0001627475-23-000033 | 10-Q | XBRL Viewer

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Cover Page	3 Months Ended
Cover Page	Mar. 31, 2023 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-38678
Entity Registrant Name	UPWORK INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4337682
Entity Address, Address Line One	475 Brannan Street, Suite 430
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	650
Local Phone Number	316-7500
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	UPWK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)	133,464,264
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 101,985	$ 129,384
Marketable securities	407,643	557,230
Funds held in escrow, including funds in transit	179,420	161,457
Trade and client receivables – net of allowance of $9,018 and $12,464 as of March 31, 2023 and December 31, 2022, respectively	59,291	64,888
Prepaid expenses and other current assets	19,481	17,947
Total current assets	767,820	930,906
Property and equipment, net	23,104	22,063
Goodwill	118,219	118,219
Operating lease asset	6,803	7,603
Other assets, noncurrent	2,120	1,454
Total assets	918,066	1,080,245
Current liabilities
Accounts payable	4,248	7,549
Escrow funds payable	179,420	161,457
Accrued expenses and other current liabilities	47,595	53,611
Deferred revenue	25,557	25,075
Total current liabilities	256,820	247,692
Debt, noncurrent	354,705	564,261
Operating lease liability, noncurrent	9,713	11,177
Other liabilities, noncurrent	7,872	8,236
Total liabilities	629,110	831,366
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 133,464,264 and 132,368,265 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	13	13
Additional paid-in capital	613,887	592,900
Accumulated other comprehensive loss	(1,162)	(3,085)
Accumulated deficit	(323,782)	(340,949)
Total stockholders’ equity	288,956	248,879
Total liabilities and stockholders’ equity	$ 918,066	$ 1,080,245

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 9,018	$ 12,464
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	490,000,000	490,000,000
Common stock, shares issued (in shares)	133,464,264	132,368,265
Common stock, shares outstanding (in shares)	133,464,264	132,368,265

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 160,858	$ 141,337
Cost of revenue	40,427	37,916
Gross profit	120,431	103,421
Operating expenses
Research and development	44,481	38,161
Sales and marketing	65,000	57,642
General and administrative	29,287	29,141
Provision for transaction losses	6,701	2,129
Total operating expenses	145,469	127,073
Loss from operations	(25,038)	(23,652)
Interest expense	1,101	1,125
Other income, net	(44,101)	(68)
Income (loss) before income taxes	17,962	(24,709)
Income tax provision	(795)	(29)
Net income (loss)	$ 17,167	$ (24,738)
Net income (loss) per share:
Basic (in dollars per share)	$ 0.13	$ (0.19)
Diluted (in dollars per share)	$ (0.15)	$ (0.19)
Weighted-average shares used to compute net income (loss) per share
Basic (in shares)	132,835,837	129,358,872
Diluted (in shares)	135,966,415	129,358,872
Other comprehensive income (loss), net of tax:
Net unrealized holding gain (loss) on marketable securities, net	$ 1,923	$ (2,850)
Total comprehensive income (loss)	$ 19,090	$ (27,588)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		129,130,478
Beginning balance at Dec. 31, 2021	$ 259,517	$ 13	$ 511,096	$ (528)	$ (251,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		124,094
Issuance of common stock upon exercise of stock options	488		488
Stock-based compensation expense	16,744		16,744
Issuance of common stock for settlement of RSUs (in shares)		396,646
Tides Foundation common stock warrant expense	188		188
Unrealized gain (loss) on marketable securities	(2,850)			(2,850)
Net income (loss)	(24,738)				(24,738)
Ending balance (in shares) at Mar. 31, 2022		129,651,218
Ending balance at Mar. 31, 2022	$ 249,349	$ 13	528,516	(3,378)	(275,802)
Beginning balance (in shares) at Dec. 31, 2022	132,368,265	132,368,265
Beginning balance at Dec. 31, 2022	$ 248,879	$ 13	592,900	(3,085)	(340,949)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		223,251
Issuance of common stock upon exercise of stock options	758		758
Stock-based compensation expense	20,041		20,041
Issuance of common stock for settlement of RSUs (in shares)		872,748
Tides Foundation common stock warrant expense	188		188
Unrealized gain (loss) on marketable securities	1,923			1,923
Net income (loss)	$ 17,167				17,167
Ending balance (in shares) at Mar. 31, 2023	133,464,264	133,464,264
Ending balance at Mar. 31, 2023	$ 288,956	$ 13	$ 613,887	$ (1,162)	$ (323,782)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 17,167	$ (24,738)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Provision for transaction losses	3,712	1,919
Depreciation	2,024	2,009
Amortization of debt issuance costs	716	740
Amortization of premium (accretion of discount) of purchases of marketable securities, net	(3,487)	537
Amortization of operating lease asset	800	751
Tides Foundation common stock warrant expense	188	188
Stock-based compensation expense	19,900	16,735
Gain on early extinguishment of debt	(38,945)	0
Changes in operating assets and liabilities:
Trade and client receivables	1,990	2,990
Prepaid expenses and other assets	(1,360)	(1,394)
Operating lease liability	(1,419)	(1,292)
Accounts payable	(3,380)	1,150
Accrued expenses and other liabilities	(6,855)	(12,734)
Deferred revenue	248	1,663
Net cash used in operating activities	(8,701)	(11,476)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(156,128)	(160,251)
Proceeds from maturities of marketable securities	167,416	106,634
Proceeds from sale of marketable securities	143,709	0
Purchases of property and equipment	(158)	(193)
Internal-use software and platform development costs	(2,703)	(1,233)
Net cash provided by (used in) investing activities	152,136	(55,043)
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	17,963	35,566
Proceeds from exercises of stock options	758	488
Net cash paid for early extinguishment of debt	(170,752)	0
Net cash provided by (used in) financing activities	(152,031)	36,054
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(8,596)	(30,465)
Cash, cash equivalents, and restricted cash—beginning of period	295,231	352,058
Cash, cash equivalents, and restricted cash—end of period	286,635	321,593
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	811	763
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	79	302
Internal-use software and platform development costs incurred but not yet paid	57	0
Marketable securities purchased but not yet paid	$ 0	$ 3,985

