0001627475-21-000040 | 10-Q | XBRL Viewer

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Cover Page	9 Months Ended
Cover Page	Sep. 30, 2021 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
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)	128,233,545
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 600,077	$ 94,081
Marketable securities	96,764	75,570
Funds held in escrow, including funds in transit	172,691	135,042
Trade and client receivables – net of allowance of $2,274 and $1,661 as of September 30, 2021 and December 31, 2020, respectively	58,231	47,018
Prepaid expenses and other current assets	12,156	9,090
Total current assets	939,919	360,801
Property and equipment, net	22,344	28,139
Goodwill	118,219	118,219
Intangible assets, net	0	667
Operating lease asset	12,736	19,729
Other assets, noncurrent	1,269	1,672
Total assets	1,094,487	529,227
Current liabilities
Accounts payable	3,370	6,455
Escrow funds payable	172,691	135,042
Debt, current	0	7,581
Accrued expenses and other current liabilities	45,048	32,868
Deferred revenue	20,742	16,801
Total current liabilities	241,851	198,747
Debt, noncurrent	560,559	3,142
Operating lease liability, noncurrent	18,075	20,506
Other liabilities, noncurrent	9,169	7,522
Total liabilities	829,654	229,917
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 128,233,545 and 124,795,222 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	13	12
Additional paid-in capital	493,328	494,122
Accumulated deficit	(228,508)	(194,824)
Total stockholders’ equity	264,833	299,310
Total liabilities and stockholders’ equity	$ 1,094,487	$ 529,227

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,274	$ 1,661
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)	128,233,545	124,795,222
Common stock, shares outstanding (in shares)	128,233,545	124,795,222

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 128,141	$ 96,748	$ 365,941	$ 267,475
Cost of revenue	34,933	26,596	98,457	75,489
Gross profit	93,208	70,152	267,484	191,986
Operating expenses
Research and development	30,873	20,833	85,610	60,728
Sales and marketing	43,192	33,577	128,613	98,695
General and administrative	26,083	18,047	81,969	52,973
Provision for transaction losses	1,377	724	3,701	2,654
Total operating expenses	101,525	73,181	299,893	215,050
Loss from operations	(8,317)	(3,029)	(32,409)	(23,064)
Interest expense	746	152	1,055	640
Other (income) expense, net	222	(452)	161	31
Loss before income taxes	(9,285)	(2,729)	(33,625)	(23,735)
Income tax provision	(26)	(18)	(59)	(57)
Net loss	$ (9,311)	$ (2,747)	$ (33,684)	$ (23,792)
Net loss per share, basic (in dollars per share)	$ (0.07)	$ (0.02)	$ (0.27)	$ (0.20)
Net loss per share, diluted (in dollars per share)	$ (0.07)	$ (0.02)	$ (0.27)	$ (0.20)
Weighted-average shares used to compute new loss per share, basic (in shares)	127,914,696	120,680,797	126,651,490	117,120,815
Weighted-average shares used to compute new loss per share, diluted (in shares)	127,914,696	120,680,797	126,651,490	117,120,815

