Upwork (UPWK) 10-Q 4 Nov 20 2020 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2020	Oct. 31, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
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 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)		122,073,553

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 88,436	$ 48,392
Marketable securities	67,051	85,481
Funds held in escrow, including funds in transit	128,131	108,721
Trade and client receivables – net of allowance of $1,648 and $2,215 as of September 30, 2020 and December 31, 2019, respectively	39,853	30,156
Prepaid expenses and other current assets	8,487	7,885
Total current assets	331,958	280,635
Property and equipment, net	27,680	21,454
Goodwill	118,219	118,219
Intangible assets, net	1,334	3,335
Operating lease asset	20,662	21,908
Other assets, noncurrent	1,784	829
Total assets	501,637	446,380
Current liabilities
Accounts payable	5,708	652
Escrow funds payable	128,131	108,721
Debt, current	7,576	7,584
Accrued expenses and other current liabilities	28,766	18,342
Deferred revenue	15,892	13,799
Total current liabilities	186,073	149,098
Debt, noncurrent	5,021	10,699
Operating lease liability, noncurrent	21,693	21,186
Other liabilities, noncurrent	7,276	5,973
Total liabilities	220,063	186,956
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 121,775,309 and 113,604,398 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	12	11
Additional paid-in capital	477,311	431,370
Accumulated deficit	(195,749)	(171,957)
Total stockholders’ equity	281,574	259,424
Total liabilities and stockholders’ equity	$ 501,637	$ 446,380

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,648	$ 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)	121,775,309,000	113,604,398
Common stock, shares outstanding (in shares)	121,775,309,000	113,604,398

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenue	$ 96,748	$ 78,015	$ 267,475	$ 220,274
Cost of revenue	26,596	22,494	75,489	65,207
Gross profit	70,152	55,521	191,986	155,067
Operating expenses
Research and development	20,833	16,209	60,728	47,705
Sales and marketing	33,577	25,322	98,695	70,319
General and administrative	18,047	16,468	52,973	46,193
Provision for transaction losses	724	1,214	2,654	2,706
Total operating expenses	73,181	59,213	215,050	166,923
Loss from operations	(3,029)	(3,692)	(23,064)	(11,856)
Interest expense	152	317	640	1,047
Other (income) expense, net	(452)	(462)	31	(1,773)
Loss before income taxes	(2,729)	(3,547)	(23,735)	(11,130)
Income tax provision	(18)	0	(57)	(28)
Net loss	$ (2,747)	$ (3,547)	$ (23,792)	$ (11,158)
Net loss per share, basic and diluted (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.20)	$ (0.10)
Weighted-average shares used to compute net loss per share, basic and diluted (in shares)	120,680,797	111,163,396	117,120,815	108,844,495