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as talent, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is headquartered in San Francisco, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these notes to the condensed consolidated financial statements refer to Upwork and its wholly owned subsidiaries.

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which is referred to as the Annual Report, filed with the SEC on February 16, 2023. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary 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, 2023. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the three months ended March 31, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

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

Remaining Performance Obligations

As of March 31, 2023, the Company had $32.9 million of remaining performance obligations. The Company’s remaining performance obligations primarily consist of the transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with talent subject to tiered service fees. The remaining transaction price allocated to other performance obligations is immaterial. As of March 31, 2023, the Company expects to recognize $25.6 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)	March 31, 2023		December 31, 2022
Trade and client receivables, net of allowance	$	59,291	$	64,888
Contract liabilities
Deferred revenue	25,557		25,075
Deferred revenue (component of other liabilities, noncurrent)	7,380		7,614

During the three months ended March 31, 2023, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with talent subject to tiered service fees and related allocation of transaction price to material rights.

Revenue recognized during the three months ended March 31, 2023 that was included in deferred revenue as of December 31, 2022 was $9.1 million. Revenue recognized during the three months ended March 31, 2022 that was included in deferred revenue as of December 31, 2021 was $7.7 million.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsThe Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an

orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value:

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

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

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

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

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

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


(In thousands) March 31, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	38,551	$	—	$	—	$	38,551	$	38,551	$	—
Level I
Money market funds	53,522		—		—		53,522		53,522		—
Treasury bills	175,273		51		(5)		175,319		9,912		165,407
U.S. government securities	73,256		19		(955)		72,320		—		72,320
Total Level I	302,051		70		(960)		301,161		63,434		237,727
Level II
Commercial paper	64,914		—		—		64,914		—		64,914
Corporate bonds	30,682		8		(139)		30,551		—		30,551
Commercial deposits	19,880		—		—		19,880		—		19,880
Asset-backed securities	35,776		103		(207)		35,672		—		35,672
Yankee bonds	2,091		—		(4)		2,087		—		2,087
Agency bonds	5,977		2		(9)		5,970		—		5,970
Agency discount bonds	10,829		13		—		10,842				10,842

Total Level II	170,149		126		(359)		169,916		—		169,916
Total	$	510,751	$	196	$	(1,319)	$	509,628	$	101,985	$	407,643


