Upwork (UPWK) 10-Q 6 May 20 2020 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2020	Apr. 30, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
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	2625 Augustine Drive, Suite 601
Entity Address, City or Town	Santa Clara,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31
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 Small Business	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		115,142,604

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 191,931	$ 159,603
Marketable securities	79,693	85,481
Funds held in escrow, including funds in transit	123,556	108,721
Trade and client receivables – net of allowance of $2,102 and $2,215 as of March 31, 2020 and December 31, 2019, respectively	35,260	30,156
Prepaid expenses and other current assets	8,387	7,885
Total current assets	312,531	280,635
Property and equipment, net	24,989	21,454
Goodwill	118,219	118,219
Intangible assets, net	2,668	3,335
Operating lease asset	22,620	21,908
Other assets, noncurrent	1,040	829
Total assets	482,067	446,380
Current liabilities
Accounts payable	1,719	652
Escrow funds payable	123,556	108,721
Debt, current	22,589	7,584
Accrued expenses and other current liabilities	23,394	18,342
Deferred revenue	14,386	13,799
Total current liabilities	185,644	149,098
Debt, noncurrent	8,814	10,699
Operating lease liability, noncurrent	22,489	21,186
Other liabilities, noncurrent	6,384	5,973
Total liabilities	223,331	186,956
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 114,866,938 and 113,604,398 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	11	11
Additional paid-in capital	440,703	431,370
Accumulated deficit	(181,978)	(171,957)
Total stockholders’ equity	258,736	259,424
Total liabilities and stockholders’ equity	482,067	446,380
Cash and cash equivalents	65,635	48,392
Allowance for doubtful accounts	$ 2,102	$ 2,215
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	490,000,000,000	490,000,000,000
Common stock, shares issued (in shares)	114,866,938,000	113,604,398
Common stock, shares outstanding (in shares)	114,866,938,000	113,604,398

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,102	$ 2,215
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	490,000,000,000	490,000,000,000
Common stock, shares issued (in shares)	114,866,938,000	113,604,398
Common stock, shares outstanding (in shares)	114,866,938,000	113,604,398

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue	$ 83,196	$ 68,476
Cost of revenue	23,485	21,125
Gross profit	59,711	47,351
Operating expenses
Research and development	19,348	15,800
Sales and marketing	30,678	20,518
General and administrative	17,824	15,661
Provision for transaction losses	912	637
Total operating expenses	68,762	52,616
Loss from operations	(9,051)	(5,265)
Interest expense	230	373
Other (income) expense, net	731	(479)
Loss before income taxes	(10,012)	(5,159)
Income tax provision	(9)	(1)
Net loss	$ (10,021)	$ (5,160)
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.05)
Weighted-average shares used to compute net loss per share, basic and diluted (in shares)	114,118,958	106,639,079

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCKAND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2018		106,454,321
Beginning balance at Dec. 31, 2018	$ 243,745	$ 11	$ 387,233	$ (143,499)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and common stock warrants (in shares)		273,105
Issuance of common stock upon exercise of stock options	767		767
Stock-based compensation expense	4,188		4,188
Issuance of common stock for settlement of RSUs (in shares)		2,332
Issuance of common stock for settlement of RSUs	0
Net loss	(5,160)			(5,160)
Ending balance (in shares) at Mar. 31, 2019		106,729,758
Ending balance at Mar. 31, 2019	231,741	$ 11	392,188	(160,458)
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 and common stock warrants (in shares)		949,887
Issuance of common stock upon exercise of stock options	3,165		3,165
Stock-based compensation expense	5,327		5,327
Issuance of common stock for settlement of RSUs (in shares)		312,653
Issuance of common stock for settlement of RSUs	0
Tides Foundation common stock warrant expense and other	841		841
Net loss	(10,021)			(10,021)
Ending balance (in shares) at Mar. 31, 2020		114,866,938
Ending balance at Mar. 31, 2020	$ 258,736	$ 11	$ 440,703	$ (181,978)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,021)	$ (5,160)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for transaction losses	767	415
Depreciation and amortization	2,308	1,532
Amortization of debt issuance costs	13	13
Amortization of discount on purchases of marketable securities	(174)	(283)
Amortization of operating lease asset	969	1,072
Tides Foundation common stock warrant expense	188	252
Stock-based compensation expense	5,537	4,295
Changes in operating assets and liabilities:
Trade and client receivables	(5,891)	(26,149)
Prepaid expenses and other assets	(464)	(886)
Operating lease liability	(459)	(378)
Accounts payable	994	(596)
Accrued expenses and other liabilities	3,881	(4,125)
Deferred revenue	650	603
Net cash used in operating activities	(1,702)	(29,395)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(26,789)	(71,713)
Proceeds from maturities of marketable securities	33,000	0
Purchases of property and equipment	(1,288)	(3,604)
Internal-use software and platform development costs	(1,999)	(1,210)
Net cash provided by (used in) investing activities	2,924	(76,527)
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	14,834	21,899
Proceeds from exercises of stock options	3,165	764
Proceeds from borrowings on debt	15,000	25,000
Repayment of debt	(1,893)	0
Net cash provided by financing activities	31,106	47,663
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	32,328	(58,259)
Cash, cash equivalents, and restricted cash—beginning of period	159,603	230,067
Cash, cash equivalents, and restricted cash—end of period	191,931	171,808
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	239	357
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	2,435	1,190
Internal-use software and platform development costs incurred but not yet paid	$ 40	$ 20