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019		113,604,398
Beginning balance at Dec. 31, 2019	$ 259,424	$ 11	$ 431,370	$ (171,957)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		6,744,484
Issuance of common stock upon exercise of stock options	23,343	$ 1	23,342
Stock-based compensation expense	18,927		18,927
Issuance of common stock for settlement of RSUs (in shares)		1,162,183
Tides Foundation common stock warrant expense and other	1,011		1,011
Issuance of common stock in connection with employee stock purchase plan (in shares)		264,244
Issuance of common stock in connection with employee stock purchase plan	2,661		2,661
Net loss	(23,792)			(23,792)
Ending balance (in shares) at Sep. 30, 2020		121,775,309
Ending balance at Sep. 30, 2020	281,574	$ 12	477,311	(195,749)
Beginning balance (in shares) at Jun. 30, 2020		119,267,694
Beginning balance at Jun. 30, 2020	270,143	$ 12	463,133	(193,002)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		2,096,934
Issuance of common stock upon exercise of stock options	7,333		7,333
Stock-based compensation expense	6,734		6,734
Issuance of common stock for settlement of RSUs (in shares)		410,681
Tides Foundation common stock warrant expense and other	111		111
Net loss	(2,747)			(2,747)
Ending balance (in shares) at Sep. 30, 2020		121,775,309
Ending balance at Sep. 30, 2020	281,574	$ 12	477,311	(195,749)
Beginning balance (in shares) at Dec. 31, 2020		124,795,222
Beginning balance at Dec. 31, 2020	299,310	$ 12	494,122	(194,824)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		1,899,902
Issuance of common stock upon exercise of stock options	6,636	$ 1	6,635
Stock-based compensation expense	38,743		38,743
Issuance of common stock for settlement of RSUs (in shares)		1,302,963
Tides Foundation common stock warrant expense and other	533		533
Issuance of common stock in connection with employee stock purchase plan (in shares)		235,458
Issuance of common stock in connection with employee stock purchase plan	2,688		2,688
Purchases of capped calls related to convertible senior notes	(49,393)		(49,393)
Net loss	(33,684)			(33,684)
Ending balance (in shares) at Sep. 30, 2021		128,233,545
Ending balance at Sep. 30, 2021	264,833	$ 13	493,328	(228,508)
Beginning balance (in shares) at Jun. 30, 2021		127,616,789
Beginning balance at Jun. 30, 2021	308,528	$ 13	527,712	(219,197)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		224,785
Issuance of common stock upon exercise of stock options	909		909
Stock-based compensation expense	13,917		13,917
Issuance of common stock for settlement of RSUs (in shares)		391,971
Tides Foundation common stock warrant expense and other	183		183
Issuance of common stock in connection with employee stock purchase plan (in shares)		0
Issuance of common stock in connection with employee stock purchase plan	0		0
Purchases of capped calls related to convertible senior notes	(49,393)		(49,393)
Net loss	(9,311)			(9,311)
Ending balance (in shares) at Sep. 30, 2021		128,233,545
Ending balance at Sep. 30, 2021	$ 264,833	$ 13	$ 493,328	$ (228,508)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (33,684)	$ (23,792)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for transaction losses	3,004	2,654
Depreciation and amortization	8,187	7,444
Amortization of debt issuance costs	441	43
Amortization of premium (accretion of discount) of purchases of marketable securities, net	103	(311)
Amortization of operating lease asset	2,712	2,927
Tides Foundation common stock warrant expense	563	564
Stock-based compensation expense	38,666	19,527
Impairment expense	7,389	0
Changes in operating assets and liabilities:
Trade and client receivables	(13,967)	(12,490)
Prepaid expenses and other assets	(2,163)	(284)
Operating lease liability	114	(1,420)
Accounts payable	(3,188)	5,087
Accrued expenses and other liabilities	9,987	10,448
Deferred revenue	5,120	3,015
Net cash provided by operating activities	23,284	13,412
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(108,828)	(70,215)
Proceeds from maturities of marketable securities	87,500	89,000
Purchases of property and equipment	(565)	(6,210)
Internal-use software and platform development costs	(4,221)	(5,567)
Net cash provided by (used in) investing activities	(26,114)	7,008
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	37,649	19,409
Proceeds from exercises of stock options	6,636	23,343
Proceeds from employee stock purchase plan	2,688	2,661
Proceeds from borrowings on debt	0	18,000
Repayment of debt	(10,750)	(23,729)
Proceeds from issuance of convertible senior notes	575,000	0
Payment of debt issuance costs	(14,855)	0
Purchases of capped calls related to convertible senior notes	(49,393)	0
Net cash provided by financing activities	546,975	39,684
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	544,145	60,104
Cash, cash equivalents, and restricted cash—beginning of period	232,463	159,603
Cash, cash equivalents, and restricted cash—end of period	776,608	219,707
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	347	640
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	251	395
Internal-use software and platform development costs incurred but not yet paid	$ 118	$ 0

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as freelancers, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is currently 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.

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
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, 2020, which is referred to as the Annual Report, filed with the SEC on February 24, 2021. The condensed consolidated balance sheet as of December 31, 2020 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 to present fairly 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, 2021. 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 doubtful accounts; 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 shifted to a flexible work model for its workforce and is evaluating its current need for office space. During the nine months ended September 30, 2021, the Company executed a sub-sublease agreement to sublease the entirety of its former headquarters in Santa Clara, California. As a result, during the nine months ended September 30, 2021, the Company incurred an impairment charge of $7.4 million related to the associated operating lease asset and property and equipment. The Company may determine to either close or sublease certain of its other offices, either of which may result in further impairment charges. See “Note 5—Balance Sheet Components” for additional information regarding this impairment. Notwithstanding the foregoing, 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. Recently Adopted Accounting Pronouncements 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, except as noted below. In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, this guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard as of January 1, 2021 and applied this guidance to the convertible senior notes issued in August 2021. Refer to “Note 7—Debt” for additional information. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all accounting pronouncements issued during the nine months ended September 30, 2021 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Revenue

9 Months Ended

Sep. 30, 2021

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 September 30, 2021, the Company had approximately $26.1 million of remaining performance obligations. The Company’s remaining performance obligations consist of transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with freelancers subject to tiered service fees, subscriptions, memberships, “Connects” (virtual tokens that allow freelancers to bid on projects on the Company’s platform), and certain incentive payments made to the Company by payment processors. As of September 30, 2021, the Company expects to recognize approximately $20.7 million over the next 12 months, with the remaining balance recognized thereafter.

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

Contract Balances

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


	September 30, 2021		December 31, 2020
Trade and client receivables, net of allowance	$	58,231	$	47,018
Contract liabilities
Deferred revenue	20,742		16,801
Deferred revenue (component of other liabilities, noncurrent)	5,356		4,177

During the three and nine months ended September 30, 2021, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with freelancers subject to tiered service fees and related allocation of transaction price to material rights.