(In thousands) December 31, 2022	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	27,528	$	—	$	—	$	27,528	$	27,528	$	—
Level I
Money market funds	85,302		—		—		85,302		85,302		—
Treasury bills	172,500		13		(131)		172,382		5,096		167,286
U.S. government securities	106,167		—		(2,025)		104,142		—		104,142
Total Level I	363,969		13		(2,156)		361,826		90,398		271,428
Level II
Commercial paper	120,360		—		—		120,360		8,038		112,322
Corporate bonds	85,639		3		(639)		85,003		3,420		81,583
Commercial deposits	28,945		—		—		28,945		—		28,945
Asset-backed securities	33,261		31		(306)		32,986		—		32,986
Yankee bonds	5,176		—		(8)		5,168		—		5,168
Agency bonds	12,989		7		(23)		12,973		—		12,973
Agency discount bonds	8,796		31		—		8,827		—		8,827
Supranational bonds	3,000		—		(2)		2,998		—		2,998
Total Level II	298,166		72		(978)		297,260		11,458		285,802
Total	$	689,663	$	85	$	(3,134)	$	686,614	$	129,384	$	557,230

Unrealized Investment Losses

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


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


Treasury bills	$	4,980	$	(5)	$	—	$	—	$	4,980	$	(5)
U.S. government securities	5,036		(5)		58,990		(950)		64,026		(955)
Corporate bonds	8,065		(46)		16,548		(93)		24,613		(139)
Asset-backed securities	24,341		(127)		5,088		(80)		29,429		(207)
Yankee bonds	2,087		(4)		—		—		2,087		(4)

Agency bonds	2,479		(9)		—		—		2,479		(9)

Total	$	46,988	$	(196)	$	80,626	$	(1,123)	$	127,614	$	(1,319)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2022	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss
Treasury bills	$	132,995	$	(131)	$	—	$	—	$	132,995	$	(131)
U.S. government securities	21,214		(63)		82,927		(1,963)		104,141		(2,026)
Corporate bonds	18,274		(120)		58,235		(519)		76,509		(639)
Asset-backed securities	23,515		(285)		1,707		(20)		25,222		(305)
Yankee bonds	2,578		(6)		2,591		(2)		5,169		(8)
Agency bonds	9,478		(23)		—		—		9,478		(23)
Supranational bonds	2,998		(2)		—		—		2,998		(2)
Total	$	211,052	$	(630)	$	145,460	$	(2,504)	$	356,512	$	(3,134)

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell the securities. As of March 31, 2023 and December 31, 2022, the decline in fair value of these securities was due to increases in interest rates and not due to credit-related factors. As of March 31, 2023 and 2022, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be other-than-temporarily impaired. The Company did not record any impairment charges with respect to its marketable securities during each of the three months ended March 31, 2023 and 2022.

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

- Definition

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

+ References + Details

Balance Sheet Components

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

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

The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the three months ended March 31, 2023:


(In thousands)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	101,985	$	129,384
Restricted cash	5,230		4,390
Funds held in escrow, including funds in transit	179,420		161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	286,635	$	295,231

Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	March 31, 2023		December 31, 2022
Internal-use software and platform development	$	36,120	$	33,273
Leasehold improvements	11,644		11,644
Computer equipment and software	6,705		6,514
Office furniture and fixtures	3,475		3,475
Total property and equipment	57,944		54,906
Less: accumulated depreciation	(34,840)		(32,843)
Property and equipment, net	$	23,104	$	22,063

For the three months ended March 31, 2023 and 2022, depreciation expense related to property and equipment was $0.8 million and $0.8 million, respectively.

For the three months ended March 31, 2023 and 2022, the Company capitalized $2.9 million and $1.2 million of internal-use software and platform development costs, respectively.

For the three months ended March 31, 2023 and 2022, amortization expense related to the capitalized internal-use software and platform development costs was $1.2 million and $1.2 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	March 31, 2023		December 31, 2022
Accrued compensation and related benefits	$	7,981	$	17,239
Accrued indirect taxes	12,042		14,102
Accrued vendor expenses	15,271		8,858
Operating lease liability, current	6,547		6,502
Accrued payment processing fees	2,485		2,425
Accrued talent costs	1,457		2,352
Other	1,812		2,133
Total accrued expenses and other current liabilities	$	47,595	$	53,611

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the Company’s operating lease agreements, as of March 31, 2023 and December 31, 2022, the Company had irrevocable letters of credit outstanding in the aggregate amounts of $1.7 million and $0.8 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 March 31, 2023 and December 31, 2022. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Potential contingencies may include various claims and litigation or non-income tax matters that arise from time to time in the normal course of business. Due to uncertainties inherent in such contingencies, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved. As of March 31, 2023 and December 31, 2022, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of March 31, 2023 and December 31, 2022. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Upwork Enterprise and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision.

