102	189
Unrealized Loss	(141)	(12)
Fair Value	130,708	93,156
Corporate bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Corporate bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	130,708	93,156
Commercial deposits \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	16,577	15,371
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	16,577	15,371
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	16,577	15,371
Asset-backed securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	9,609	14,728
Unrealized Gain	1	2
Unrealized Loss	(24)	(42)
Fair Value	9,586	14,688
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	9,586	14,688
Foreign government and agency securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	3,950	3,075
Unrealized Gain	5	5
Unrealized Loss	(4)	0
Fair Value	3,951	3,080
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	$ 3,951	3,080
U.S. agency securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost		4,506
Unrealized Gain		0
Unrealized Loss		(6)
Fair Value		4,500
U.S. agency securities \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value		0
U.S. agency securities \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value		$ 4,500

Debt - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended
	Aug. 31, 2021 $ / shares $ / derivative	Aug. 31, 2021 $ / shares $ / derivative	Aug. 31, 2021 tradingDay $ / shares $ / derivative	Aug. 31, 2021 businessDay $ / shares $ / derivative	Aug. 31, 2021 segment $ / shares $ / derivative	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Aug. 05, 2021 $ / shares
Debt Instrument [Line Items]
Total debt						$ 360,998		$ 360,998
Amortization of debt issuance costs						460	$ 716
Convertible Senior Notes
Debt Instrument [Line Items]
Debt, interest rate	0.25%	0.25%	0.25%	0.25%	0.25%
Total debt						$ 360,998		$ 360,998
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 rate						1.51338%
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%
Interest expense, debt, excluding amortization						$ 200	400
Amortization of debt issuance costs						500	$ 700
Convertible Senior Notes \| Call Option
Debt Instrument [Line Items]
Initial cap price (in dollars per share) \| $ / derivative	92.74	92.74	92.74	92.74	92.74
Premium over last reported sale price, percentage		100.00%
Price per share of stock transaction (in dollars per share) \| $ / shares									$ 46.37
Strike price (in dollars per share) \| $ / shares	$ 66.08
Convertible Senior Notes \| Level II
Debt Instrument [Line Items]
Estimated fair value of debt						$ 315,000

Segment and Geographical Information - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		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)		223,251
Issuance of common stock upon exercise of stock options	758			758
Stock-based compensation expense	20,041			20,041
Issuance of common stock for settlement of RSUs (in shares)		872,748
Tides Foundation common stock warrant expense	188			188
Unrealized gain (loss) on marketable securities	1,923				1,923
Net income	17,167					17,167
Ending balance (in shares) at Mar. 31, 2023		133,464,264
Ending balance at Mar. 31, 2023	$ 288,956	$ 13		613,887	(1,162)	(323,782)
Beginning balance (in shares) at Dec. 31, 2023	137,272,754	137,272,754
Beginning balance at Dec. 31, 2023	$ 381,075	$ 14	$ 0	674,918	205	(294,062)
Beginning balance (in shares) at Dec. 31, 2023			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and common stock warrants (in shares)		37,650
Issuance of common stock upon exercise of stock options and common stock warrants	106			106
Stock-based compensation expense	17,085			17,085
Issuance of common stock for settlement of RSUs (in shares)		854,221
Tides Foundation common stock warrant expense	188			188
Repurchase of common stock (in shares)		(5,046,280)	(175,000)
Repurchase of common stock	(67,429)	$ (1)	$ (2,138)	(65,290)
Unrealized gain (loss) on marketable securities	(591)				(591)
Net income	$ 18,442					18,442
Ending balance (in shares) at Mar. 31, 2024	133,118,345	133,118,345
Ending balance at Mar. 31, 2024	$ 348,876	$ 13	$ (2,138)	$ 627,007	$ (386)	$ (275,620)
Ending balance (in shares) at Mar. 31, 2024	(175,000)		(175,000)

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 70,812	$ 68,090
Less: accumulated depreciation	(43,684)	(40,950)
Property and equipment, net	27,128	27,140
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	49,522	47,096
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	11,738	11,644
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	6,807	6,605
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,745	$ 2,745

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023. The following tables summarize the Company’s available-for-


(In thousands) March 31, 2024	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities

Level I
Money market funds	$	29,125	$	—	$	—	$	29,125	$	29,125	$	—
Treasury bills	256,584		2		(198)		256,388		—		256,388
U.S. government securities	17,695		—		(94)		17,601		—		17,601
Total Level I	303,404		2		(292)		303,114		29,125		273,989
Level II
Commercial paper	31,128		—		—		31,128		—		31,128
Corporate bonds	130,747		102		(141)		130,708		—		130,708
Commercial deposits	16,577		—		—		16,577		—		16,577
Asset-backed securities	9,609		1		(24)		9,586		—		9,586
Foreign government and agency securities	3,950		5		(4)		3,951		—		3,951