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect adjustment from adoption of new accounting pronouncement		$ (11,799)				$ (11,799)
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)			5,041,302
Issuance of common stock upon exercise of stock options and common stock warrants	14,145			14,145
Stock-based compensation expense	10,714			10,714
Issuance of common stock for settlement of RSUs (in shares)			123,562
Issuance of common stock for settlement of RSUs	$ 0
Issuance of common stock in connection with employee stock purchase plan (in shares)	280,308
Issuance of common stock in connection with employee stock purchase plan	$ 3,577			3,577
Net loss	(11,158)				(11,158)
Ending balance (in shares) at Sep. 30, 2019			111,899,493
Ending balance at Sep. 30, 2019	249,224		$ 11	415,669	(166,456)
Beginning balance (in shares) at Jun. 30, 2019			110,708,530
Beginning balance at Jun. 30, 2019	244,978		$ 11	407,876	(162,909)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and common stock warrants (in shares)			1,122,763
Issuance of common stock upon exercise of stock options and common stock warrants	3,795			3,795
Stock-based compensation expense	3,998			3,998
Issuance of common stock for settlement of RSUs (in shares)			68,200
Issuance of common stock for settlement of RSUs	0
Net loss	(3,547)				(3,547)
Ending balance (in shares) at Sep. 30, 2019			111,899,493
Ending balance at Sep. 30, 2019	249,224		$ 11	415,669	(166,456)
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)			6,744,484
Issuance of common stock upon exercise of stock options and common stock warrants	23,343		$ 1	23,342
Stock-based compensation expense	18,927			18,927
Issuance of common stock for settlement of RSUs (in shares)			1,162,183
Issuance of common stock for settlement of RSUs	0
Tides Foundation common stock warrant expense and other	1,011			1,011
Issuance of common stock in connection with employee stock purchase plan (in shares)			264,244
Issuance of common stock in connection with employee stock purchase plan	2,661			2,661
Net loss	(23,792)				(23,792)
Ending balance (in shares) at Sep. 30, 2020			121,775,309
Ending balance at Sep. 30, 2020	281,574		$ 12	477,311	(195,749)
Beginning balance (in shares) at Jun. 30, 2020			119,267,694
Beginning balance at Jun. 30, 2020	270,143		$ 12	463,133	(193,002)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and common stock warrants (in shares)			2,096,934
Issuance of common stock upon exercise of stock options and common stock warrants	7,333		$ 0	7,333
Stock-based compensation expense	6,734			6,734
Issuance of common stock for settlement of RSUs (in shares)			410,681
Issuance of common stock for settlement of RSUs	0
Tides Foundation common stock warrant expense and other	111			111
Net loss	(2,747)				(2,747)
Ending balance (in shares) at Sep. 30, 2020			121,775,309
Ending balance at Sep. 30, 2020	$ 281,574		$ 12	$ 477,311	$ (195,749)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (23,792)	$ (11,158)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for transaction losses	2,654	2,078
Depreciation and amortization	7,444	4,498
Amortization of debt issuance costs	43	39
Amortization of discount on purchases of marketable securities	(311)	(948)
Amortization of operating lease asset	2,927	3,059
Tides Foundation common stock warrant expense	564	439
Stock-based compensation expense	19,527	10,858
Changes in operating assets and liabilities:
Trade and client receivables	(12,490)	(7,103)
Prepaid expenses and other assets	(284)	(1,407)
Operating lease liability	(1,420)	(979)
Accounts payable	5,087	697
Accrued expenses and other liabilities	10,448	(799)
Deferred revenue	3,015	2,727
Net cash provided by operating activities	13,412	2,001
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(70,215)	(131,950)
Proceeds from maturities of marketable securities	89,000	72,500
Purchases of property and equipment	(6,210)	(10,230)
Internal-use software and platform development costs	(5,567)	(4,054)
Net cash provided by (used in) investing activities	7,008	(73,734)
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	19,409	16,407
Proceeds from exercises of stock options and common stock warrants	23,343	13,974
Proceeds from borrowings on debt	18,000	50,000
Repayment of debt	(23,729)	(53,786)
Proceeds from employee stock purchase plan	2,661	3,577
Net cash provided by financing activities	39,684	30,172
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	60,104	(41,561)
Cash, cash equivalents, and restricted cash—beginning of period	159,603	230,067
Cash, cash equivalents, and restricted cash—end of period	219,707	188,506
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	640	1,027
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	$ 395	$ 905