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Upwork Inc. (the “Company” or “Upwork”) operates an online talent solution that enables businesses (“clients”) to find and work with highly-skilled independent professionals (“freelancers,” and, together with clients, “users”). The Company was originally incorporated in the state of Delaware in December 2013 prior to and in connection with the combination (the “Elance-oDesk Combination”) of Elance, Inc. (“Elance”) and oDesk Corporation (“oDesk”). The Company changed its name to Elance-oDesk, Inc. shortly before the Elance-oDesk Combination in March 2014, and later to Upwork Inc. in May 2015. In 2015, the Company relaunched as Upwork and commenced consolidation of its two operating platforms. In 2016, following completion of the platform consolidation, the Company began operating under a single platform. The Company is currently headquartered in Santa Clara, 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 Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
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 (“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, 2019 (the “Annual Report”), filed with the SEC on March 2, 2020. The condensed consolidated balance sheet as of December 31, 2019 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 Inc. 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, 2020. 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; the valuation of warrants; 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. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy. 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. Impacts of Recently Adopted Accounting Pronouncements on 2019 Interim Reporting On December 31, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), ASU No. 2016-02, Leases (“Topic 842”), and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“Topic 230”) effective as of January 1, 2019. As a result, interim results for reporting periods beginning on or after January 1, 2019 will differ from amounts previously reported on the Company’s quarterly reports on Form 10-Q. The following table summarizes the impacts of adopting these standards on the Company’s previously issued condensed consolidated statements of operations and cash flows for the three months ended March 31, 2019 (in thousands): March 31, 2019 Balances, Topic Topic 842 (1) Topic Balances, Condensed Consolidated Statement of Operations Revenue $ 68,924 $ (448) $ — $ — $ 68,476 Operating expense—General and administrative 15,677 — (16) — 15,661 Net loss (4,728) (448) 16 — (5,160) Net loss per share, basic and diluted (0.04) (0.01) — — (0.05) Condensed Consolidated Statement of Cash Flows Operating activities Net loss $ (4,728) $ (448) $ 16 $ — $ (5,160) Amortization of operating lease asset — — 1,072 — 1,072 Trade and client receivables (26,431) 282 — — (26,149) Prepaid expenses and other assets (991) — 105 — (886) Operating lease liability — — (378) — (378) Accrued expenses and other liabilities (3,042) (268) (815) — (4,125) Deferred revenue 169 434 — — 603 Investing activities—decrease (increase) in restricted cash 250 — — (250) — Financing activities—changes in funds held in escrow, including funds in transit (21,899) — — 21,899 — NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (79,908) — — 21,649 (58,259) Cash, cash equivalents, and restricted cash—beginning of period 129,128 — — 100,939 230,067 Cash, cash equivalents, and restricted cash—end of period 49,220 — — 122,588 171,808 (1) Amounts include other adjustments made in conjunction with the adoption of Topic 842. 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company adopted ASU No. 2016-13 and related updates on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Others (Topic 350): Simplifying the Test for Goodwill Impairment. ASU No. 2017-04 eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The Company adopted ASU No. 2017-04 on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The Company adopted ASU No. 2018-13 on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU No. 2018-15 on January 1, 2020 using the prospective adoption method. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all other accounting pronouncements issued during the three months ended March 31, 2020 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue	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, 2020, the Company had approximately $17.6 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 March 31, 2020, the Company expects to recognize approximately $14.4 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, 2020 December 31, 2019 Trade and client receivables, net of allowance $ 35,260 $ 30,156 Contract liabilities Deferred revenue 14,386 13,799 Deferred revenue (component of other liabilities, noncurrent) 3,215 3,153 During the three months ended March 31, 2020, changes in the contract liabilities balances were a result of normal business activity and deferral of revenue related to arrangements with freelancers subject to tiered service fees and related allocation of transaction price to material rights.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of March 31, 2020 and December 31, 2019. 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): March 31, 2020 Level I Level II Level III Total Cash equivalents—money market funds $ 59,479 $ — $ — $ 59,479 Marketable securities Commercial paper — 44,790 — 44,790 U.S. government securities 34,903 — — 34,903 Total financial assets $ 94,382 $ 44,790 $ — $ 139,172 December 31, 2019 Level I Level II Level III Total Cash equivalents—money market funds $ 35,286 $ — $ — $ 35,286 Marketable securities Commercial paper — 50,794 — 50,794 U.S. government securities 34,687 — — 34,687 Total financial assets $ 69,973 $ 50,794 $ — $ 120,767 For each of the three months ended March 31, 2020 and 2019, the gross unrealized gains and losses on the Company’s marketable securities were immaterial. As of March 31, 2020 and 2019, 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 months ended March 31, 2020 and 2019.