Revenue recognized during the three and nine months ended September 30, 2021 that was included in deferred revenue as of June 30, 2021 and December 31, 2020 was $6.6 million and $14.0 million, respectively. Revenue recognized during the three and nine months ended September 30, 2020 that was included in deferred revenue as of June 30, 2020 and December 31, 2019 was $5.2 million and $10.9 million, respectively.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

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 September 30, 2021 and December 31, 2020. The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):


	September 30, 2021
	Level I		Level II		Level III		Total
Cash equivalents
Money market funds	$	578,138	$	—	$	—	$	578,138

Marketable securities
Commercial paper	—		63,721		—		63,721

U.S. government securities	9,981		—		—		9,981
Corporate bonds	—		14,652		—		14,652
Asset-backed securities	—		8,411		—		8,411
Total financial assets	$	588,119	$	86,784	$	—	$	674,903


	December 31, 2020
	Level I		Level II		Level III		Total
Cash equivalents
Money market funds	$	65,723	$	—	$	—	$	65,723
Commercial paper	—		5,999		—		5,999
Marketable securities
Commercial paper	—		50,965		—		50,965
Treasury Bills	4,499		—		—		4,499
U.S. government securities	20,106		—		—		20,106
Total financial assets	$	90,328	$	56,964	$	—	$	147,292

For each of the three and nine months ended September 30, 2021 and 2020, the gross unrealized gains and losses on the Company’s marketable securities were immaterial. As of September 30, 2021 and 2020, 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. As such, the Company did not record any impairment charges with respect to its marketable securities during each of the three and nine months ended September 30, 2021 and 2020.

As of December 31, 2020, the Company had debt obligations outstanding of $10.8 million under the Company’s Loan and Security Agreement, as amended, which is referred to as the Loan Agreement. As of September 30, 2021, the Loan Agreement had been terminated and no amounts thereunder were outstanding. See “Note 7—Debt” for additional information. The Company considered the balances outstanding under the Loan Agreement to be Level II liabilities as of December 31, 2020.

- 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

Balance Sheet Components

9 Months Ended

Sep. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

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

The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	600,077	$	94,081
Restricted cash	3,840		3,340
Funds held in escrow, including funds in transit	172,691		135,042
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	776,608	$	232,463

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Computer equipment and software	$	5,321	$	4,819
Internal-use software and platform development	24,781		20,727
Leasehold improvements	11,752		14,613
Office furniture and fixtures	3,353		3,354
Total property and equipment	45,207		43,513
Less: accumulated depreciation	(22,863)		(15,374)
Property and equipment, net	$	22,344	$	28,139

For the three months ended September 30, 2021 and 2020, depreciation expense related to property and equipment was $0.8 million and $1.0 million, respectively. For the nine months ended September 30, 2021 and 2020, depreciation expense related to property and equipment was $2.8 million and $2.5 million, respectively.

For the three months ended September 30, 2021 and 2020, the Company capitalized $0.7 million and $2.3 million of internal-use software and platform development costs, respectively. For the nine months ended September 30, 2021 and 2020, the Company capitalized $4.1 million and $5.6 million of internal-use software and platform development costs, respectively.

For the three months ended September 30, 2021 and 2020, amortization expense related to the capitalized internal-use software and platform development costs was $1.6 million and $1.0 million, respectively. For the nine months ended September 30, 2021 and 2020, amortization expense related to the capitalized internal-use software and platform development costs was $4.7 million and $3.0 million, respectively.

In 2021, the Company shifted to a flexible work model for its workforce and is evaluating its current need for office space. In April 2021, the Company executed a sub-sublease agreement to sublease the entirety of its former headquarters in Santa Clara, California. The sub-sublease agreement became effective in May 2021 upon receipt of the consent of the Company’s landlord and master lessor. The term of the sub-sublease commenced on June 1, 2021 and expires on May 31, 2024 unless terminated earlier in accordance therewith. Rent payments begin on January 1, 2022 and approximate $0.1 million per month. Rent payments will be recorded within general and administrative expenses within the Company’s condensed consolidated statements of operations. Neither party has the option to renew or extend the sub-sublease agreement.

Under the sub-sublease agreement, the Company is not relieved of its original obligation with the master lessor that expires on October 15, 2028. The Company determined the sub-sublease agreement is an operating lease, which is consistent with the classification of the original sublease with the master lessor. As a result of the execution of the sub-sublease agreement, the Company determined that indicators of impairment existed with respect to the asset group that consisted of the Santa Clara office operating lease asset and associated leasehold improvements, furniture

and fixtures, and hardware. Accordingly, the Company conducted an impairment test to assess whether the fair value of the asset group was lower than its carrying value. The results of the impairment test indicated that the fair value of the asset group was lower than its carrying value. The Company determined the fair value of the asset group using the discounted cash flow method. The assumptions used in the discounted cash flow analysis included projected sublease income over the remaining term of the original sublease with the master lessor, expected downtime prior to the commencement of future subleases, and a discount rate the Company believes reflects the level of risk associated with these future cash flows. The Company considers these assumptions to be Level III inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.”

During the nine months ended September 30, 2021, the Company recorded an impairment charge of $7.4 million, of which $4.3 million was allocated to the Santa Clara office operating lease asset, $2.9 million was allocated to the associated leasehold improvements, and $0.2 million was allocated to the associated furniture and fixtures and hardware. The Company recorded this impairment charge within general and administrative expenses within its condensed consolidated statement of operations for the nine months ended September 30, 2021.

