Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-38678 |
Entity Registrant Name | UPWORK INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 46-4337682 |
Entity Address, Address Line One | 475 Brannan Street, Suite 430 |
Entity Address, City or Town | San Francisco, |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94107 |
City Area Code | 650 |
Local Phone Number | 316-7500 |
Title of 12(b) Security | Common Stock, $0.0001 par value per share |
Trading Symbol | UPWK |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding (in shares) | 131,342,482 |
Amendment Flag | false |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001627475 |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 156,423 | $ 187,205 |
Marketable securities | 519,383 | 497,566 |
Funds held in escrow, including funds in transit | 169,966 | 160,813 |
Trade and client receivables – net of allowance of $16,099 and $3,410 as of September 30, 2022 and December 31, 2021, respectively | 67,070 | 66,826 |
Prepaid expenses and other current assets | 16,860 | 17,243 |
Total current assets | 929,702 | 929,653 |
Property and equipment, net | 21,487 | 21,329 |
Goodwill | 118,219 | 118,219 |
Operating lease asset | 8,387 | 10,682 |
Other assets, noncurrent | 1,431 | 1,178 |
Total assets | 1,079,226 | 1,081,061 |
Current liabilities | ||
Accounts payable | 5,354 | 4,996 |
Escrow funds payable | 169,966 | 160,813 |
Accrued expenses and other current liabilities | 51,781 | 45,742 |
Deferred revenue | 24,910 | 22,083 |
Total current liabilities | 252,011 | 233,634 |
Debt, noncurrent | 563,520 | 561,299 |
Operating lease liability, noncurrent | 12,619 | 16,753 |
Other liabilities, noncurrent | 8,493 | 9,858 |
Total liabilities | 836,643 | 821,544 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 131,342,482 and 129,130,478 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 13 | 13 |
Additional paid-in capital | 571,636 | 511,096 |
Accumulated other comprehensive loss | (4,617) | (528) |
Accumulated deficit | (324,449) | (251,064) |
Total stockholders’ equity | 242,583 | 259,517 |
Total liabilities and stockholders’ equity | $ 1,079,226 | $ 1,081,061 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 16,099 | $ 3,410 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 490,000,000 | 490,000,000 |
Common stock, shares issued (in shares) | 131,342,482 | 129,130,478 |
Common stock, shares outstanding (in shares) | 131,342,482 | 129,130,478 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 158,641 | $ 128,141 | $ 456,876 | $ 365,941 |
Cost of revenue | 40,470 | 34,933 | 119,243 | 98,457 |
Gross profit | 118,171 | 93,208 | 337,633 | 267,484 |
Operating expenses | ||||
Research and development | 38,898 | 30,873 | 112,889 | 85,610 |
Sales and marketing | 63,171 | 43,192 | 184,096 | 128,613 |
General and administrative | 31,407 | 26,083 | 93,872 | 81,969 |
Provision for transaction losses | 10,137 | 1,377 | 18,918 | 3,701 |
Total operating expenses | 143,613 | 101,525 | 409,775 | 299,893 |
Loss from operations | (25,442) | (8,317) | (72,142) | (32,409) |
Interest expense | 1,117 | 746 | 3,362 | 1,055 |
Other (income) expense, net | (1,772) | 222 | (2,215) | 161 |
Loss before income taxes | (24,787) | (9,285) | (73,289) | (33,625) |
Income tax provision | (40) | (26) | (96) | (59) |
Net loss | $ (24,827) | $ (9,311) | $ (73,385) | $ (33,684) |
Net loss per share, basic (in dollars per share) | $ (0.19) | $ (0.07) | $ (0.56) | $ (0.27) |
Net loss per share, diluted (in dollars per share) | $ (0.19) | $ (0.07) | $ (0.56) | $ (0.27) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 130,830,411 | 127,914,696 | 130,082,683 | 126,651,490 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 130,830,411 | 127,914,696 | 130,082,683 | 126,651,490 |
Other comprehensive loss, net of tax: | ||||
Net unrealized holding gain (loss) on marketable securities, net | $ 166 | $ (5) | $ (4,089) | $ (30) |
Total comprehensive loss | $ (24,661) | $ (9,316) | $ (77,474) | $ (33,714) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 124,795,222 | ||||
Beginning balance at Dec. 31, 2020 | $ 299,310 | $ 12 | $ 494,103 | $ 19 | $ (194,824) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,899,902 | ||||
Issuance of common stock upon exercise of stock options | 6,636 | $ 1 | 6,635 | ||
Stock-based compensation expense | 38,743 | 38,743 | |||
Issuance of common stock for settlement of RSUs (in shares) | 1,302,963 | ||||
Tides Foundation common stock warrant expense | 563 | 563 | |||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 235,458 | ||||
Issuance of common stock in connection with employee stock purchase plan | 2,688 | 2,688 | |||
Purchases of capped calls related to convertible senior notes | (49,393) | (49,393) | |||
Unrealized gain (loss) on marketable securities | (30) | (30) | |||
Net loss | (33,684) | (33,684) | |||
Ending balance (in shares) at Sep. 30, 2021 | 128,233,545 | ||||
Ending balance at Sep. 30, 2021 | 264,833 | $ 13 | 493,339 | (11) | (228,508) |
Beginning balance (in shares) at Jun. 30, 2021 | 127,616,789 | ||||
Beginning balance at Jun. 30, 2021 | 308,528 | $ 13 | 527,718 | (6) | (219,197) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 224,785 | ||||