Balance Sheet Components

Balance Sheet Components	3 Months Ended
	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Balance Sheet Components	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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 65,635 $ 48,392 Restricted cash 2,740 2,490 Funds held in escrow, including funds in transit 123,556 108,721 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 191,931 $ 159,603 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Computer equipment and software $ 3,989 $ 3,613 Internal-use software and platform development 14,303 12,726 Leasehold improvements 13,381 10,576 Office furniture and fixtures 2,865 2,454 Total property and equipment 34,538 29,369 Less: accumulated depreciation (9,549) (7,915) Property and equipment, net $ 24,989 $ 21,454 For the three months ended March 31, 2020 and 2019, depreciation expense related to property and equipment was $0.7 million and $0.8 million, respectively. For the three months ended March 31, 2020 and 2019, the Company capitalized $1.6 million and $1.1 million of internal-use software and platform development costs, respectively. For the three months ended March 31, 2020, amortization expense related to the capitalized internal-use software and platform development costs was $0.9 million. For the three months ended March 31, 2019, amortization expense related to the capitalized internal-use software and platform development costs was immaterial. Intangible Assets, Net All of the Company’s identifiable intangible assets were acquired in March 2014 from the Elance-oDesk Combination. Amortization expense of intangible assets was $0.7 million for each of the three months ended March 31, 2020 and 2019. Amortization expense is included in general and administrative expenses. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2020 December 31, 2019 Accrued compensation and related benefits $ 6,089 $ 5,344 Accrued freelancer costs 1,665 622 Accrued indirect taxes 1,746 2,401 Accrued vendor expenses 9,499 5,485 Accrued payment processing fees 870 832 Operating lease liability, current 3,134 3,214 Other 391 444 Total accrued expenses and other current liabilities $ 23,394 $ 18,342 In February 2020, the Company made changes to its organizational structure to better align with its business strategies and streamline the delivery of its end-to-end user experiences. During the three months ended March 31, 2020, the Company incurred $1.6 million related to these initiatives, of which $0.4 million is included in accrued compensation and related benefits as of March 31, 2020. Operating Leases On January 1, 2020, the Company commenced an operating lease of one additional floor in its Chicago, Illinois office. As a result, the Company recognized a $1.7 million operating lease asset and $1.7 million operating lease liability on January 1, 2020, which are included in operating lease asset and operating lease liability, noncurrent, respectively, on the condensed consolidated balance sheet as of March 31, 2020. The lease has an initial term of five years with the option to renew for an additional five years at the end of the initial lease term. Total minimum lease payments under the initial term are $2.1 million. For the initial measurement of the present value of the lease payments associated with this lease, the Company used its incremental borrowing rate, which is a collateralized rate and approximates the rate at which the Company could borrow, on a secured basis for a similar term, an amount equal to its lease payments in a similar economic environment. The Company includes lease payments associated with renewal options in its operating lease asset and liability only when it becomes reasonably certain that the Company will exercise the renewal option. The Company has not included renewal options for any of its operating leases in its determination of lease liabilities as of March 31, 2020.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the operating lease agreements, as of March 31, 2020 and December 31, 2019, the Company had three irrevocable letters of credit outstanding in the aggregate amounts of $1.0 million and $0.8 million, respectively. No amounts had been drawn against these letters of credit as of March 31, 2020 and December 31, 2019. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. From time to time in the normal course of business, various claims and litigation have been asserted or commenced. Due to uncertainties inherent in litigation and other claims, 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 or litigation 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 or litigation are resolved. As of March 31, 2020 and December 31, 2019, 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 that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the Company has determined that the existence of a material loss as of these dates is neither probable nor reasonably possible. 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 offering, 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