Intangible Assets, Net

All of the Company’s identifiable intangible assets were fully amortized as of March 31, 2021. For the three months ended September 30, 2020, amortization expense of intangible assets was $0.7 million. For the nine months ended September 30, 2021 and 2020, amortization expense of intangible assets was $0.7 million and $2.0 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Accrued compensation and related benefits	$	17,896	$	14,007
Accrued freelancer costs	1,335		1,235
Accrued indirect taxes	3,166		3,818
Accrued vendor expenses	13,847		8,662
Accrued payment processing fees	2,005		1,219
Operating lease liability, current	6,270		3,725
Other	529		202
Total accrued expenses and other current liabilities	$	45,048	$	32,868

Stockholders’ Equity

On January 18, 2021, which is referred to as the CEO Award Grant Date, the compensation committee of the board of directors of the Company approved a stock option grant, which is referred to as the CEO Award, exercisable for up to 1,500,000 shares of the Company’s common stock to Hayden Brown, the Company’s President and Chief Executive Officer, under the Company’s 2018 Employee Incentive Plan, which is referred to as the 2018 EIP. The CEO Award is subject to a service-based vesting requirement, which is referred to as the Service Condition, and a performance-based vesting requirement, which is referred to as the Market Condition. In order for any shares subject to the CEO Award to be exercisable, both the Service Condition and the Market Condition must be satisfied with respect to such shares. The CEO Award vests with respect to the Service Condition in sixteen equal quarterly installments following the CEO Award Grant Date, subject to Ms. Brown’s continuous service to the Company as Chief Executive Officer, Executive Chairperson, or any C-level officer position. The CEO Award vests with respect to the Market Condition upon the achievement of certain volume weighted-average common stock price targets measured over any consecutive 90-day period between the CEO Award Grant Date and April 18, 2026. The 90-day volume weighted-average common stock price targets, and the number of shares of the CEO Award that become

vested with respect to the Market Condition upon the achievement of each such target, are reflected in the following table:


Stock Price						Number of Shares Vested
$60						100,000
$70						200,000
$80						300,000
$90						400,000
$100						500,000

Stock-based compensation expense associated with the CEO Award will be recognized over the longer of the expected achievement period for the Market Condition and the Service Condition. The Market Condition period and the valuation of each tranche of the CEO Award were determined using a Monte Carlo simulation. Stock-based compensation expense for the CEO Award is recorded as a component of general and administrative expense in the Company’s condensed consolidated statement of operations. In the event the Market Condition is met prior to the expected achievement period, any then-unrecognized compensation expense associated with the shares that have vested with respect to both the Market Condition and the Service Condition will be recognized immediately in the Company’s condensed consolidated statements of operations.

For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $3.0 million and $8.3 million, respectively, related to the CEO Award. As of September 30, 2021, total unrecognized stock-based compensation cost was $20.5 million, which is expected to be recognized over a weighted-average period of 2.0 years.

On February 17, 2021, which is referred to as the PSU Grant Date, the compensation committee of the board of directors of the Company approved performance stock unit awards, which are referred to as PSU Awards, to certain members of the Company’s leadership team under the 2018 EIP. The number of performance stock units, which are referred to as PSUs, that are earned by the recipients, which is referred to as Earned PSUs, will be determined based on the Company’s revenue achievement during fiscal year 2021, which is referred to as the PSU Performance Condition. Upon attainment of the PSU Performance Condition, the Earned PSUs will be subject to a time-based vesting requirement conditioned on the recipient of the PSU Award continuing to provide service to the Company for four years from the PSU Grant Date, which is referred to as the PSU Service Condition. The Earned PSUs will vest with respect to 25% of the Earned PSUs on the one-year anniversary of the PSU Grant Date and 1/16th of the Earned PSUs on a quarterly basis thereafter.

Stock-based compensation expense associated with the PSU Awards is a component of operating expenses in the Company’s condensed consolidated statements of operations and will be recognized over the longer of the expected achievement period for the PSU Performance Condition and the PSU Service Condition. The grant date fair value of the PSU Awards was determined using the Company’s closing common stock price on the PSU Grant Date multiplied by the number of PSUs that were probable of being earned on the PSU Grant Date. At each interim reporting date prior to the date on which the compensation committee of the board of directors certifies the PSU Performance Condition, the number of PSUs that are probable of being earned is reassessed and any changes are reflected in the total stock-based compensation expense associated with the PSU Awards.

During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $0.9 million and $2.2 million related to the PSU Awards. As of September 30, 2021, total unrecognized stock-based compensation cost was $4.1 million, which is expected to be recognized over a weighted-average period of 1.9 years.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
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 September 30, 2021 and December 31, 2020, the Company had three irrevocable letters of credit outstanding in the aggregate amounts of $0.8 million and $1.0 million, respectively. 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 September 30, 2021 and December 31, 2020. 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 September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 31, 2020. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Upwork Enterprise and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision.

Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt

The following table presents the carrying value of the Company’s debt obligations as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021			December 31, 2020
Convertible Senior Notes	$	575,000		$	—
First Term Loan	—			6,250
Second Term Loan	—			4,500

Total debt	575,000			10,750
Less: unamortized debt issuance costs	(14,441)			(27)
Balance	560,559			10,723
Debt, current	—			(7,581)
Debt, noncurrent	$	560,559		$	3,142
Weighted-average interest rate	0.76		%	5.64		%

Term Debt

Under the Loan Agreement, the aggregate amount of the facility was up to $49.0 million, consisting of a term loan in the original principal amount of $15.0 million, which is referred to as the First Term Loan, a term loan in the original principal amount of $9.0 million, which is referred to as the Second Term Loan, and, together with the First Term Loan, as the Term Loans, and a revolving line of credit, which permitted borrowings of up to $25.0 million subject to customary conditions.

On August 5, 2021, the Company entered into an agreement, which is referred to as the Payoff Agreement, with its lender to fully repay the remaining outstanding principal amounts plus accrued and unpaid interest outstanding under its Term Loans and terminate the Loan Agreement. There were no amounts outstanding under the Company’s revolving line of credit as of August 5, 2021. Pursuant to the Payoff Agreement, the full repayment of the Term Loans amounted to $5.8 million, and as of August 5, 2021, the Loan Agreement, including the Term Loans and revolving line of credit, was terminated. As of September 30, 2021, no amounts remained outstanding under the Loan Agreement. The Company was in compliance with its covenants under the Loan Agreement as of August 5, 2021 and December 31, 2020.

During the three and nine months ended September 30, 2021, the Company repaid $3.8 million and $6.3 million related to the First Term Loan, respectively, and $3.2 million and $4.5 million related to the Second Term Loan, respectively. During the three and nine months ended September 30, 2020, the Company repaid $1.3 million and $3.8 million related to the First Term Loan, respectively, and $0.6 million and $1.9 million related to the Second Term Loan, respectively. As of December 31, 2020, no amounts were outstanding on the Company’s revolving line of credit.

Convertible Senior Notes

On August 10, 2021, the Company issued, at par value, $575.0 million aggregate principal amount of 0.25% convertible senior notes due 2026, which are referred to as the Notes. The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Notes to purchase an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and Wells Fargo Bank, National Association, as trustee. 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.

The Notes are senior, unsecured obligations of the Company and will bear interest at a rate of 0.25% per year. Interest will accrue from August 10, 2021 and will be 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) 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 below, and (ii) 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:

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

•during the five consecutive business day period after any five consecutive trading day period, which is referred to as the Measurement Period, in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

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

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

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

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

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

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

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

For the three and nine months ended September 30, 2021, interest expense related to the Notes and amortization of the issuance costs was $0.6 million. The effective interest rate for the three and nine months ending September 30, 2021 was approximately 0.78%. As of September 30, 2021, the if-converted value of the Notes did not exceed the outstanding principal amount. As of September 30, 2021, the total estimated fair value of the Notes was $588.8 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.”

Capped Calls

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

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

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

- 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

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+ Details

Net Loss per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator:
Net loss	$	(9,311)	$	(2,747)	$	(33,684)	$	(23,792)


Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	127,914,696		120,680,797		126,651,490		117,120,815

Net loss per share, basic and diluted	$	(0.07)	$	(0.02)	$	(0.27)	$	(0.20)

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


	As of September 30,
	2021	2020
Options to purchase common stock	4,402,667	7,744,337
Common stock issuable upon exercise of common stock warrants	400,000	450,000
Common stock issuable upon vesting of restricted stock units	4,663,447	5,983,872
Common stock issuable in connection with employee stock purchase plan	262,029	898,426
Common stock issuable in connection with convertible senior notes	8,701,935	—
Total	18,430,078	15,076,635

Segment and Geographical Information

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment and Geographical Information

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Marketplace	$	117,783	$	88,040	$	336,913	$	241,286
Managed services	10,358		8,708		29,028		26,189
Total revenue	$	128,141	$	96,748	$	365,941	$	267,475

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Freelancers
United States	$	18,429	$	15,832	$	55,308	$	44,129
India	11,109		8,796		31,430		24,148
Philippines	8,602		5,995		23,668		16,436
Rest of world	37,046		28,120		107,112		78,308
Total freelancers	75,186		58,743		217,518		163,021
Clients
United States	39,661		28,861		110,275		76,174
Rest of world	13,294		9,144		38,148		28,280
Total clients	52,955		38,005		148,423		104,454
Total revenue	$	128,141	$	96,748	$	365,941	$	267,475

Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2021 and December 31, 2020.

- 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.