Issuance of common stock upon exercise of stock options | 909 | 909 | |||
Stock-based compensation expense | 13,917 | 13,917 | |||
Issuance of common stock for settlement of RSUs (in shares) | 391,971 | ||||
Tides Foundation common stock warrant expense | 188 | 188 | |||
Purchases of capped calls related to convertible senior notes | (49,393) | (49,393) | |||
Unrealized gain (loss) on marketable securities | (5) | (5) | |||
Net loss | (9,311) | (9,311) | |||
Ending balance (in shares) at Sep. 30, 2021 | 128,233,545 | ||||
Ending balance at Sep. 30, 2021 | $ 264,833 | $ 13 | 493,339 | (11) | (228,508) |
Beginning balance (in shares) at Dec. 31, 2021 | 129,130,478 | 129,130,478 | |||
Beginning balance at Dec. 31, 2021 | $ 259,517 | $ 13 | 511,096 | (528) | (251,064) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 352,336 | ||||
Issuance of common stock upon exercise of stock options | 1,335 | 1,335 | |||
Stock-based compensation expense | 56,180 | 56,180 | |||
Issuance of common stock for settlement of RSUs (in shares) | 1,698,043 | ||||
Tides Foundation common stock warrant expense | 563 | 563 | |||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 161,625 | ||||
Issuance of common stock in connection with employee stock purchase plan | 2,462 | 2,462 | |||
Unrealized gain (loss) on marketable securities | (4,089) | (4,089) | |||
Net loss | $ (73,385) | (73,385) | |||
Ending balance (in shares) at Sep. 30, 2022 | 131,342,482 | 131,342,482 | |||
Ending balance at Sep. 30, 2022 | $ 242,583 | $ 13 | 571,636 | (4,617) | (324,449) |
Beginning balance (in shares) at Jun. 30, 2022 | 130,530,889 | ||||
Beginning balance at Jun. 30, 2022 | 246,319 | $ 13 | 550,711 | (4,783) | (299,622) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 81,115 | ||||
Issuance of common stock upon exercise of stock options | 291 | 291 | |||
Stock-based compensation expense | 20,446 | 20,446 | |||
Issuance of common stock for settlement of RSUs (in shares) | 730,478 | ||||
Tides Foundation common stock warrant expense | 188 | 188 | |||
Unrealized gain (loss) on marketable securities | 166 | 166 | |||
Net loss | $ (24,827) | (24,827) | |||
Ending balance (in shares) at Sep. 30, 2022 | 131,342,482 | 131,342,482 | |||
Ending balance at Sep. 30, 2022 | $ 242,583 | $ 13 | $ 571,636 | $ (4,617) | $ (324,449) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (73,385) | $ (33,684) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Provision for transaction losses | 18,412 | 3,004 |
Depreciation and amortization | 6,007 | 8,187 |
Amortization of debt issuance costs | 2,221 | 441 |
Amortization of premium of purchases of marketable securities, net | 485 | 103 |
Amortization of operating lease asset | 2,295 | 2,712 |
Tides Foundation common stock warrant expense | 563 | 563 |
Stock-based compensation expense | 56,119 | 38,666 |
Impairment expense | 0 | 7,389 |
Changes in operating assets and liabilities: | ||
Trade and client receivables | (17,764) | (13,967) |
Prepaid expenses and other assets | 380 | (2,163) |
Operating lease liability | (3,994) | 114 |
Accounts payable | 278 | (3,188) |
Accrued expenses and other liabilities | 2,202 | 9,987 |
Deferred revenue | 4,285 | 5,120 |
Net cash provided by (used in) operating activities | (1,896) | 23,284 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of marketable securities | (398,259) | (108,828) |
Proceeds from maturities of marketable securities | 371,879 | 87,500 |
Purchases of property and equipment | (893) | (565) |
Internal-use software and platform development costs | (5,160) | (4,221) |
Net cash used in investing activities | (32,433) | (26,114) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Changes in escrow funds payable | 9,153 | 37,649 |
Proceeds from exercises of stock options | 1,335 | 6,636 |
Proceeds from employee stock purchase plan | 2,462 | 2,688 |
Repayment of debt | 0 | (10,750) |
Proceeds from issuance of convertible senior notes | 0 | 575,000 |
Payment of debt issuance costs | 0 | (14,855) |
Purchases of capped calls related to convertible senior notes | 0 | (49,393) |
Net cash provided by financing activities | 12,950 | 546,975 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (21,379) | 544,145 |
Cash, cash equivalents, and restricted cash—beginning of period | 352,058 | 232,463 |
Cash, cash equivalents, and restricted cash—end of period | 330,679 | 776,608 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,520 | 347 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES: | ||
Property and equipment purchased but not yet paid | 107 | 251 |