Debt	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	Debt The following table presents the carrying value of the Company’s debt obligations as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 First Term Loan—18 months of interest-only payments ended in March 2019 followed by 36 equal monthly installments of principal plus interest, maturing March 2022; interest at prime plus 0.25% per annum $ 10,000 $ 11,250 Second Term Loan—17 months of interest-only payments ended in March 2019 followed by 42 equal monthly installments of principal plus interest, maturing September 2022; interest at prime plus 0.25% per annum 6,428 7,071 Line of credit—interest at prime with accrued interest due monthly; matures September 2020 15,000 — Total debt 31,428 18,321 Less: unamortized debt discount issuance costs (25) (38) Balance 31,403 18,283 Debt, current (22,589) (7,584) Debt, noncurrent $ 8,814 $ 10,699 Weighted-average interest rate 4.31 % 6.93 % Under the Company’s Loan and Security Agreement, as amended (the “Loan Agreement”), the aggregate amount of the facility is up to $49.0 million, consisting of a term loan in the original principal amount of $15.0 million (the “First Term Loan”), a term loan in the original principal amount of $9.0 million (the “Second Term Loan” and, together with the First Term Loan, the “Term Loans”), and a revolving line of credit, which permits borrowings of up to $25.0 million subject to customary conditions. Among other things, the Company may only borrow funds under the revolving line of credit if, after giving effect thereto, total borrowings under the line of credit do not exceed a specified percentage of eligible trade and client accounts receivable. The Company has granted its lender first-priority liens against substantially all of its assets, as collateral, excluding the Company’s intellectual property (but including proceeds therefrom) and the funds and assets held by the Company’s subsidiary, Upwork Escrow Inc. The Company has also agreed to a negative pledge on its intellectual property. The Loan Agreement also requires that the Company maintain an adjusted quick ratio of 1.75. The Loan Agreement also includes a restrictive covenant on dividend payments other than dividends paid solely in common stock. The Company was in compliance with its covenants under the Loan Agreement as of March 31, 2020 and December 31, 2019. As a result of the uncertainty caused by the COVID-19 pandemic, the Company drew down $15.0 million under the revolving line of credit in March 2020. During the three months ended March 31, 2020, the Company repaid $1.3 million related to the First Term Loan and $0.6 million related to the Second Term Loan. Pursuant to the terms of the Loan Agreement, the Company commenced repayment on the Term Loans in April 2019; accordingly, there were no repayments during the three months ended March 31, 2019.

Net Loss per Share

Net Loss per Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Net Loss per Share	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 March 31, 2020 2019 Numerator: Net loss $ (10,021) $ (5,160) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 114,118,958 106,639,079 Net loss per share, basic and diluted $ (0.09) $ (0.05) 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, 2020 2019 Options to purchase common stock 13,181,714 23,304,831 Common stock issuable upon exercise of common stock warrants 450,000 898,331 Common stock issuable upon vesting of restricted stock units 6,132,421 1,087,759 Common stock issuable in connection with employee stock purchase plan 1,454,352 — Total 21,218,487 25,290,921