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-Topic 280
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
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, 2020, which is referred to as the Annual Report, filed with the SEC on February 24, 2021. The condensed consolidated balance sheet as of December 31, 2020 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 to present fairly 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, 2021.
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 doubtful accounts; 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.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements 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, except as noted below. In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, this guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard as of January 1, 2021 and applied this guidance to the convertible senior notes issued in August 2021. Refer to “Note 7—Debt” for additional information. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all accounting pronouncements issued during the nine months ended September 30, 2021 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.
Fair Value Measurements	The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: •Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; •Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and •Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

Revenue (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Contract with Customer, Asset and Liability


	September 30, 2021		December 31, 2020
Trade and client receivables, net of allowance	$	58,231	$	47,018
Contract liabilities
Deferred revenue	20,742		16,801
Deferred revenue (component of other liabilities, noncurrent)	5,356		4,177

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value

The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):


	September 30, 2021
	Level I		Level II		Level III		Total
Cash equivalents
Money market funds	$	578,138	$	—	$	—	$	578,138

Marketable securities
Commercial paper	—		63,721		—		63,721

U.S. government securities	9,981		—		—		9,981
Corporate bonds	—		14,652		—		14,652
Asset-backed securities	—		8,411		—		8,411
Total financial assets	$	588,119	$	86,784	$	—	$	674,903


	December 31, 2020
	Level I		Level II		Level III		Total
Cash equivalents
Money market funds	$	65,723	$	—	$	—	$	65,723
Commercial paper	—		5,999		—		5,999
Marketable securities
Commercial paper	—		50,965		—		50,965
Treasury Bills	4,499		—		—		4,499
U.S. government securities	20,106		—		—		20,106
Total financial assets	$	90,328	$	56,964	$	—	$	147,292

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Cash and Cash Equivalents


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	600,077	$	94,081
Restricted cash	3,840		3,340
Funds held in escrow, including funds in transit	172,691		135,042
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	776,608	$	232,463

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Computer equipment and software	$	5,321	$	4,819
Internal-use software and platform development	24,781		20,727
Leasehold improvements	11,752		14,613
Office furniture and fixtures	3,353		3,354
Total property and equipment	45,207		43,513
Less: accumulated depreciation	(22,863)		(15,374)
Property and equipment, net	$	22,344	$	28,139

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Accrued compensation and related benefits	$	17,896	$	14,007
Accrued freelancer costs	1,335		1,235
Accrued indirect taxes	3,166		3,818
Accrued vendor expenses	13,847		8,662
Accrued payment processing fees	2,005		1,219
Operating lease liability, current	6,270		3,725
Other	529		202
Total accrued expenses and other current liabilities	$	45,048	$	32,868

Summary of Activity under Stock Option Plans

The 90-day volume weighted-average common stock price targets, and the number of shares of the CEO Award that become

vested with respect to the Market Condition upon the achievement of each such target, are reflected in the following table:


Stock Price						Number of Shares Vested
$60						100,000
$70						200,000
$80						300,000
$90						400,000
$100						500,000

Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Summary of Carrying Value of Debt

The following table presents the carrying value of the Company’s debt obligations as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021			December 31, 2020
Convertible Senior Notes	$	575,000		$	—
First Term Loan	—			6,250
Second Term Loan	—			4,500

Total debt	575,000			10,750
Less: unamortized debt issuance costs	(14,441)			(27)
Balance	560,559			10,723
Debt, current	—			(7,581)
Debt, noncurrent	$	560,559		$	3,142
Weighted-average interest rate	0.76		%	5.64		%

- 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

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

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

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator:
Net loss	$	(9,311)	$	(2,747)	$	(33,684)	$	(23,792)


Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	127,914,696		120,680,797		126,651,490		117,120,815

Net loss per share, basic and diluted	$	(0.07)	$	(0.02)	$	(0.27)	$	(0.20)

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

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


	As of September 30,
	2021	2020
Options to purchase common stock	4,402,667	7,744,337
Common stock issuable upon exercise of common stock warrants	400,000	450,000
Common stock issuable upon vesting of restricted stock units	4,663,447	5,983,872
Common stock issuable in connection with employee stock purchase plan	262,029	898,426
Common stock issuable in connection with convertible senior notes	8,701,935	—
Total	18,430,078	15,076,635

Segment and Geographical Information (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Revenue by Type of Service

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Marketplace	$	117,783	$	88,040	$	336,913	$	241,286
Managed services	10,358		8,708		29,028		26,189
Total revenue	$	128,141	$	96,748	$	365,941	$	267,475

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 freelancers and clients for the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Freelancers
United States	$	18,429	$	15,832	$	55,308	$	44,129
India	11,109		8,796		31,430		24,148
Philippines	8,602		5,995		23,668		16,436
Rest of world	37,046		28,120		107,112		78,308
Total freelancers	75,186		58,743		217,518		163,021
Clients
United States	39,661		28,861		110,275		76,174
Rest of world	13,294		9,144		38,148		28,280
Total clients	52,955		38,005		148,423		104,454
Total revenue	$	128,141	$	96,748	$	365,941	$	267,475

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Impairment expense	$ 7,400	$ 7,389	$ 0

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation	$ 26.1		$ 26.1
Deferred Revenue	6.6	$ 5.2	14.0	$ 10.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation	$ 20.7		$ 20.7
Remaining Performance Obligation Recognized Thereafter	12 months		12 months

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Trade and client receivables, net of allowance	$ 58,231	$ 47,018
Contract liabilities
Deferred revenue	20,742	16,801
Deferred revenue (component of other liabilities, noncurrent)	$ 5,356	$ 4,177