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Upwork Inc. (the “Company” or “Upwork”) operates a work marketplace that connects businesses (“clients”) with independent talent (“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	9 Months Ended
	Sep. 30, 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 for the three and nine months ended September 30, 2019 and condensed consolidated statement of cash flows for the nine months ended September 30, 2019 (in thousands): Balances, Topic Topic 842 (1) Topic Balances, Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2019 Revenue $ 78,786 $ (771) $ — $ — $ 78,015 Operating expense—General and administrative 16,519 — (51) — 16,468 Net loss (2,827) (771) 51 — (3,547) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2019 Revenue $ 221,966 $ (1,692) $ — $ — $ 220,274 Operating expense—General and administrative 46,309 — (116) — 46,193 Net loss (9,582) (1,692) 116 — (11,158) Net loss per share, basic and diluted (0.09) (0.01) — — (0.10) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2019 Operating activities Net loss $ (9,582) $ (1,692) $ 116 $ — $ (11,158) Amortization of operating lease asset — — 3,059 — 3,059 Trade and client receivables (11,885) 4,782 — — (7,103) Prepaid expenses and other assets (1,439) — 32 — (1,407) Operating lease liability — — (979) — (979) Accrued expenses and other liabilities 5,814 (4,385) (2,228) — (799) Deferred revenue 1,432 1,295 — — 2,727 Financing activities—changes in funds held in escrow, including funds in transit (16,407) — — 16,407 — NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (57,968) — — 16,407 (41,561) Cash, cash equivalents, and restricted cash—beginning of period 129,128 — — 100,939 230,067 Cash, cash equivalents, and restricted cash—end of period 71,160 — — 117,346 188,506 (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 nine months ended September 30, 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	9 Months Ended
	Sep. 30, 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 September 30, 2020, the Company had approximately $20.0 million of remaining performance obligations. The Company’s remaining performance obligations consist of transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with freelancers subject to tiered service fees, subscriptions, memberships, “Connects” (virtual tokens that allow freelancers to bid on projects on the Company’s platform), and certain incentive payments made to the Company by payment processors. As of September 30, 2020, the Company expects to recognize approximately $15.9 million over the next 12 months, with the remaining balance recognized thereafter. The Company has applied the practical expedients and exemptions and does not disclose the value of remaining performance obligations for: (i) contracts with an original expected length of one year or less; and (ii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation under the series guidance. Contract Balances The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent (in thousands): September 30, 2020 December 31, 2019 Trade and client receivables, net of allowance $ 39,853 $ 30,156 Contract liabilities Deferred revenue 15,892 13,799 Deferred revenue (component of other liabilities, noncurrent) 4,074 3,153 During the three and nine months ended September 30, 2020, changes in the contract liabilities balances were a result of normal business activity, deferral of revenue related to arrangements with freelancers subject to tiered service fees and related allocation of transaction price to material rights, and a change in estimate related to the period of time over which to recognize the consideration allocated to the material rights.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 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 September 30, 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): September 30, 2020 Level I Level II Level III Total Cash equivalents—money market funds $ 73,457 $ — $ — $ 73,457 Marketable securities Commercial paper — 47,947 — 47,947 Treasury bills 4,497 — — 4,497 U.S. government securities 14,607 — — 14,607 Total financial assets $ 92,561 $ 47,947 $ — $ 140,508 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 and nine months ended September 30, 2020 and 2019, the gross unrealized gains and losses on the Company’s marketable securities were immaterial. As of September 30, 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 and nine months ended September 30, 2020 and 2019.

Balance Sheet Components

Balance Sheet Components	9 Months Ended
	Sep. 30, 2019
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 September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 88,436 $ 48,392 Restricted cash 3,140 2,490 Funds held in escrow, including funds in transit 128,131 108,721 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 219,707 $ 159,603 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Computer equipment and software $ 4,780 $ 3,613 Internal-use software and platform development 18,282 12,726 Leasehold improvements 14,612 10,576 Office furniture and fixtures 3,354 2,454 Total property and equipment 41,028 29,369 Less: accumulated depreciation (13,348) (7,915) Property and equipment, net $ 27,680 $ 21,454 For the three months ended September 30, 2020 and 2019, depreciation expense related to property and equipment was $1.0 million and $0.7 million, respectively. For the nine months ended September 30, 2020 and 2019, depreciation expense related to property and equipment was $2.5 million and $2.1 million, respectively. For the three months ended September 30, 2020 and 2019, the Company capitalized $2.3 million and $2.0 million of internal-use software and platform development costs, respectively. For the nine months ended September 30, 2020 and 2019, the Company capitalized $5.6 million and $4.5 million of internal-use software and platform development costs, respectively. For the three months ended September 30, 2020 and 2019, amortization expense related to the capitalized internal-use software and platform development costs was $1.0 million and $0.3 million, respectively. For the nine months ended September 30, 2020 and 2019, amortization expense related to capitalized internal-use software and platform development costs was $3.0 million and $0.4 million, respectively. Intangible Assets, Net All of the Company’s identifiable intangible assets were acquired in March 2014 from the Elance-oDesk Combination. For each of the three months ended September 30, 2020 and 2019, amortization expense of intangible assets was $0.7 million. For each of the nine months ended September 30, 2020 and 2019, amortization expense of intangible assets was $2.0 million. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued compensation and related benefits $ 11,804 $ 5,344 Accrued freelancer costs 967 622 Accrued indirect taxes 2,670 2,401 Accrued vendor expenses 8,826 5,485 Accrued payment processing fees 961 832 Operating lease liability, current 2,969 3,214 Other 569 444 Total accrued expenses and other current liabilities $ 28,766 $ 18,342 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 September 30, 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 September 30, 2020.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the operating lease agreements, as of September 30, 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 September 30, 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 September 30, 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	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Debt	Debt The following table presents the carrying value of the Company’s debt obligations as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 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 $ 7,500 $ 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 5,142 7,071 Total debt 12,642 18,321 Less: unamortized debt discount issuance costs (45) (38) Balance 12,597 18,283 Debt, current (7,576) (7,584) Debt, noncurrent $ 5,021 $ 10,699 Weighted-average interest rate 5.20 % 6.93 % Under 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. In August 2020, the Company entered into an amendment to the Loan Agreement that, among other things, extended the maturity date of the revolving line of credit from September 2020 to September 2022 and eliminated a formula-based restriction that prohibited the Company from borrowing funds under the revolving line of credit in an amount that exceeded 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 September 30, 2020 and December 31, 2019. Pursuant to the terms of the Loan Agreement, the Company commenced repayment on the Term Loans in April 2019. During the three and nine months ended September 30, 2020, the Company repaid $1.3 million and $3.8 million related to the First Term Loan, respectively, and $0.6 million and $1.9 million related to the Second Term Loan, respectively. During the three and nine months ended September 30, 2019, the Company repaid $1.3 million and $2.5 million related to the First Term Loan, respectively, and $0.6 million and $1.3 million related to the Second Term Loan, respectively.