Segment and Geographical Inform

Segment and Geographical Information	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment and Geographical Information	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 March 31, 2020 2019 Marketplace $ 74,782 $ 60,455 Managed services 8,414 8,021 Total revenue $ 83,196 $ 68,476 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 March 31, 2020 2019 Freelancers United States $ 13,997 $ 11,769 India 7,473 6,564 Philippines 5,137 4,531 Rest of world 24,355 21,478 Total freelancers 50,962 44,342 Clients United States 22,959 17,674 Rest of world 9,275 6,460 Total clients 32,234 24,134 Total revenue $ 83,196 $ 68,476 Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2020 and December 31, 2019.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsAs a result of the uncertainty caused by the COVID-19 pandemic, the Company drew down an additional $3.0 million

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
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 (“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, 2019 (the “Annual Report”), filed with the SEC on March 2, 2020. The condensed consolidated balance sheet as of December 31, 2019 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 Inc. 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, 2020.
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; the valuation of warrants; 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company adopted ASU No. 2016-13 and related updates on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Others (Topic 350): Simplifying the Test for Goodwill Impairment. ASU No. 2017-04 eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The Company adopted ASU No. 2017-04 on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The Company adopted ASU No. 2018-13 on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU No. 2018-15 on January 1, 2020 using the prospective adoption method. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all other accounting pronouncements issued during the three months ended March 31, 2020 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of New Accounting Pronouncements	The following table summarizes the impacts of adopting these standards on the Company’s previously issued condensed consolidated statements of operations and cash flows for the three months ended March 31, 2019 (in thousands): March 31, 2019 Balances, Topic Topic 842 (1) Topic Balances, Condensed Consolidated Statement of Operations Revenue $ 68,924 $ (448) $ — $ — $ 68,476 Operating expense—General and administrative 15,677 — (16) — 15,661 Net loss (4,728) (448) 16 — (5,160) Net loss per share, basic and diluted (0.04) (0.01) — — (0.05) Condensed Consolidated Statement of Cash Flows Operating activities Net loss $ (4,728) $ (448) $ 16 $ — $ (5,160) Amortization of operating lease asset — — 1,072 — 1,072 Trade and client receivables (26,431) 282 — — (26,149) Prepaid expenses and other assets (991) — 105 — (886) Operating lease liability — — (378) — (378) Accrued expenses and other liabilities (3,042) (268) (815) — (4,125) Deferred revenue 169 434 — — 603 Investing activities—decrease (increase) in restricted cash 250 — — (250) — Financing activities—changes in funds held in escrow, including funds in transit (21,899) — — 21,899 — NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (79,908) — — 21,649 (58,259) Cash, cash equivalents, and restricted cash—beginning of period 129,128 — — 100,939 230,067 Cash, cash equivalents, and restricted cash—end of period 49,220 — — 122,588 171,808 (1) Amounts include other adjustments made in conjunction with the adoption of Topic 842.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract with Customer, Asset and Liability	The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent (in thousands): March 31, 2020 December 31, 2019 Trade and client receivables, net of allowance $ 35,260 $ 30,156 Contract liabilities Deferred revenue 14,386 13,799 Deferred revenue (component of other liabilities, noncurrent) 3,215 3,153

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Financial Liabilities Measured at Fair Value on a Recurring Basis	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): March 31, 2020 Level I Level II Level III Total Cash equivalents—money market funds $ 59,479 $ — $ — $ 59,479 Marketable securities Commercial paper — 44,790 — 44,790 U.S. government securities 34,903 — — 34,903 Total financial assets $ 94,382 $ 44,790 $ — $ 139,172 December 31, 2019 Level I Level II Level III Total Cash equivalents—money market funds $ 35,286 $ — $ — $ 35,286 Marketable securities Commercial paper — 50,794 — 50,794 U.S. government securities 34,687 — — 34,687 Total financial assets $ 69,973 $ 50,794 $ — $ 120,767

Balance Sheet Components (Table

Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Cash and Cash Equivalents	The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 65,635 $ 48,392 Restricted cash 2,740 2,490 Funds held in escrow, including funds in transit 123,556 108,721 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 191,931 $ 159,603
Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Computer equipment and software $ 3,989 $ 3,613 Internal-use software and platform development 14,303 12,726 Leasehold improvements 13,381 10,576 Office furniture and fixtures 2,865 2,454 Total property and equipment 34,538 29,369 Less: accumulated depreciation (9,549) (7,915) Property and equipment, net $ 24,989 $ 21,454
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2020 December 31, 2019 Accrued compensation and related benefits $ 6,089 $ 5,344 Accrued freelancer costs 1,665 622 Accrued indirect taxes 1,746 2,401 Accrued vendor expenses 9,499 5,485 Accrued payment processing fees 870 832 Operating lease liability, current 3,134 3,214 Other 391 444 Total accrued expenses and other current liabilities $ 23,394 $ 18,342