Internal-use software and platform development costs incurred but not yet paid | $ 75 | $ 118 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as talent, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is currently headquartered in San Francisco, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these notes to the condensed consolidated financial statements refer to Upwork and its wholly-owned subsidiaries. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which is referred to as the Annual Report, filed with the SEC on February 15, 2022. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2022. Prior period amounts have been reclassified to conform with the current period presentation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for doubtful accounts; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company 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. Risks and Uncertainties Due to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and disruption in the global economy. In March 2022, the Company suspended business operations in Russia and Belarus, announcing that contracts with talent or clients in Russia or Belarus would be required to wind down by May 1, 2022. Although the Russian war against Ukraine did not have a material adverse impact on the Company’s revenue or other financial results for the three and nine months ended September 30, 2022, at this time the Company is unable to fully assess the aggregate impact the Russian war against Ukraine will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the ability of talent based in Ukraine to continue working, the war’s effect on the economy, its impact to the businesses of the Company’s clients, and actions that may be taken by governmental authorities related to the war. Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the nine months ended September 30, 2022 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, 2022 | |
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, 2022, the Company had approximately $32.7 million of remaining performance obligations. The Company’s remaining performance obligations primarily consist of transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with talent subject to tiered service fees. The remaining transaction price allocated to other performance obligations is immaterial. As of September 30, 2022, the Company expects to recognize approximately $24.9 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, 2022 December 31, 2021 Trade and client receivables, net of allowance $ 67,070 $ 66,826 Contract liabilities Deferred revenue 24,910 22,083 Deferred revenue (component of other liabilities, noncurrent) 7,807 6,349 During the three and nine months ended September 30, 2022, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with talent subject to tiered service fees and related allocation of transaction price to material rights. Revenue recognized during the three and nine months ended September 30, 2022 that was included in deferred revenue as of June 30, 2022 and December 31, 2021 wa s $7.0 million and $16.6 million, re spectively. Revenue recognized during the three and nine months ended September 30, 2021 that was included in deferred revenue as of June 30, 2021 and December 31, 2020 was $6.6 million and $14.0 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021. 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, 2022 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 27,725 $ — $ — $ 27,725 $ 27,725 $ — Level I Money market funds 92,163 — — 92,163 92,163 — Treasury bills 188,803 8 (388) 188,423 34,901 153,522 U.S. government securities 120,652 — (2,647) 118,005 — 118,005 Total Level I 401,618 8 (3,035) 398,591 127,064 271,527 Level II Commercial paper 60,773 — — 60,773 — 60,773 Corporate bonds 115,170 2 (1,191) 113,981 1,634 112,347 Commercial deposits 32,130 — — 32,130 — 32,130 Asset-backed securities 28,658 — (338) 28,320 — 28,320 Yankee bonds 8,863 — (43) 8,820 — 8,820 Agency bonds 2,475 1 — 2,476 — 2,476 Supranational bonds 2,997 — (7) 2,990 — 2,990 Total Level II 251,066 3 (1,579) 249,490 1,634 247,856 Total $ 680,409 $ 11 $ (4,614) $ 675,806 $ 156,423 $ 519,383 (In thousands) December 31, 2021 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 16,596 $ — $ — $ 16,596 $ 16,596 $ — Level I Money market funds 108,204 — — 108,204 108,204 — Treasury bills 89,992 1 — 89,993 15,000 74,993 U.S. government securities 94,839 — (285) 94,554 — 94,554 Total Level I 293,035 1 (285) 292,751 123,204 169,547 Level II Commercial paper 171,918 — — 171,918 29,544 142,374 Corporate bonds 183,303 1 (217) 183,087 17,861 165,226 Asset-backed securities 13,749 — (11) 13,738 — 13,738 Yankee bonds 6,693 — (12) 6,681 — 6,681 Total Level II 375,663 1 (240) 375,424 47,405 328,019 Total $ 685,294 $ 2 $ (525) $ 684,771 $ 187,205 $ 497,566 Unrealized Investment Losses The following table summarizes, for all debt securities classified as available for sale in an unrealized loss position as of September 30, 2022, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. Unrealized losses as of December 31, 2021 were immaterial. (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Money market funds $ 92,163 $ — $ — $ — $ 92,163 $ — Commercial paper 60,773 — — — 60,773 — Treasury bills 141,722 (388) — — 141,722 (388) U.S. government securities 108,317 (2,343) 9,688 (304) 118,005 (2,647) Corporate bonds 101,508 (1,006) 8,940 (185) 110,448 (1,191) Asset-backed securities 27,381 (328) 939 (10) 28,320 (338) Yankee bonds 8,820 (43) — — 8,820 (43) Commercial deposits 2,397 — — — 2,397 — Supranational bonds 2,990 (7) — — 2,990 (7) Total $ 546,071 $ (4,115) $ 19,567 $ (499) $ 565,638 $ (4,614) For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell the securities. As of September 30, 2022 and December 31, 2021, the decline in fair value of these securities