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

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


(In thousands)	March 31, 2023			December 31, 2022
Convertible senior notes	$	360,998		$	575,000
Total debt	360,998			575,000
Less: unamortized debt issuance costs	(6,293)			(10,739)


Debt, noncurrent	$	354,705		$	564,261
Weighted-average interest rate	0.76		%	0.76		%

Convertible Senior Notes Due 2026

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

The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On each of March 21, 2023 and March 23, 2023, the Company entered into separate, privately negotiated repurchase agreements with a limited number of institutional holders of the Notes to repurchase for cash an aggregate of $214.0 million principal amount of the Notes, which are collectively referred to as the Repurchases. The Company paid $170.8 million in cash to consummate the Repurchases. As a result, during the three months ended March 31, 2023, the Company recognized a gain on the early extinguishment of debt of $38.9 million, which is net of $3.7 million related to the pro-rata write-off of unamortized issuance costs associated with the sale of the Notes in August 2021, and $0.6 million of other fees incurred to effect the Repurchases. The resulting gain on early extinguishment of debt is included in other income, net in the Company’s condensed consolidated statement of operations and comprehensive income (loss). As of March 31, 2023, $361.0 million principal amount of the Notes remain outstanding.

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

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

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

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

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

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

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

The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after August 20, 2024, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least

20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

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

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

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

For the three months ended March 31, 2023, interest expense was $0.4 million and amortization of the issuance costs was $0.7 million related to the Notes. For the three months ended March 31, 2022, interest expense was $0.4 million and amortization of the issuance costs was $0.7 million related to the Notes. As of March 31, 2023, the if-converted value of the Notes did not exceed the outstanding principal amount. As of March 31, 2023, the total estimated fair value of the Notes was $304.1 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.”

Capped Calls

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

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

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

The Capped Calls remain in effect notwithstanding the Repurchases.

- Definition

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

+ References

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+ Details

Net Loss per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share

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


	Three Months Ended March 31,
(In thousands, except share and per share data)	2023		2022




Numerator:
Basic: net income (loss)	$	17,167	$	(24,738)
Gain on early extinguishment of debt, net of tax	(38,525)		—
Interest expense related to convertible senior notes, net of tax	389		—
Diluted	$	(20,969)	$	(24,738)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	132,835,837		129,358,872




Common stock issuable in connection with convertible senior notes	3,130,578		—
Diluted	135,966,415		129,358,872

Net income (loss) per share:
Basic	$	0.13	$	(0.19)
Diluted	$	(0.15)	$	(0.19)

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 March 31,
	2023	2022
Options to purchase common stock	3,628,396	4,139,974
Common stock issuable upon exercise of common stock warrants	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	10,619,944	7,752,697
Common stock issuable in connection with employee stock purchase plan	1,236,008	300,130
Common stock issuable in connection with convertible senior notes	5,463,045	8,701,935
Total	21,297,393	21,244,736

Segment and Geographical Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment and Geographical Information

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

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Marketplace
Basic, Plus, Client Marketplace(1) and other	$	136,676	$	118,667
Enterprise	11,412		10,758
Managed services	12,770		11,912
Total revenue	$	160,858	$	141,337

(1) In April 2022, the Company combined its Upwork Basic and Upwork Plus client offerings into a Client Marketplace offering.

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Talent
United States	$	22,460	$	20,763
India	11,428		11,421
Philippines	10,366		9,636
Rest of world (1)	41,402		40,823
Total talent revenue	85,656		82,643
Clients
United States	55,451		43,839
Rest of world (1)	19,751		14,855
Total clients revenue	75,202		58,694
Total revenue	$	160,858	$	141,337

(1) During the three months ended March 31, 2023 and 2022, no single country included in the Rest of world category had revenue that exceeded 10% of Total talent revenue, Total clients revenue, or Total revenue.

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

- Definition

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

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+ Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn May 3, 2023, the Company announced a reduction to its workforce. As a result, the Company expects to incur charges of approximately $4.0 million, consisting primarily of employee severance and benefit costs, in the second quarter of 2023.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which is referred to as the Annual Report, filed with the SEC on February 16, 2023. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary 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, 2023.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Summary of Significant Accounting Policies and Recent Accounting Pronouncements Not Yet Adopted	Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the three months ended March 31, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.
Fair Value Measurements	The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: •Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; •Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and •Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Contract with Customer, Asset and Liability


(In thousands)	March 31, 2023		December 31, 2022
Trade and client receivables, net of allowance	$	59,291	$	64,888
Contract liabilities
Deferred revenue	25,557		25,075
Deferred revenue (component of other liabilities, noncurrent)	7,380		7,614