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
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, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 First Term Loan—18 months of interest-only payments ended in March 2019 followed by 36 equal monthly installments of principal plus interest, maturing March 2022; interest at prime plus 0.25% per annum $ 10,000 $ 11,250 Second Term Loan—17 months of interest-only payments ended in March 2019 followed by 42 equal monthly installments of principal plus interest, maturing September 2022; interest at prime plus 0.25% per annum 6,428 7,071 Line of credit—interest at prime with accrued interest due monthly; matures September 2020 15,000 — Total debt 31,428 18,321 Less: unamortized debt discount issuance costs (25) (38) Balance 31,403 18,283 Debt, current (22,589) (7,584) Debt, noncurrent $ 8,814 $ 10,699 Weighted-average interest rate 4.31 % 6.93 %

Net Loss per Share (Tables)

Net Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2020
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 March 31, 2020 2019 Numerator: Net loss $ (10,021) $ (5,160) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 114,118,958 106,639,079 Net loss per share, basic and diluted $ (0.09) $ (0.05)
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, 2020 2019 Options to purchase common stock 13,181,714 23,304,831 Common stock issuable upon exercise of common stock warrants 450,000 898,331 Common stock issuable upon vesting of restricted stock units 6,132,421 1,087,759 Common stock issuable in connection with employee stock purchase plan 1,454,352 — Total 21,218,487 25,290,921

Segment and Geographical Info_2

Segment and Geographical Information (Tables)	3 Months Ended
	Mar. 31, 2020
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 March 31, 2020 2019 Marketplace $ 74,782 $ 60,455 Managed services 8,414 8,021 Total revenue $ 83,196 $ 68,476
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 March 31, 2020 2019 Freelancers United States $ 13,997 $ 11,769 India 7,473 6,564 Philippines 5,137 4,531 Rest of world 24,355 21,478 Total freelancers 50,962 44,342 Clients United States 22,959 17,674 Rest of world 9,275 6,460 Total clients 32,234 24,134 Total revenue $ 83,196 $ 68,476

Description of Business (Detail

Description of Business (Details)	3 Months Ended
	Mar. 31, 2020segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating platforms consolidated	2

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue	$ 83,196	$ 68,476
General and administrative	17,824	15,661
Net loss	$ (10,021)	$ (5,160)
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.05)
Net loss	$ (10,021)	$ (5,160)
Amortization of operating lease asset	969	1,072
Trade and client receivables	5,891	26,149
Prepaid expenses and other assets	464	886
Operating lease liability	(459)	(378)
Accrued expenses and other liabilities	3,881	(4,125)
Deferred revenue	(650)	(603)
Investing activities—decrease (increase) in restricted cash		0
Financing activities—changes in funds held in escrow, including funds in transit	14,834	21,899
Financing activities—changes in funds held in escrow, including funds in transit		0
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	32,328	(58,259)
Cash, cash equivalents, and restricted cash—beginning of period	159,603	230,067
Cash, cash equivalents, and restricted cash—end of period	$ 191,931	171,808
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		68,924
General and administrative		15,677
Net loss		$ (4,728)
Net loss per share, basic and diluted (in dollars per share)		$ (0.04)
Net loss		$ (4,728)
Amortization of operating lease asset		0
Trade and client receivables		26,431
Prepaid expenses and other assets		991
Operating lease liability		0
Accrued expenses and other liabilities		(3,042)
Deferred revenue		(169)
Investing activities—decrease (increase) in restricted cash		250
Financing activities—changes in funds held in escrow, including funds in transit		(21,899)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(79,908)
Cash, cash equivalents, and restricted cash—beginning of period		129,128
Cash, cash equivalents, and restricted cash—end of period		49,220
Restatement Adjustment | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		(448)
General and administrative		0
Net loss		$ (448)
Net loss per share, basic and diluted (in dollars per share)		$ (0.01)
Net loss		$ (448)
Amortization of operating lease asset		0
Trade and client receivables		(282)
Prepaid expenses and other assets		0
Operating lease liability		0
Accrued expenses and other liabilities		(268)
Deferred revenue		(434)
Investing activities—decrease (increase) in restricted cash		0
Financing activities—changes in funds held in escrow, including funds in transit		0
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		0
Cash, cash equivalents, and restricted cash—beginning of period		0
Cash, cash equivalents, and restricted cash—end of period		0
Restatement Adjustment | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		0
General and administrative		(16)
Net loss		$ 16
Net loss per share, basic and diluted (in dollars per share)		$ 0
Net loss		$ 16
Amortization of operating lease asset		1,072
Trade and client receivables		0
Prepaid expenses and other assets		(105)
Operating lease liability		378
Accrued expenses and other liabilities		(815)
Deferred revenue		0
Investing activities—decrease (increase) in restricted cash		0
Financing activities—changes in funds held in escrow, including funds in transit		0
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		0
Cash, cash equivalents, and restricted cash—beginning of period		0
Cash, cash equivalents, and restricted cash—end of period		0
Restatement Adjustment | Accounting Standards Update 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		0
General and administrative		0
Net loss		$ 0
Net loss per share, basic and diluted (in dollars per share)		$ 0
Net loss		$ 0
Amortization of operating lease asset		0
Trade and client receivables		0
Prepaid expenses and other assets		0
Operating lease liability		0
Accrued expenses and other liabilities		0
Deferred revenue		0
Investing activities—decrease (increase) in restricted cash		(250)
Financing activities—changes in funds held in escrow, including funds in transit		21,899
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		21,649
Cash, cash equivalents, and restricted cash—beginning of period		100,939
Cash, cash equivalents, and restricted cash—end of period		$ 122,588