Net Loss per Share

Net Loss per Share	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2020 2019 2020 2019 Numerator: Net loss $ (2,747) $ (3,547) $ (23,792) $ (11,158) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 120,680,797 111,163,396 117,120,815 108,844,495 Net loss per share, basic and diluted $ (0.02) $ (0.03) $ (0.20) $ (0.10) The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: As of September 30, 2020 2019 Options to purchase common stock 7,744,337 16,596,305 Common stock issuable upon exercise of common stock warrants 450,000 500,000 Common stock issuable upon vesting of restricted stock units 5,983,872 1,471,876 Common stock issuable in connection with employee stock purchase plan 898,426 730,217 Total 15,076,635 19,298,398

Segment and Geographical Inform

Segment and Geographical Information	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2020 2019 2020 2019 Marketplace $ 88,040 $ 69,912 $ 241,286 $ 196,095 Managed services 8,708 8,103 26,189 24,179 Total revenue $ 96,748 $ 78,015 $ 267,475 $ 220,274 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 Nine Months Ended 2020 2019 2020 2019 Freelancers United States $ 15,832 $ 12,870 $ 44,129 $ 36,999 India 8,796 7,046 24,148 20,444 Philippines 5,995 5,077 16,436 14,488 Rest of world 28,120 22,876 78,308 66,714 Total freelancers 58,743 47,869 163,021 138,645 Clients United States 28,861 23,502 76,174 62,607 Rest of world 9,144 6,644 28,280 19,022 Total clients 38,005 30,146 104,454 81,629 Total revenue $ 96,748 $ 78,015 $ 267,475 $ 220,274 Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2020 and December 31, 2019.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events [ Placeholder - Footnote will be removed if no material subsequent events. Tides exercise in October is not material - not disclosing in footnotes. ]

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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)	9 Months Ended
	Sep. 30, 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 for the three and nine months ended September 30, 2019 and condensed consolidated statement of cash flows for the nine months ended September 30, 2019 (in thousands): Balances, Topic Topic 842 (1) Topic Balances, Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2019 Revenue $ 78,786 $ (771) $ — $ — $ 78,015 Operating expense—General and administrative 16,519 — (51) — 16,468 Net loss (2,827) (771) 51 — (3,547) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2019 Revenue $ 221,966 $ (1,692) $ — $ — $ 220,274 Operating expense—General and administrative 46,309 — (116) — 46,193 Net loss (9,582) (1,692) 116 — (11,158) Net loss per share, basic and diluted (0.09) (0.01) — — (0.10) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2019 Operating activities Net loss $ (9,582) $ (1,692) $ 116 $ — $ (11,158) Amortization of operating lease asset — — 3,059 — 3,059 Trade and client receivables (11,885) 4,782 — — (7,103) Prepaid expenses and other assets (1,439) — 32 — (1,407) Operating lease liability — — (979) — (979) Accrued expenses and other liabilities 5,814 (4,385) (2,228) — (799) Deferred revenue 1,432 1,295 — — 2,727 Financing activities—changes in funds held in escrow, including funds in transit (16,407) — — 16,407 — NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (57,968) — — 16,407 (41,561) Cash, cash equivalents, and restricted cash—beginning of period 129,128 — — 100,939 230,067 Cash, cash equivalents, and restricted cash—end of period 71,160 — — 117,346 188,506 (1) Amounts include other adjustments made in conjunction with the adoption of Topic 842.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 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): September 30, 2020 December 31, 2019 Trade and client receivables, net of allowance $ 39,853 $ 30,156 Contract liabilities Deferred revenue 15,892 13,799 Deferred revenue (component of other liabilities, noncurrent) 4,074 3,153