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 674,903	$ 147,292
Total debt	575,000	10,750
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	578,138	65,723
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		5,999
Marketable securities	63,721	50,965
Treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		4,499
U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	9,981	20,106
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	14,652
Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	8,411
Level I
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	588,119	90,328
Level I \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	578,138	65,723
Level I \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		0
Marketable securities	0	0
Level I \| Treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		4,499
Level I \| U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	9,981	20,106
Level I \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
Level I \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
Level II
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	86,784	56,964
Level II \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level II \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		5,999
Marketable securities	63,721	50,965
Level II \| Treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Level II \| U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Level II \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	14,652
Level II \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	8,411
Level III
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	0	0
Level III \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level III \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		0
Marketable securities	0	0
Level III \| Treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Level III \| U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	$ 0
Level III \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
Level III \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0

Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 600,077	$ 94,081
Restricted cash	3,840	3,340
Funds held in escrow, including funds in transit	172,691	135,042
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 776,608	$ 232,463	$ 219,707	$ 159,603

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 01, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 45,207			$ 45,207			$ 43,513
Less: accumulated depreciation	(22,863)			(22,863)			(15,374)
Property and equipment, net	22,344			22,344			28,139
Depreciation expense	800		$ 1,000	2,800	$ 2,500
Capitalized internal-use software and platform development costs	700		2,300	4,100	5,600
Amortization of internal-use software and platform development costs	1,600		$ 1,000	4,700	3,000
Lessor, operating lease, monthly payments to be received						$ 100
Asset impairment charges		$ 7,400		7,389	$ 0
Operating lease, impairment loss				4,300
Impairment of leasehold				2,900
Impairment, long-lived asset, held-for-use				200
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	5,321			5,321			4,819
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	24,781			24,781			20,727
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	11,752			11,752			14,613
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,353			$ 3,353			$ 3,354

Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Balance Sheet Related Disclosures [Abstract]
Amortization expense of intangible assets	$ 0.7	$ 0.7	$ 2.0

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 17,896	$ 14,007
Accrued freelancer costs	1,335	1,235
Accrued indirect taxes	3,166	3,818
Accrued vendor expenses	13,847	8,662
Accrued payment processing fees	2,005	1,219
Operating lease liability, current	6,270	3,725
Other	529	202
Total accrued expenses and other current liabilities	$ 45,048	$ 32,868

Balance Sheet Components - Stockholders' Equity (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 17, 2021	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($) installment $ / shares shares	Sep. 30, 2020 USD ($)	Jan. 18, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, noncash expense \| $			$ 38,666	$ 19,527
Performance Shares \| CEO Award \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable shares (in shares)					1,500,000
Number of installments \| installment			16
Share-based payment arrangement, noncash expense \| $		$ 3,000	$ 8,300
Stock-based compensation not yet recognized \| $		20,500	$ 20,500
Stock-based compensation not yet recognized, recognition period			2 years
Performance Shares \| CEO Award \| Chief Executive Officer \| Target one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares			$ 60
Number of shares vested (in shares)			100,000
Performance Shares \| CEO Award \| Chief Executive Officer \| Target two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares			$ 70
Number of shares vested (in shares)			200,000
Performance Shares \| CEO Award \| Chief Executive Officer \| Target three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares			$ 80
Number of shares vested (in shares)			300,000
Performance Shares \| CEO Award \| Chief Executive Officer \| Target four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares			$ 90
Number of shares vested (in shares)			400,000
Performance Shares \| CEO Award \| Chief Executive Officer \| Target five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares			$ 100
Number of shares vested (in shares)			500,000
Performance Shares \| PSU Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Performance Shares \| PSU Award \| Target one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Performance Shares \| PSU Award \| Target two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	6.25%
Performance Shares \| PSU Award \| Members of Companies Leadership
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, noncash expense \| $		900	$ 2,200
Stock-based compensation not yet recognized \| $		$ 4,100	$ 4,100
Stock-based compensation not yet recognized, recognition period			1 year 10 months 24 days

Commitments and Contingencies (Details)	Sep. 30, 2021 USD ($) letter	Aug. 05, 2021 USD ($)	Dec. 31, 2020 USD ($) letter
Commitments and Contingencies Disclosure [Abstract]
Letters of credit held \| letter	3		3
Line of credit facility, maximum borrowing capacity (up to)	$ 800,000		$ 1,000,000
Long-term line of credit	$ 0	$ 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

Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Aug. 10, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 575,000		$ 10,750
Less: unamortized debt issuance costs	(14,441)		(27)
Balance	560,559		10,723
Debt, current	0		(7,581)
Debt, noncurrent	$ 560,559		$ 3,142
Weighted-average interest rate	0.76%		5.64%
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 575,000	$ 575,000	$ 0
First Term Loan
Debt Instrument [Line Items]
Total debt	0		6,250
Second Term Loan
Debt Instrument [Line Items]
Total debt	$ 0		$ 4,500