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value

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

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


(In thousands) March 31, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	38,551	$	—	$	—	$	38,551	$	38,551	$	—
Level I
Money market funds	53,522		—		—		53,522		53,522		—
Treasury bills	175,273		51		(5)		175,319		9,912		165,407
U.S. government securities	73,256		19		(955)		72,320		—		72,320
Total Level I	302,051		70		(960)		301,161		63,434		237,727
Level II
Commercial paper	64,914		—		—		64,914		—		64,914
Corporate bonds	30,682		8		(139)		30,551		—		30,551
Commercial deposits	19,880		—		—		19,880		—		19,880
Asset-backed securities	35,776		103		(207)		35,672		—		35,672
Yankee bonds	2,091		—		(4)		2,087		—		2,087
Agency bonds	5,977		2		(9)		5,970		—		5,970
Agency discount bonds	10,829		13		—		10,842				10,842

Total Level II	170,149		126		(359)		169,916		—		169,916
Total	$	510,751	$	196	$	(1,319)	$	509,628	$	101,985	$	407,643


(In thousands) December 31, 2022	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	27,528	$	—	$	—	$	27,528	$	27,528	$	—
Level I
Money market funds	85,302		—		—		85,302		85,302		—
Treasury bills	172,500		13		(131)		172,382		5,096		167,286
U.S. government securities	106,167		—		(2,025)		104,142		—		104,142
Total Level I	363,969		13		(2,156)		361,826		90,398		271,428
Level II
Commercial paper	120,360		—		—		120,360		8,038		112,322
Corporate bonds	85,639		3		(639)		85,003		3,420		81,583
Commercial deposits	28,945		—		—		28,945		—		28,945
Asset-backed securities	33,261		31		(306)		32,986		—		32,986
Yankee bonds	5,176		—		(8)		5,168		—		5,168
Agency bonds	12,989		7		(23)		12,973		—		12,973
Agency discount bonds	8,796		31		—		8,827		—		8,827
Supranational bonds	3,000		—		(2)		2,998		—		2,998
Total Level II	298,166		72		(978)		297,260		11,458		285,802
Total	$	689,663	$	85	$	(3,134)	$	686,614	$	129,384	$	557,230

Unrealized Gain (Loss) on Investments


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


Treasury bills	$	4,980	$	(5)	$	—	$	—	$	4,980	$	(5)
U.S. government securities	5,036		(5)		58,990		(950)		64,026		(955)
Corporate bonds	8,065		(46)		16,548		(93)		24,613		(139)
Asset-backed securities	24,341		(127)		5,088		(80)		29,429		(207)
Yankee bonds	2,087		(4)		—		—		2,087		(4)

Agency bonds	2,479		(9)		—		—		2,479		(9)

Total	$	46,988	$	(196)	$	80,626	$	(1,123)	$	127,614	$	(1,319)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2022	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss
Treasury bills	$	132,995	$	(131)	$	—	$	—	$	132,995	$	(131)
U.S. government securities	21,214		(63)		82,927		(1,963)		104,141		(2,026)
Corporate bonds	18,274		(120)		58,235		(519)		76,509		(639)
Asset-backed securities	23,515		(285)		1,707		(20)		25,222		(305)
Yankee bonds	2,578		(6)		2,591		(2)		5,169		(8)
Agency bonds	9,478		(23)		—		—		9,478		(23)
Supranational bonds	2,998		(2)		—		—		2,998		(2)
Total	$	211,052	$	(630)	$	145,460	$	(2,504)	$	356,512	$	(3,134)

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Cash and Cash Equivalents


(In thousands)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	101,985	$	129,384
Restricted cash	5,230		4,390
Funds held in escrow, including funds in transit	179,420		161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	286,635	$	295,231

Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	March 31, 2023		December 31, 2022
Internal-use software and platform development	$	36,120	$	33,273
Leasehold improvements	11,644		11,644
Computer equipment and software	6,705		6,514
Office furniture and fixtures	3,475		3,475
Total property and equipment	57,944		54,906
Less: accumulated depreciation	(34,840)		(32,843)
Property and equipment, net	$	23,104	$	22,063

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	March 31, 2023		December 31, 2022
Accrued compensation and related benefits	$	7,981	$	17,239
Accrued indirect taxes	12,042		14,102
Accrued vendor expenses	15,271		8,858
Operating lease liability, current	6,547		6,502
Accrued payment processing fees	2,485		2,425
Accrued talent costs	1,457		2,352
Other	1,812		2,133
Total accrued expenses and other current liabilities	$	47,595	$	53,611