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 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): September 30, 2020 Level I Level II Level III Total Cash equivalents—money market funds $ 73,457 $ — $ — $ 73,457 Marketable securities Commercial paper — 47,947 — 47,947 Treasury bills 4,497 — — 4,497 U.S. government securities 14,607 — — 14,607 Total financial assets $ 92,561 $ 47,947 $ — $ 140,508 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)	9 Months Ended
	Sep. 30, 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 September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 88,436 $ 48,392 Restricted cash 3,140 2,490 Funds held in escrow, including funds in transit 128,131 108,721 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 219,707 $ 159,603
Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Computer equipment and software $ 4,780 $ 3,613 Internal-use software and platform development 18,282 12,726 Leasehold improvements 14,612 10,576 Office furniture and fixtures 3,354 2,454 Total property and equipment 41,028 29,369 Less: accumulated depreciation (13,348) (7,915) Property and equipment, net $ 27,680 $ 21,454
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued compensation and related benefits $ 11,804 $ 5,344 Accrued freelancer costs 967 622 Accrued indirect taxes 2,670 2,401 Accrued vendor expenses 8,826 5,485 Accrued payment processing fees 961 832 Operating lease liability, current 2,969 3,214 Other 569 444 Total accrued expenses and other current liabilities $ 28,766 $ 18,342

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2020 and December 31, 2019 (in thousands): September 30, 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 $ 7,500 $ 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 5,142 7,071 Total debt 12,642 18,321 Less: unamortized debt discount issuance costs (45) (38) Balance 12,597 18,283 Debt, current (7,576) (7,584) Debt, noncurrent $ 5,021 $ 10,699 Weighted-average interest rate 5.20 % 6.93 %

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2020 2019 2020 2019 Numerator: Net loss $ (2,747) $ (3,547) $ (23,792) $ (11,158) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 120,680,797 111,163,396 117,120,815 108,844,495 Net loss per share, basic and diluted $ (0.02) $ (0.03) $ (0.20) $ (0.10)
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders	The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: As of September 30, 2020 2019 Options to purchase common stock 7,744,337 16,596,305 Common stock issuable upon exercise of common stock warrants 450,000 500,000 Common stock issuable upon vesting of restricted stock units 5,983,872 1,471,876 Common stock issuable in connection with employee stock purchase plan 898,426 730,217 Total 15,076,635 19,298,398

Segment and Geographical Info_2

Segment and Geographical Information (Tables)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2020 2019 2020 2019 Marketplace $ 88,040 $ 69,912 $ 241,286 $ 196,095 Managed services 8,708 8,103 26,189 24,179 Total revenue $ 96,748 $ 78,015 $ 267,475 $ 220,274
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 Nine Months Ended 2020 2019 2020 2019 Freelancers United States $ 15,832 $ 12,870 $ 44,129 $ 36,999 India 8,796 7,046 24,148 20,444 Philippines 5,995 5,077 16,436 14,488 Rest of world 28,120 22,876 78,308 66,714 Total freelancers 58,743 47,869 163,021 138,645 Clients United States 28,861 23,502 76,174 62,607 Rest of world 9,144 6,644 28,280 19,022 Total clients 38,005 30,146 104,454 81,629 Total revenue $ 96,748 $ 78,015 $ 267,475 $ 220,274