was due to increases in interest rates and not due to credit related factors. As of September 30, 2022 and 2021, the Company considered any decreases in market value to be temporary in nature and |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: (In thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 156,423 $ 187,205 Restricted cash 4,290 4,040 Funds held in escrow, including funds in transit 169,966 160,813 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 330,679 $ 352,058 Property and Equipment, Net Property and equipment, net consisted of the following: (In thousands) September 30, 2022 December 31, 2021 Computer equipment and software $ 6,370 $ 5,493 Internal-use software and platform development 30,926 25,738 Leasehold improvements 11,644 11,644 Office furniture and fixtures 3,365 3,365 Total property and equipment 52,305 46,240 Less: accumulated depreciation (30,818) (24,911) Property and equipment, net $ 21,487 $ 21,329 For each of the three months ended September 30, 2022 and 2021, depreciation expense related to property and equipment was $0.8 million. For the nine months ended September 30, 2022 and 2021, depreciation expense related to property and equipment was $2.4 million and $2.8 million, respectively. For the three months ended September 30, 2022 and 2021, the Company capitalized $2.3 million and $0.7 million of internal-use software and platform development costs, respectively. For the nine months ended September 30, 2022 and 2021, the Company capitalized $5.2 million and $4.1 million of internal-use software and platform development costs, respectively. For the three months ended September 30, 2022 and 2021, amortization expense related to the capitalized internal-use software and platform development costs was $1.2 million and $1.6 million, respectively. For the nine months ended September 30, 2022 and 2021, amortization expense related to the capitalized internal-use software and platform development costs was $3.6 million and $4.7 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (In thousands) September 30, 2022 December 31, 2021 Accrued compensation and related benefits $ 13,703 $ 23,047 Accrued vendor expenses 13,295 7,728 Operating lease liability, current 6,455 6,315 Accrued indirect taxes 12,470 4,137 Accrued payment processing fees 2,446 2,085 Accrued talent costs 1,886 1,417 Other 1,526 1,013 Total accrued expenses and other current liabilities $ 51,781 $ 45,742 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit In conjunction with the Company’s operating lease agreements, as of September 30, 2022 and December 31, 2021, the Company had three irrevocable letters of credit outstanding in the aggregate amount of $0.8 million. The letters of credit are collateralized by restricted cash in the same amount. No amounts had been drawn against these letters of credit as of September 30, 2022 and December 31, 2021. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Potential contingencies may include various claims and litigation or non-income tax matters that arise from time to time in the normal course of business. Due to uncertainties inherent in such contingencies, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved. As of September 30, 2022 and December 31, 2021, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of September 30, 2022 and December 31, 2021. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Upwork Enterprise and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying value of the Company’s debt obligations as of September 30, 2022 and December 31, 2021: (In thousands) September 30, 2022 December 31, 2021 Convertible senior notes $ 575,000 $ 575,000 Less: unamortized debt issuance costs (11,480) (13,701) Balance 563,520 561,299 Debt, current — — Debt, noncurrent $ 563,520 $ 561,299 Weighted-average interest rate 0.77 % 0.76 % Convertible Senior Notes Due 2026 On August 10, 2021, the Company issued, at par value, $575.0 million aggregate principal amount of 0.25% convertible senior notes due 2026, which are referred to as the Notes. The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Notes to purchase an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and Wells Fargo Bank, National Association, as trustee. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.25% per year. Interest will accrue from August 10, 2021 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with the terms of the Notes. Holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount at the option of the holder (i) on or after May 15, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, and (ii) prior to the close of business on the business day immediately preceding May 15, 2026, only upon satisfaction of certain conditions and during certain periods specified as follows: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, if the last reported sale price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter of the conversion price on each applicable trading day; • during the five consecutive business day period after any five consecutive trading day period, which is referred to as the Measurement Period, in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and • upon the occurrence of specified corporate events described in the Indenture. Upon conversion, the Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the common stock, at the election of the Company. The Notes have an initial conversion rate of 15.1338 shares of common stock per $1,000 principal amount of Notes, which is subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of approximately $66.08 per share of the Company’s common stock. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur or if the Company issues a notice of redemption with respect to the Notes prior to the maturity date, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after August 20, 2024, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders have the right to require the Company to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest thereon, if any, until, but excluding, the fundamental change repurchase date. The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The net proceeds from the issuance of the Notes were approximately $560.1 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $14.9 million, which were recorded as a reduction to the face amount of the Notes and will be amortized to interest expense on a straight-line basis, which produces a materially consistent amount as the effective interest method over the contractual term of the Notes. For the three months ended September 30, 2022, interest expense was $0.4 million and amortization of the issuance costs was $0.7 million related to the Notes. For the nine months ended September 30, 2022, interest expense was $1.1 million and amortization of the issuance costs was $2.2 million related to the Notes. For the three and nine months ended September 30, 2021, interest expense related to the Notes and amortization of the issuance costs was $0.6 million. As of September 30, 2022, the if-converted value of the Notes did not exceed the outstanding principal amount. As of September 30, 2022, the total estimated fair value of the Notes was $425.0 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.” Capped Calls In connection with the pricing of the Notes on August 5, 2021 and in connection with the full exercise by the initial purchasers on August 9, 2021 of their option to purchase additional Notes, the Company used approximately $49.4 million of the net proceeds from the issuance of the Notes to enter into privately negotiated capped call transactions, which are referred to as the Capped Calls, with various financial institutions. Subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the Capped Calls cover the number of shares of the Company’s common stock initially underlying the Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes its common stock price per share exceeds the conversion price of the Notes, with such reduction subject to a cap based on the cap price. If, however, the market price per share of common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of common stock exceeds the cap price of the Capped Calls. The initial cap price of the Capped Calls is $92.74 per share of common stock, which represents a premium of 100% over the last reported sale price of the common stock of $46.37 per share on August 5, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls; provided that the cap price will not be reduced to an amount less than the strike price of $66.08 per share. The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended Nine Months Ended (In thousands, except share and per share data) 2022 2021 2022 2021 Numerator: Net loss $ (24,827) $ (9,311) $ (73,385) $ (33,684) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 130,830,411 127,914,696 130,082,683 126,651,490 Net loss per share, basic and diluted $ (0.19) $ (0.07) $ (0.56) $ (0.27) 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, 2022 2021 Options to purchase common stock 3,911,482 4,402,667 Common stock issuable upon exercise of common stock warrants 350,000 400,000 Common stock issuable upon vesting of restricted stock units 8,573,146 4,663,447 Common stock issuable in connection with employee stock purchase plan 1,070,071 262,029 Common stock issuable in connection with convertible senior notes 8,701,935 8,701,935 Total 22,606,634 18,430,078 |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | Segment and Geographical InformationThe Company operates as one operating and reportable segment for purposes of allocating resources and evaluating financial performance. The following table sets forth total revenue by type of service for the periods presented: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Marketplace Basic, Plus, Client Marketplace (1) and other $ 132,647 $ 108,893 $ 383,343 $ 312,569 Enterprise 12,496 8,890 35,550 24,344 Managed services 13,498 10,358 37,983 29,028 Total revenue $ 158,641 $ 128,141 $ 456,876 $ 365,941 (1) In April 2022, the Company combined its Upwork Basic and Plus client offerings into a new Client Marketplace offering. The Company generates its revenue from talent and clients. The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Talent United States $ 21,607 $ 18,429 $ 64,286 $ 55,308 India 11,337 11,109 34,764 31,430 Philippines 9,981 8,602 29,668 23,668 Rest of world 39,296 37,046 121,865 107,112 Total talent 82,221 75,186 250,583 217,518 Clients United States 56,897 39,661 153,369 110,275 Rest of world 19,523 13,294 52,924 38,148 Total clients 76,420 52,955 206,293 148,423 Total revenue $ 158,641 $ 128,141 $ 456,876 $ 365,941 Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2022 and December 31, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which is referred to as the Annual Report, filed with the SEC on February 15, 2022. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2022. Prior period amounts have been reclassified to conform with the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for doubtful accounts; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. 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 |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements Not Yet Adopted | Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the nine months ended September 30, 2022 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Fair Value Measurements | The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 December 31, 2021 Trade and client receivables, net of allowance $ 67,070 $ 66,826 Contract liabilities Deferred revenue 24,910 22,083 Deferred revenue (component of other liabilities, noncurrent) 7,807 6,349 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value | The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy: (In thousands) September 30, 2022 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 27,725 $ — $ — $ 27,725 $ 27,725 $ — Level I Money market funds 92,163 — — 92,163 92,163 — Treasury bills 188,803 8 (388) 188,423 34,901 153,522 U.S. government securities 120,652 — (2,647) 118,005 — 118,005 Total Level I 401,618 8 (3,035) 398,591 127,064 271,527 Level II Commercial paper 60,773 — — 60,773 — 60,773 Corporate bonds 115,170 2 (1,191) 113,981 1,634 112,347 Commercial deposits 32,130 — — 32,130 — 32,130 Asset-backed securities 28,658 — (338) 28,320 — 28,320 Yankee bonds 8,863 — (43) 8,820 — 8,820 Agency bonds 2,475 1 — 2,476 — 2,476 Supranational bonds 2,997 — (7) 2,990 — 2,990 Total Level II 251,066 3 (1,579) 249,490 1,634 247,856 Total $ 680,409 $ 11 $ (4,614) $ 675,806 $ 156,423 $ 519,383 (In thousands) December 31, 2021 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 16,596 $ — $ — $ 16,596 $ 16,596 $ — Level I Money market funds 108,204 — — 108,204 108,204 — Treasury bills 89,992 1 — 89,993 15,000 74,993 U.S. government securities 94,839 — (285) 94,554 — 94,554 Total Level I 293,035 1 (285) 292,751 123,204 169,547 Level II Commercial paper 171,918 — — 171,918 29,544 142,374 Corporate bonds 183,303 1 (217) 183,087 17,861 165,226 Asset-backed securities 13,749 — (11) 13,738 — 13,738 Yankee bonds 6,693 — (12) 6,681 — 6,681 Total Level II 375,663 1 (240) 375,424 47,405 328,019 Total $ 685,294 $ 2 $ (525) $ 684,771 $ 187,205 $ 497,566 |
Unrealized Gain (Loss) on Investments | The following table summarizes, for all debt securities classified as available for sale in an unrealized loss position as of September 30, 2022, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. Unrealized losses as of December 31, 2021 were immaterial. (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Money market funds $ 92,163 $ — $ — $ — $ 92,163 $ — Commercial paper 60,773 — — — 60,773 — Treasury bills 141,722 (388) — — 141,722 (388) U.S. government securities 108,317 (2,343) 9,688 (304) 118,005 (2,647) Corporate bonds 101,508 (1,006) 8,940 (185) 110,448 (1,191) Asset-backed securities 27,381 (328) 939 (10) 28,320 (338) Yankee bonds 8,820 (43) — — 8,820 (43) Commercial deposits 2,397 — — — 2,397 — Supranational bonds 2,990 (7) — — 2,990 (7) Total $ 546,071 $ (4,115) $ 19,567 $ (499) $ 565,638 $ (4,614) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: (In thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 156,423 $ 187,205 Restricted cash 4,290 4,040 Funds held in escrow, including funds in transit 169,966 160,813 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 330,679 $ 352,058 |
Property and Equipment, Net | Property and equipment, net consisted of the following: (In thousands) September 30, 2022 December 31, 2021 Computer equipment and software $ 6,370 $ 5,493 Internal-use software and platform development 30,926 25,738 Leasehold improvements 11,644 11,644 Office furniture and fixtures 3,365 3,365 Total property and equipment 52,305 46,240 Less: accumulated depreciation (30,818) (24,911) Property and equipment, net $ 21,487 $ 21,329 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (In thousands) September 30, 2022 December 31, 2021 Accrued compensation and related benefits $ 13,703 $ 23,047 Accrued vendor expenses 13,295 7,728 Operating lease liability, current 6,455 6,315 Accrued indirect taxes 12,470 4,137 Accrued payment processing fees 2,446 2,085 Accrued talent costs 1,886 1,417 Other 1,526 1,013 Total accrued expenses and other current liabilities $ 51,781 $ 45,742 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: (In thousands) September 30, 2022 December 31, 2021 Convertible senior notes $ 575,000 $ 575,000 Less: unamortized debt issuance costs (11,480) (13,701) Balance 563,520 561,299 Debt, current — — Debt, noncurrent $ 563,520 $ 561,299 Weighted-average interest rate 0.77 % 0.76 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented: Three Months Ended Nine Months Ended (In thousands, except share and per share data) 2022 2021 2022 2021 Numerator: Net loss $ (24,827) $ (9,311) $ (73,385) $ (33,684) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 130,830,411 127,914,696 130,082,683 126,651,490 Net loss per share, basic and diluted $ (0.19) $ (0.07) $ (0.56) $ (0.27) |