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of Carrying Value of Debt

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


(In thousands)	March 31, 2023			December 31, 2022
Convertible senior notes	$	360,998		$	575,000
Total debt	360,998			575,000
Less: unamortized debt issuance costs	(6,293)			(10,739)


Debt, noncurrent	$	354,705		$	564,261
Weighted-average interest rate	0.76		%	0.76		%

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
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-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 69E
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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

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


	Three Months Ended March 31,
(In thousands, except share and per share data)	2023		2022




Numerator:
Basic: net income (loss)	$	17,167	$	(24,738)
Gain on early extinguishment of debt, net of tax	(38,525)		—
Interest expense related to convertible senior notes, net of tax	389		—
Diluted	$	(20,969)	$	(24,738)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	132,835,837		129,358,872




Common stock issuable in connection with convertible senior notes	3,130,578		—
Diluted	135,966,415		129,358,872

Net income (loss) per share:
Basic	$	0.13	$	(0.19)
Diluted	$	(0.15)	$	(0.19)

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 March 31,
	2023	2022
Options to purchase common stock	3,628,396	4,139,974
Common stock issuable upon exercise of common stock warrants	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	10,619,944	7,752,697
Common stock issuable in connection with employee stock purchase plan	1,236,008	300,130
Common stock issuable in connection with convertible senior notes	5,463,045	8,701,935
Total	21,297,393	21,244,736

Segment and Geographical Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Revenue by Type of Service

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Marketplace
Basic, Plus, Client Marketplace(1) and other	$	136,676	$	118,667
Enterprise	11,412		10,758
Managed services	12,770		11,912
Total revenue	$	160,858	$	141,337

(1) In April 2022, the Company combined its Upwork Basic and Upwork Plus client offerings into a Client Marketplace offering.

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

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Talent
United States	$	22,460	$	20,763
India	11,428		11,421
Philippines	10,366		9,636
Rest of world (1)	41,402		40,823
Total talent revenue	85,656		82,643
Clients
United States	55,451		43,839
Rest of world (1)	19,751		14,855
Total clients revenue	75,202		58,694
Total revenue	$	160,858	$	141,337

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 32.9
Deferred revenue recognized	9.1	$ 7.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 25.6
Remaining performance obligation recognized thereafter	12 months

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Trade and client receivables, net of allowance	$ 59,291	$ 64,888
Contract liabilities
Deferred revenue	25,557	25,075
Deferred revenue (component of other liabilities, noncurrent)	$ 7,380	$ 7,614

Fair Value Measurements and Marketable Securities - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	$ 510,751	$ 689,663
Unrealized Gain	196	85
Unrealized Loss	(1,319)	(3,134)
Fair Value	509,628	686,614
Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	101,985	129,384
Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	407,643	557,230
Level I
Assets, Fair Value Disclosure [Abstract]
Cash	38,551	27,528
Amortized Cost	302,051	363,969
Unrealized Gain	70	13
Unrealized Loss	(960)	(2,156)
Fair Value	301,161	361,826
Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	63,434	90,398
Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	237,727	271,428
Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	170,149	298,166
Unrealized Gain	126	72
Unrealized Loss	(359)	(978)
Fair Value	169,916	297,260
Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	11,458
Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	169,916	285,802
Money market funds \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	53,522	85,302
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	53,522	85,302
Money market funds \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	53,522	85,302
Money market funds \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Treasury bills \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	175,273	172,500
Unrealized Gain	51	13
Unrealized Loss	(5)	(131)
Fair Value	175,319	172,382
Treasury bills \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	9,912	5,096
Treasury bills \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	165,407	167,286
U.S. government securities \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	73,256	106,167
Unrealized Gain	19	0
Unrealized Loss	(955)	(2,025)
Fair Value	72,320	104,142
U.S. government securities \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
U.S. government securities \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	72,320	104,142
Commercial paper \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	64,914	120,360
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	64,914	120,360
Commercial paper \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	8,038
Commercial paper \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	64,914	112,322
Corporate bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	30,682	85,639
Unrealized Gain	8	3
Unrealized Loss	(139)	(639)
Fair Value	30,551	85,003
Corporate bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	3,420
Corporate bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	30,551	81,583
Commercial deposits \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	19,880	28,945
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	19,880	28,945
Commercial deposits \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Commercial deposits \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	19,880	28,945
Asset-backed securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	35,776	33,261
Unrealized Gain	103	31
Unrealized Loss	(207)	(306)
Fair Value	35,672	32,986
Asset-backed securities \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Asset-backed securities \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	35,672	32,986
Yankee bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	2,091	5,176
Unrealized Gain	0	0
Unrealized Loss	(4)	(8)
Fair Value	2,087	5,168
Yankee bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Yankee bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	2,087	5,168
Agency bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	5,977	12,989
Unrealized Gain	2	7
Unrealized Loss	(9)	(23)
Fair Value	5,970	12,973
Agency bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Agency bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	5,970	12,973
Agency discount bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	10,829	8,796
Unrealized Gain	13	31
Unrealized Loss	0	0
Fair Value	10,842	8,827
Agency discount bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value		0
Agency discount bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	$ 10,842	8,827
Supranational bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost		3,000
Unrealized Gain		0
Unrealized Loss		(2)
Fair Value		2,998
Supranational bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value		0
Supranational bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value		$ 2,998