Description of Business (Detail

Description of Business (Details)	12 Months Ended
	Dec. 31, 2015segment
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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue	$ 96,748	$ 78,015	$ 267,475	$ 220,274
General and administrative	18,047	16,468	52,973	46,193
Net loss	$ (2,747)	$ (3,547)	$ (23,792)	$ (11,158)
Net loss per share, basic and diluted (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.20)	$ (0.10)
Net loss			$ (23,792)	$ (11,158)
Amortization of operating lease asset			2,927	3,059
Trade and client receivables			12,490	7,103
Prepaid expenses and other assets			284	1,407
Operating lease liability			(1,420)	(979)
Accrued expenses and other liabilities			10,448	(799)
Deferred revenue			(3,015)	(2,727)
Financing activities—changes in funds held in escrow, including funds in transit				0
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			60,104	(41,561)
Cash, cash equivalents, and restricted cash—beginning of period			159,603	230,067
Cash, cash equivalents, and restricted cash—end of period	$ 219,707	$ 188,506	$ 219,707	188,506
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		78,786		221,966
General and administrative		16,519		46,309
Net loss		(2,827)		$ (9,582)
Net loss per share, basic and diluted (in dollars per share)				$ (0.09)
Net loss				$ (9,582)
Amortization of operating lease asset				0
Trade and client receivables				11,885
Prepaid expenses and other assets				1,439
Operating lease liability				0
Accrued expenses and other liabilities				5,814
Deferred revenue				(1,432)
Financing activities—changes in funds held in escrow, including funds in transit				(16,407)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH				(57,968)
Cash, cash equivalents, and restricted cash—beginning of period				129,128
Cash, cash equivalents, and restricted cash—end of period		71,160		71,160
Restatement Adjustment | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		(771)		(1,692)
General and administrative		0		0
Net loss		(771)		$ (1,692)
Net loss per share, basic and diluted (in dollars per share)				$ (0.01)
Net loss				$ (1,692)
Amortization of operating lease asset				0
Trade and client receivables				(4,782)
Prepaid expenses and other assets				0
Operating lease liability				0
Accrued expenses and other liabilities				(4,385)
Deferred revenue				(1,295)
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		0
Restatement Adjustment | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		0		0
General and administrative		(51)		(116)
Net loss		51		$ 116
Net loss per share, basic and diluted (in dollars per share)				$ 0
Net loss				$ 116
Amortization of operating lease asset				3,059
Trade and client receivables				0
Prepaid expenses and other assets				(32)
Operating lease liability				(979)
Accrued expenses and other liabilities				(2,228)
Deferred revenue				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		0
Restatement Adjustment | Accounting Standards Update 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue		0		0
General and administrative		0		0
Net loss		0		$ 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
Financing activities—changes in funds held in escrow, including funds in transit				16,407
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH				16,407
Cash, cash equivalents, and restricted cash—beginning of period				100,939
Cash, cash equivalents, and restricted cash—end of period		$ 117,346		$ 117,346

Revenue - Additional Informatio

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 20		$ 20
Contract with customer, liability, revenue recognized	5.2	$ 3.9	10.9	$ 9.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 15.9		$ 15.9
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months		12 months

Revenue - Contract Balances (De

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Trade and client receivables, net of allowance	$ 39,853	$ 30,156
Deferred revenue	15,892	13,799
Deferred revenue (component of other liabilities, noncurrent)	4,074	3,153
Calculated under Revenue Guidance in Effect before Topic 606
Disaggregation of Revenue [Line Items]
Trade and client receivables, net of allowance	$ 39,853	$ 30,156

Fair Value Measurements - Finan

Fair Value Measurements - Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 140,508	$ 120,767
Total debt	12,642	18,321
Cash equivalents—money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	73,457	35,286
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	47,947	50,794
U.S. government securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	14,607	34,687
US Treasury Bill Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	4,497
Level I
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	92,561	69,973
Level I | Cash equivalents—money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	73,457	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	14,607	34,687
Level I | US Treasury Bill Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	4,497
Level II
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	47,947	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	47,947	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 II | US Treasury Bill Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	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
Level III | US Treasury Bill Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 88,436	$ 48,392
Restricted cash	3,140	2,490
Funds held in escrow, including funds in transit	128,131	108,721
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 219,707	$ 159,603	$ 188,506	$ 230,067