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, 2022 2021 Options to purchase common stock 3,911,482 4,402,667 Common stock issuable upon exercise of common stock warrants 350,000 400,000 Common stock issuable upon vesting of restricted stock units 8,573,146 4,663,447 Common stock issuable in connection with employee stock purchase plan 1,070,071 262,029 Common stock issuable in connection with convertible senior notes 8,701,935 8,701,935 Total 22,606,634 18,430,078 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenue by Type of Service | The following table sets forth total revenue by type of service for the periods presented: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Marketplace Basic, Plus, Client Marketplace (1) and other $ 132,647 $ 108,893 $ 383,343 $ 312,569 Enterprise 12,496 8,890 35,550 24,344 Managed services 13,498 10,358 37,983 29,028 Total revenue $ 158,641 $ 128,141 $ 456,876 $ 365,941 (1) In April 2022, the Company combined its Upwork Basic and Plus client offerings into a new Client Marketplace offering. |
Revenue by Geographic Area Based on Billing Address of Freelancers and Clients | The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Talent United States $ 21,607 $ 18,429 $ 64,286 $ 55,308 India 11,337 11,109 34,764 31,430 Philippines 9,981 8,602 29,668 23,668 Rest of world 39,296 37,046 121,865 107,112 Total talent 82,221 75,186 250,583 217,518 Clients United States 56,897 39,661 153,369 110,275 Rest of world 19,523 13,294 52,924 38,148 Total clients 76,420 52,955 206,293 148,423 Total revenue $ 158,641 $ 128,141 $ 456,876 $ 365,941 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligation | $ 32.7 | $ 32.7 | ||
Deferred revenue recognized | 7 | $ 6.6 | 16.6 | $ 14 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligation | $ 24.9 | $ 24.9 | ||
Remaining performance obligation recognized thereafter | 12 months | 12 months |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Trade and client receivables, net of allowance | $ 67,070 | $ 66,826 |
Contract liabilities | ||
Deferred revenue | 24,910 | 22,083 |
Deferred revenue (component of other liabilities, noncurrent) | $ 7,807 | $ 6,349 |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | $ 680,409 | $ 685,294 |
Unrealized Gain | 11 | 2 |
Unrealized Loss | (4,614) | (525) |
Fair Value | 675,806 | 684,771 |
Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 156,423 | 187,205 |
Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 519,383 | 497,566 |
Level I | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash | 27,725 | 16,596 |
Amortized Cost | 401,618 | 293,035 |
Unrealized Gain | 8 | 1 |
Unrealized Loss | (3,035) | (285) |
Fair Value | 398,591 | 292,751 |
Level I | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 127,064 | 123,204 |
Level I | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 271,527 | 169,547 |
Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 251,066 | 375,663 |
Unrealized Gain | 3 | 1 |
Unrealized Loss | (1,579) | (240) |
Fair Value | 249,490 | 375,424 |
Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 1,634 | 47,405 |
Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 247,856 | 328,019 |
Money market funds | Level I | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 92,163 | 108,204 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 92,163 | 108,204 |
Money market funds | Level I | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 92,163 | 108,204 |
Money market funds | Level I | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | 0 |
Treasury bills | Level I | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 188,803 | 89,992 |
Unrealized Gain | 8 | 1 |
Unrealized Loss | (388) | 0 |
Fair Value | 188,423 | 89,993 |
Treasury bills | Level I | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 34,901 | 15,000 |
Treasury bills | Level I | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 153,522 | 74,993 |
U.S. government securities | Level I | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 120,652 | 94,839 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (2,647) | (285) |
Fair Value | 118,005 | 94,554 |
U.S. government securities | Level I | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | 0 |
U.S. government securities | Level I | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 118,005 | 94,554 |
Commercial paper | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 60,773 | 171,918 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 60,773 | 171,918 |
Commercial paper | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | 29,544 |
Commercial paper | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 60,773 | 142,374 |
Corporate bonds | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 115,170 | 183,303 |