Revenue - Additional Informatio

Revenue - Additional Information (Details) - USD ($) $ in Millions	Jan. 01, 2019	Mar. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount		$ 17.6
Contract with customer, liability, revenue recognized	$ 3.5	5.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount		$ 14.4
Revenue, remaining performance obligation, expected timing of satisfaction, period		12 months

Revenue - Contract Balances (De

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Trade and client receivables, net of allowance	$ 35,260	$ 30,156
Deferred revenue	14,386	13,799
Deferred revenue (component of other liabilities, noncurrent)	3,215	3,153
Calculated under Revenue Guidance in Effect before Topic 606
Disaggregation of Revenue [Line Items]
Trade and client receivables, net of allowance	$ 35,260	$ 30,156

Fair Value Measurements - Finan

Fair Value Measurements - Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 139,172	$ 120,767
Cash equivalents—money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	59,479	35,286
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	44,790	50,794
U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	34,903	34,687
Level I
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	94,382	69,973
Level I | Cash equivalents—money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	59,479	35,286
Level I | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Level I | U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	34,903	34,687
Level II
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	44,790	50,794
Level II | Cash equivalents—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]
Marketable securities	44,790	50,794
Level II | U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Level III
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	0	0
Level III | Cash equivalents—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]
Marketable securities	0	0
Level III | U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Other (income) expense, net	$ 731	$ (479)

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 65,635	$ 48,392
Restricted cash	2,740	2,490
Funds held in escrow, including funds in transit	123,556	108,721
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 191,931	$ 159,603	$ 171,808	$ 230,067

Balance Sheet Components - Prop

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 34,538		$ 29,369
Less: accumulated depreciation	(9,549)		(7,915)
Property and equipment, net	24,989		21,454
Depreciation expense	700	$ 800
Capitalized internal-use software and platform development costs	1,600	1,100
Amortization of internal-use software and platform development costs	900	$ 0
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	3,989		3,613
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	14,303		12,726
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	13,381		10,576
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,865		$ 2,454

Balance Sheet Components - Inta

Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Amortization expense of intangible assets	$ 0.7	$ 0.7

Balance Sheet Components - Accr

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Accrued compensation and related benefits	$ 6,089	$ 5,344
Accrued freelancer costs	1,665	622
Accrued indirect taxes	1,746	2,401
Accrued vendor expenses	9,499	5,485
Accrued payment processing fees	870	832
Operating lease liability, current	3,134	3,214
Other	391	444
Total accrued expenses and other current liabilities	23,394	$ 18,342
Organization Structure Updates [Member]
Restructuring Cost and Reserve [Line Items]
Accrued compensation and related benefits	400
Restructuring and related cost, incurred cost	$ 1,600