Balance Sheet Components - Prop

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 41,028		$ 41,028		$ 29,369
Less: accumulated depreciation	(13,348)		(13,348)		(7,915)
Property and equipment, net	27,680		27,680		21,454
Depreciation expense	1,000	$ 700	2,500	$ 2,100
Capitalized internal-use software and platform development costs	2,300	2,000	5,600	4,500
Amortization of internal-use software and platform development costs	1,000	$ 300	3,000	$ 400
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	4,780		4,780		3,613
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	18,282		18,282		12,726
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	14,612		14,612		10,576
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,354		$ 3,354		$ 2,454

Balance Sheet Components - Inta

Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Balance Sheet Related Disclosures [Abstract]
Amortization expense of intangible assets	$ 0.7	$ 0.7	$ 2	$ 2

Balance Sheet Components - Accr

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 11,804	$ 5,344
Accrued freelancer costs	967	622
Accrued indirect taxes	2,670	2,401
Accrued vendor expenses	8,826	5,485
Accrued payment processing fees	961	832
Operating lease liability, current	2,969	3,214
Other	569	444
Total accrued expenses and other current liabilities	$ 28,766	$ 18,342

Balance Sheet Components - Oper

Balance Sheet Components - Operating Leases (Details) $ in Thousands	Sep. 30, 2020USD ($)	Jan. 01, 2020USD ($)floor	Dec. 31, 2019USD ($)
Property, Plant and Equipment [Line Items]
Operating lease asset	$ 20,662		$ 21,908
Building Floor
Property, Plant and Equipment [Line Items]
Number of additional floors | floor		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	Sep. 30, 2020USD ($)letter	Dec. 31, 2019USD ($)letter
Commitments and Contingencies Disclosure [Abstract]
Letters of credit held | letter	3	3
Letters of credit outstanding | $	$ 1	$ 0.8

Debt - Summary of Carrying Valu

Debt - Summary of Carrying Value of Debt (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020USD ($)installment	Dec. 31, 2019USD ($)
Debt Instrument [Line Items]
Total debt	$ 12,642	$ 18,321
Less: unamortized debt discount issuance costs	(45)	(38)
Balance	12,597	18,283
Debt, current	(7,576)	(7,584)
Debt, noncurrent	$ 5,021	$ 10,699
Weighted-average interest rate	5.20%	6.93%
First Term Loan
Debt Instrument [Line Items]
Total debt	$ 7,500	$ 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	$ 5,142	$ 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%

Debt - Additional Information (

Debt - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity (up to)	$ 49,000,000		$ 49,000,000
Adjusted quick ratio			1.75
Proceeds from borrowings on debt			$ 18,000,000	$ 50,000,000
Repayment of debt			23,729,000	53,786,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity (up to)	25,000,000		25,000,000
First Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount	15,000,000		15,000,000
Repayment of debt	1,300,000	$ 1,300,000	3,800,000	2,500,000
Second Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount	9,000,000		9,000,000
Repayment of debt	$ 600,000	$ 600,000	$ 1,900,000	$ 1,300,000

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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Numerator:
Net loss	$ (2,747)	$ (3,547)	$ (23,792)	$ (11,158)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted (in shares)	120,680,797	111,163,396	117,120,815	108,844,495
Net loss per share, basic and diluted (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.20)	$ (0.10)

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
	Sep. 30, 2020	Sep. 30, 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)	15,076,635	19,298,398
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)	7,744,337	16,596,305
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	500,000
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)	5,983,872	1,471,876
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)	898,426	730,217

Segment and Geographical Info_3

Segment and Geographical Information - Additional Information (Details)	9 Months Ended
	Sep. 30, 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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 96,748	$ 78,015	$ 267,475	$ 220,274
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	88,040	69,912	241,286	196,095
Managed services
Disaggregation of Revenue [Line Items]
Revenue	$ 8,708	$ 8,103	$ 26,189	$ 24,179

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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 96,748	$ 78,015	$ 267,475	$ 220,274
Freelancers
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	58,743	47,869	163,021	138,645
Freelancers | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	15,832	12,870	44,129	36,999
Freelancers | India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	8,796	7,046	24,148	20,444
Freelancers | Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	5,995	5,077	16,436	14,488
Freelancers | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	28,120	22,876	78,308	66,714
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	38,005	30,146	104,454	81,629
Clients | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	28,861	23,502	76,174	62,607
Clients | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 9,144	$ 6,644	$ 28,280	$ 19,022