Total Level II	192,011		108		(169)		191,950		—		191,950
Total	$	495,415	$	110	$	(461)	$	495,064	$	29,125	$	465,939


(In thousands) December 31, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities

Level I
Money market funds	$	4,782	$	—	$	—	$	4,782	$	4,782	$	—
Treasury bills	291,611		109		—		291,720		13,955		277,765
U.S. government securities	26,213		3		(18)		26,198		—		26,198
Total Level I	322,606		112		(18)		322,700		18,737		303,963
Level II
Commercial paper	35,699		—		—		35,699		—		35,699
Corporate bonds	92,979		189		(12)		93,156		—		93,156
Commercial deposits	15,371		—		—		15,371		—		15,371
Asset-backed securities	14,728		2		(42)		14,688		—		14,688
Foreign government and agency securities	3,075		5		—		3,080		—		3,080
U.S. agency securities	4,506		—		(6)		4,500		—		4,500
Total Level II	166,358		196		(60)		166,494		—		166,494
Total	$	488,964	$	308	$	(78)	$	489,194	$	18,737	$	470,457

As of March 31, 2024 and December 31, 2023, the Company’s funds held on behalf of customers were held in interest-bearing cash accounts, which include Level I inputs.

Unrealized Investment Losses


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses March 31, 2024	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss


Treasury bills	$	202,479	$	(198)	$	—	$	—	$	202,479	$	(198)
U.S. government securities	14,757		(67)		2,845		(27)		17,602		(94)
Corporate bonds	60,900		(141)		560		—		61,460		(141)
Asset-backed securities	—		—		9,138		(24)		9,138		(24)

Foreign government and agency securities	1,310		(4)		—		—		1,310		(4)

Total	$	279,446	$	(410)	$	12,543	$	(51)	$	291,989	$	(461)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2023	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss

U.S. government securities	$	15,381	$	(15)	$	5,182	$	(3)	$	20,563	$	(18)
Corporate bonds	24,062		(10)		552		(2)		24,614		(12)
Asset-backed securities	6,598		(20)		7,348		(22)		13,946		(42)

U.S. agency securities	1,995		(1)		2,505		(5)		4,500		(6)
Total	$	48,036	$	(46)	$	15,587	$	(32)	$	63,623	$	(78)

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 March 31, 2024 and December 31, 2023, the decline in fair value of these securities was due to increases in interest rates and not due to credit related factors. As of March 31, 2024 and 2023, 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 other-than-temporarily impaired. The Company did not record any impairment charges with respect to its marketable securities during each of the three months ended March 31, 2024 and 2023.

During the three months ended March 31, 2024 and 2023, interest income, net was $7.7 million and $5.5 million, respectively, and is included in other income, net in the Company’s condensed consolidated statement of operations and comprehensive income.

- 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

Revenue - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	May 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation		$ 14.0
Revenue from contract with customer, service fee	10.00%
Deferred revenue recognized		9.3	$ 9.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation		$ 14.0
Remaining performance obligation recognized thereafter		12 months
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee	20.00%
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee				5.00%

Cover Page	3 Months Ended
Cover Page	Mar. 31, 2024 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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)	133,118,345
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31

Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 360,998
Less: unamortized debt issuance costs	(4,451)	(4,911)
Debt, noncurrent	$ 356,547	$ 356,087
Weighted-average interest rate	0.76%	0.77%
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 360,998

- 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.

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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 24,667	$ 79,641
Marketable securities	465,939	470,457
Funds held in escrow, including funds in transit	222,937	212,387
Trade and client receivables – net of allowance of $4,790 and $5,141 as of March 31, 2024 and December 31, 2023, respectively	114,403	103,061
Prepaid expenses and other current assets	20,073	17,825
Total current assets	848,019	883,371
Property and equipment, net	27,128	27,140
Goodwill	118,219	118,219
Intangible assets, net	2,656	3,048
Operating lease asset	3,486	4,333
Other assets, noncurrent	1,311	1,430
Total assets	1,000,819	1,037,541
Current liabilities
Accounts payable	5,916	5,063
Escrow funds payable	222,937	212,387
Accrued expenses and other current liabilities	46,682	58,192
Deferred revenue	13,957	17,361
Total current liabilities	289,492	293,003
Debt, noncurrent	356,547	356,087
Operating lease liability, noncurrent	5,308	6,088
Other liabilities, noncurrent	596	1,288
Total liabilities	651,943	656,466
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 133,118,345 and 137,272,754 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	13	14
Treasury stock, at cost; $175,000 shares as of March 31, 2024	(2,138)	0
Additional paid-in capital	627,007	674,918
Accumulated other comprehensive income (loss)	(386)	205
Accumulated deficit	(275,620)	(294,062)
Total stockholders’ equity	348,876	381,075
Total liabilities and stockholders’ equity	$ 1,000,819	$ 1,037,541