Fair Value Measurements - Unrealized Gain (Loss) On Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value
Less Than 12 Months	$ 46,988	$ 211,052
12 Months or Longer	80,626	145,460
Total	127,614	356,512
Unrealized loss
Less Than 12 Months	(196)	(630)
12 Months or Longer	(1,123)	(2,504)
Total	(1,319)	(3,134)
Treasury bills
Fair Value
Less Than 12 Months	4,980	132,995
12 Months or Longer	0	0
Total	4,980	132,995
Unrealized loss
Less Than 12 Months	(5)	(131)
12 Months or Longer	0	0
Total	(5)	(131)
U.S. government securities
Fair Value
Less Than 12 Months	5,036	21,214
12 Months or Longer	58,990	82,927
Total	64,026	104,141
Unrealized loss
Less Than 12 Months	(5)	(63)
12 Months or Longer	(950)	(1,963)
Total	(955)	(2,026)
Corporate bonds
Fair Value
Less Than 12 Months	8,065	18,274
12 Months or Longer	16,548	58,235
Total	24,613	76,509
Unrealized loss
Less Than 12 Months	(46)	(120)
12 Months or Longer	(93)	(519)
Total	(139)	(639)
Asset-backed securities
Fair Value
Less Than 12 Months	24,341	23,515
12 Months or Longer	5,088	1,707
Total	29,429	25,222
Unrealized loss
Less Than 12 Months	(127)	(285)
12 Months or Longer	(80)	(20)
Total	(207)	(305)
Yankee bonds
Fair Value
Less Than 12 Months	2,087	2,578
12 Months or Longer	0	2,591
Total	2,087	5,169
Unrealized loss
Less Than 12 Months	(4)	(6)
12 Months or Longer	0	(2)
Total	(4)	(8)
Agency bonds
Fair Value
Less Than 12 Months	2,479	9,478
12 Months or Longer	0	0
Total	2,479	9,478
Unrealized loss
Less Than 12 Months	(9)	(23)
12 Months or Longer	0	0
Total	$ (9)	(23)
Supranational bonds
Fair Value
Less Than 12 Months		2,998
12 Months or Longer		0
Total		2,998
Unrealized loss
Less Than 12 Months		(2)
12 Months or Longer		0
Total		$ (2)

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Aug. 10, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from sale of marketable securities	$ 138,200	$ 143,709	$ 0
Convertible Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt, interest rate	0.25%	0.25%		0.25%

Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 101,985	$ 129,384
Restricted cash	5,230	4,390
Funds held in escrow, including funds in transit	179,420	161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 286,635	$ 295,231	$ 321,593	$ 352,058

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 57,944		$ 54,906
Less: accumulated depreciation	(34,840)		(32,843)
Property and equipment, net	23,104		22,063
Depreciation expense	800	$ 800
Capitalized internal-use software and platform development costs	2,900	1,200
Amortization of internal-use software and platform development costs	1,200	$ 1,200
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	36,120		33,273
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	11,644		11,644
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	6,705		6,514
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,475		$ 3,475

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 7,981	$ 17,239
Accrued indirect taxes	6,547	6,502
Accrued vendor expenses	1,457	2,352
Operating lease liability, current	15,271	8,858
Accrued payment processing fees	2,485	2,425
Accrued talent costs	12,042	14,102
Other	1,812	2,133
Total accrued expenses and other current liabilities	$ 47,595	$ 53,611

Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Line of credit facility, maximum borrowing capacity (up to)	$ 1,700,000	$ 800,000
Long-term line of credit	$ 0	$ 0

- Definition

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

+ References + Details

Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 575,000
Less: unamortized debt issuance costs	(6,293)	(10,739)
Debt, noncurrent	$ 354,705	$ 564,261
Weighted-average interest rate	0.76%	0.76%
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 575,000