Balance Sheet Components - Oper

Balance Sheet Components - Operating Leases (Details) $ in Thousands	Mar. 31, 2020USD ($)	Jan. 01, 2020USD ($)	Dec. 31, 2019USD ($)
Property, Plant and Equipment [Line Items]
Operating lease asset	$ 22,620		$ 21,908
Building Floor
Property, Plant and Equipment [Line Items]
Number of contracts		1
Operating lease asset		$ 1,700
Operating lease liability		$ 1,700
Term of contract	5 years
Renewal term	5 years
Total minimum lease payments	$ 2,100

Commitments and Contingencies -

Commitments and Contingencies - Letters of Credit (Details) $ in Millions	Mar. 31, 2020USD ($)	Dec. 31, 2019USD ($)letter
Commitments and Contingencies Disclosure [Abstract]
Letters of credit held | letter		3
Letters of credit outstanding | $	$ 1	$ 0.8

Debt - Summary of Carrying Valu

Debt - Summary of Carrying Value of Debt (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)installment	Dec. 31, 2019USD ($)
Debt Instrument [Line Items]
Total debt	$ 31,428	$ 18,321
Less: unamortized debt discount issuance costs	(25)	(38)
Balance	31,403	18,283
Debt, current	(22,589)	(7,584)
Debt, noncurrent	$ 8,814	$ 10,699
Weighted-average interest rate	4.31%	6.93%
First Term Loan
Debt Instrument [Line Items]
Total debt	$ 10,000	$ 11,250
Interest only payments term	18 months
Number of equal monthly installments of principal and interest | installment	36
First Term Loan | Prime Rate
Debt Instrument [Line Items]
Debt, variable rate	0.25%
Second Term Loan
Debt Instrument [Line Items]
Total debt	$ 6,428	7,071
Interest only payments term	17 months
Number of equal monthly installments of principal and interest | installment	42
Second Term Loan | Prime Rate
Debt Instrument [Line Items]
Debt, variable rate	0.25%
Line of Credit
Debt Instrument [Line Items]
Total debt	$ 15,000	$ 0

Debt - Additional Information (

Debt - Additional Information (Details)	1 Months Ended	3 Months Ended
	Mar. 31, 2019USD ($)	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 49,000,000
Adjusted quick ratio	1.75
Proceeds from borrowings on debt	$ 15,000,000	15,000,000	$ 25,000,000
Repayment of debt		1,893,000	$ 0
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		25,000,000
First Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		15,000,000
Repayment of debt		$ 1,300,000
First Term Loan | Prime Rate
Debt Instrument [Line Items]
Debt, variable rate		0.25%
Second Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		$ 9,000,000
Repayment of debt		$ 600,000
Second Term Loan | Prime Rate
Debt Instrument [Line Items]
Debt, variable rate		0.25%

Net Loss per Share - Summary of

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, 2020	Mar. 31, 2019
Numerator:
Net loss	$ (10,021)	$ (5,160)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted (in shares)	114,118,958	106,639,079
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.05)

Net Loss per Share - Schedule o

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
	Mar. 31, 2020	Mar. 31, 2019
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)	21,218,487	25,290,921
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)	13,181,714	23,304,831
Common Stock Issuable upon Exercise of Common Stock Warrant
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)	450,000	898,331
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)	6,132,421	1,087,759
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)	1,454,352	0

Segment and Geographical Info_3

Segment and Geographical Information - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Segment and Geographical Info_4

Segment and Geographical Information - Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 83,196	$ 68,476
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	74,782	60,455
Managed services
Disaggregation of Revenue [Line Items]
Revenue	$ 8,414	$ 8,021

Segment and Geographical Info_5

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, 2020	Mar. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 83,196	$ 68,476
Freelancers
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	50,962	44,342
Freelancers | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	13,997	11,769
Freelancers | India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	7,473	6,564
Freelancers | Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	5,137	4,531
Freelancers | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	24,355	21,478
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	32,234	24,134
Clients | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	22,959	17,674
Clients | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 9,275	$ 6,460

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Apr. 30, 2020USD ($)
Subsequent Event | Revolving Credit Facility
Subsequent Event [Line Items]
Long-term line of credit	$ 3

Uncategorized Items - upwk-2020

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (11,799,000)
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (11,799,000)