Debt - Term Debt (Details) - USD ($)		3 Months Ended		9 Months Ended
Debt - Term Debt (Details) - USD ($)	Aug. 05, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity (up to)		$ 800,000		$ 800,000		$ 1,000,000
Long-term line of credit	$ 0	0		0		0
Repayment of debt				10,750,000	$ 23,729,000
Outstanding long-term debt		575,000,000		575,000,000		10,750,000
Loan Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity (up to)		49,000,000		49,000,000
Repayment of debt	$ 5,800,000
Outstanding long-term debt		0		0
First Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		15,000,000		15,000,000
Repayment of debt		3,800,000	$ 1,300,000	6,300,000	3,800,000
Outstanding long-term debt		0		0		6,250,000
Second Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		9,000,000		9,000,000
Repayment of debt		3,200,000	$ 600,000	4,500,000	$ 1,900,000
Outstanding long-term debt		0		0		$ 4,500,000
Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity (up to)		$ 25,000,000		$ 25,000,000

Debt - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Aug. 10, 2021 USD ($) $ / shares	Aug. 10, 2021 USD ($) $ / shares	Aug. 10, 2021 USD ($) $ / shares	Aug. 10, 2021 USD ($) tradingDay $ / shares	Aug. 10, 2021 USD ($) segment $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Total debt						$ 575,000		$ 575,000		$ 10,750
Redemption price, percentage of principal amount redeemed			100.00%
Proceeds from issuance of convertible senior notes								575,000	$ 0
Interest expense						746	$ 152	1,055	$ 640
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 575,000	$ 575,000	$ 575,000	$ 575,000	$ 575,000	575,000		575,000		$ 0
Additional aggregate amount to be purchased	$ 75,000	$ 75,000	$ 75,000	$ 75,000	$ 75,000
Debt, interest rate	0.25%	0.25%	0.25%	0.25%	0.25%
Convertible debt, threshold trading days				20	20
Convertible debt, consecutive trading days \| tradingDay				30
Convertible debt, threshold percentage of stock price trigger			130.00%
Convertible debt, business period	5 days
Convertible debt, measurement period	5 days
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%
Proceeds from issuance of convertible senior notes		$ 560,100
Debt issuance costs, gross	$ 14,900	$ 14,900	$ 14,900	$ 14,900	$ 14,900
Interest expense						$ 600		$ 600
Effective interest rate percentage						0.78%		0.78%
Convertible Senior Notes \| Level II
Debt Instrument [Line Items]
Estimated fair value of debt						$ 588,800		$ 588,800

Debt - Capped Calls (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Aug. 09, 2021	Aug. 05, 2021	Sep. 30, 2021	Sep. 30, 2021
Debt Instrument [Line Items]
Purchases of capped calls related to convertible senior notes			$ 49,393	$ 49,393
Convertible Senior Notes
Debt Instrument [Line Items]
Purchases of capped calls related to convertible senior notes				$ 49,400
Convertible Senior Notes \| Call Option
Debt Instrument [Line Items]
Strike price (in dollars per share)	$ 92.74	$ 66.08
Premium over last reported sale price, percentage		100.00%
Price per share of stock transaction (in dollars per share)		$ 46.37

Net Loss per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net loss	$ (9,311)	$ (2,747)	$ (33,684)	$ (23,792)
Denominator:
Weighted-average shares used to compute new loss per share, basic (in shares)	127,914,696	120,680,797	126,651,490	117,120,815
Weighted-average shares used to compute new loss per share, diluted (in shares)	127,914,696	120,680,797	126,651,490	117,120,815
Net loss per share, basic (in dollars per share)	$ (0.07)	$ (0.02)	$ (0.27)	$ (0.20)
Net loss per share, diluted (in dollars per share)	$ (0.07)	$ (0.02)	$ (0.27)	$ (0.20)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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+ Details

Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	18,430,078	15,076,635
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	4,402,667	7,744,337
Common stock issuable upon exercise of common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	400,000	450,000
Common stock issuable upon vesting of restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	4,663,447	5,983,872
Common stock issuable in connection with employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	262,029	898,426
Common stock issuable in connection with convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	8,701,935	0

Segment and Geographical Information - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Segment and Geographical Information - Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 128,141	$ 96,748	$ 365,941	$ 267,475
Marketplace
Disaggregation of Revenue [Line Items]
Total revenue	117,783	88,040	336,913	241,286
Managed services
Disaggregation of Revenue [Line Items]
Total revenue	$ 10,358	$ 8,708	$ 29,028	$ 26,189

- 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

Segment and Geographical Information - Revenue by Geographic Area Based on Billing Address of Freelancers and Clients (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 128,141	$ 96,748	$ 365,941	$ 267,475
Freelancers
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	75,186	58,743	217,518	163,021
Freelancers \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	18,429	15,832	55,308	44,129
Freelancers \| India
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	11,109	8,796	31,430	24,148
Freelancers \| Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	8,602	5,995	23,668	16,436
Freelancers \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	37,046	28,120	107,112	78,308
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	52,955	38,005	148,423	104,454
Clients \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	39,661	28,861	110,275	76,174
Clients \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 13,294	$ 9,144	$ 38,148	$ 28,280

- Definition

+ References

+ Details