Debt - Narrative (Details)									3 Months Ended
Debt - Narrative (Details)	Mar. 23, 2023 USD ($)	Aug. 10, 2021 USD ($) $ / shares	Aug. 10, 2021 USD ($) $ / shares	Aug. 10, 2021 USD ($) tradingDay $ / shares	Aug. 10, 2021 USD ($) businessDay $ / shares	Aug. 10, 2021 USD ($) segment $ / shares	Aug. 09, 2021 USD ($) $ / shares	Aug. 05, 2021 $ / shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount		$ 575,000,000	$ 575,000,000	$ 575,000,000	$ 575,000,000	$ 575,000,000
Additional aggregate amount to be purchased		$ 75,000,000	$ 75,000,000	$ 75,000,000	$ 75,000,000	$ 75,000,000
Payment for debt extinguishment									$ 170,752,000	$ 0
Gain on extinguishment of debt									38,945,000	0
Outstanding long-term debt									360,998,000		$ 575,000,000
Convertible debt, conversion rate			1.50%
Amortization of debt issuance costs									716,000	740,000
Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, repurchased face amount	$ 214,000,000
Payment for debt extinguishment	$ 170,800,000
Gain on extinguishment of debt									38,900,000
Write off of unamortized issuance costs									3,700,000
Debt extinguishment, fee									600,000
Outstanding long-term debt									$ 360,998,000		$ 575,000,000
Debt, interest rate		0.25%	0.25%	0.25%	0.25%	0.25%			0.25%
Convertible debt, threshold percentage of stock price trigger			130.00%
Convertible debt, threshold trading days				20		20
Convertible debt, consecutive trading days \| tradingDay				30
Convertible debt, business period \| businessDay					5
Convertible debt, measurement period \| businessDay					5
Convertible debt, measurement period percentage			98.00%
Convertible debt, conversion price (in dollars per share) \| $ / shares		$ 66.08	$ 66.08	$ 66.08	$ 66.08	$ 66.08
Redemption price, percentage of principal amount redeemed			100.00%
Proceeds from issuance of convertible senior notes		$ 560,100,000
Debt issuance costs, gross		$ 14,900,000	$ 14,900,000	$ 14,900,000	$ 14,900,000	$ 14,900,000
Interest expense, debt, excluding amortization									$ 400,000	400,000
Amortization of debt issuance costs									700,000	$ 700,000
Purchases of capped calls related to convertible senior notes							$ 49,400,000
Convertible Senior Notes \| Call Option
Debt Instrument [Line Items]
Strike price (in dollars per share) \| $ / shares							$ 92.74	$ 66.08
Premium over last reported sale price, percentage								100.00%
Price per share of stock transaction (in dollars per share) \| $ / shares								$ 46.37
Convertible Senior Notes \| Level II
Debt Instrument [Line Items]
Estimated fair value of debt									$ 304,100,000

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
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Basic: net income (loss)	$ 17,167	$ (24,738)
Gain on early extinguishment of debt, net of tax	(38,525)	0
Interest expense related to convertible senior notes, net of tax	389	0
Diluted	$ (20,969)	$ (24,738)
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic (in shares)	132,835,837	129,358,872
Common stock issuable in connection with convertible senior notes (in shares)	3,130,578	0
Diluted (in shares)	135,966,415	129,358,872
Net income (loss) per share:
Basic (in dollars per share)	$ 0.13	$ (0.19)
Diluted (in dollars per share)	$ (0.15)	$ (0.19)

Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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)	21,297,393	21,244,736
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)	3,628,396	4,139,974
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)	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares)	10,619,944	7,752,697
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)	1,236,008	300,130
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)	5,463,045	8,701,935

Segment and Geographical Information - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Segment and Geographical Information - Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 160,858	$ 141,337
Basic, Plus, Client Marketplace and other
Disaggregation of Revenue [Line Items]
Total revenue	136,676	118,667
Enterprise
Disaggregation of Revenue [Line Items]
Total revenue	11,412	10,758
Managed services
Disaggregation of Revenue [Line Items]
Total revenue	$ 12,770	$ 11,912

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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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
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 160,858	$ 141,337
Talent
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	85,656	82,643
Talent \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	22,460	20,763
Talent \| India
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	11,428	11,421
Talent \| Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	10,366	9,636
Talent \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	41,402	40,823
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	75,202	58,694
Clients \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	55,451	43,839
Clients \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 19,751	$ 14,855

- Definition

+ References

+ Details

Subsequent Events (Details) $ in Millions	May 03, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 4.0