Unrealized Gain | 2 | 1 |
Unrealized Loss | (1,191) | (217) |
Fair Value | 113,981 | 183,087 |
Corporate bonds | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 1,634 | 17,861 |
Corporate bonds | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 112,347 | 165,226 |
Commercial deposits | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 32,130 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | 32,130 | |
Commercial deposits | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | |
Commercial deposits | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 32,130 | |
Asset-backed securities | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 28,658 | 13,749 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (338) | (11) |
Fair Value | 28,320 | 13,738 |
Asset-backed securities | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | 0 |
Asset-backed securities | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 28,320 | 13,738 |
Yankee bonds | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 8,863 | 6,693 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (43) | (12) |
Fair Value | 8,820 | 6,681 |
Yankee bonds | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | 0 |
Yankee bonds | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 8,820 | $ 6,681 |
Agency bonds | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 2,475 | |
Unrealized Gain | 1 | |
Unrealized Loss | 0 | |
Fair Value | 2,476 | |
Agency bonds | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | |
Agency bonds | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 2,476 | |
Supranational bonds | Level II | ||
Assets, Fair Value Disclosure [Abstract] | ||
Amortized Cost | 2,997 | |
Unrealized Gain | 0 | |
Unrealized Loss | (7) | |
Fair Value | 2,990 | |
Supranational bonds | Level II | Cash and Cash Equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | 0 | |
Supranational bonds | Level II | Marketable Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Value | $ 2,990 |
Fair Value Measurements - Unrea
Fair Value Measurements - Unrealized Gain (Loss) On Investments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair Value | |
Less Than 12 Months | $ 546,071 |
12 Months or Longer | 19,567 |
Total | 565,638 |
Unrealized loss | |
Less Than 12 Months | (4,115) |
12 Months or Longer | (499) |
Total | (4,614) |
Money market funds | |
Fair Value | |
Less Than 12 Months | 92,163 |
12 Months or Longer | 0 |
Total | 92,163 |
Unrealized loss | |
Less Than 12 Months | 0 |
12 Months or Longer | 0 |
Total | 0 |
Commercial paper | |
Fair Value | |
Less Than 12 Months | 60,773 |
12 Months or Longer | 0 |
Total | 60,773 |
Unrealized loss | |
Less Than 12 Months | 0 |
12 Months or Longer | 0 |
Total | 0 |
Treasury bills | |
Fair Value | |
Less Than 12 Months | 141,722 |
12 Months or Longer | 0 |
Total | 141,722 |
Unrealized loss | |
Less Than 12 Months | (388) |
12 Months or Longer | 0 |
Total | (388) |
U.S. government securities | |
Fair Value | |
Less Than 12 Months | 108,317 |
12 Months or Longer | 9,688 |
Total | 118,005 |
Unrealized loss | |
Less Than 12 Months | (2,343) |
12 Months or Longer | (304) |
Total | (2,647) |
Corporate bonds | |
Fair Value | |
Less Than 12 Months | 101,508 |
12 Months or Longer | 8,940 |
Total | 110,448 |
Unrealized loss | |
Less Than 12 Months | (1,006) |
12 Months or Longer | (185) |
Total | (1,191) |
Asset-backed securities | |
Fair Value | |
Less Than 12 Months | 27,381 |
12 Months or Longer | 939 |
Total | 28,320 |
Unrealized loss | |
Less Than 12 Months | (328) |
12 Months or Longer | (10) |
Total | (338) |
Yankee bonds | |
Fair Value | |
Less Than 12 Months | 8,820 |
12 Months or Longer | 0 |
Total | 8,820 |
Unrealized loss | |
Less Than 12 Months | (43) |
12 Months or Longer | 0 |
Total | (43) |
Commercial deposits | |
Fair Value | |
Less Than 12 Months | 2,397 |
12 Months or Longer | 0 |
Total | 2,397 |
Unrealized loss | |
Less Than 12 Months | 0 |
12 Months or Longer | 0 |
Total | 0 |
Supranational bonds | |
Fair Value | |
Less Than 12 Months | 2,990 |
12 Months or Longer | 0 |
Total | 2,990 |
Unrealized loss | |
Less Than 12 Months | (7) |
12 Months or Longer | 0 |
Total | $ (7) |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 156,423 | $ 187,205 | ||
Restricted cash | 4,290 | 4,040 | ||
Funds held in escrow, including funds in transit | 169,966 | 160,813 | ||
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows | $ 330,679 | $ 352,058 | $ 776,608 | $ 232,463 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 52,305 | $ 52,305 | $ 46,240 | ||
Less: accumulated depreciation | (30,818) | (30,818) | (24,911) | ||
Property and equipment, net | 21,487 | 21,487 | 21,329 | ||
Depreciation expense | 800 | $ 800 | 2,400 | $ 2,800 | |
Capitalized internal-use software and platform development costs | 2,300 | 700 | 5,200 | 4,100 | |
Amortization of internal-use software and platform development costs | 1,200 | $ 1,600 | 3,600 | $ 4,700 | |
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 6,370 | 6,370 | 5,493 | ||
Internal-use software and platform development | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 30,926 | 30,926 | 25,738 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 11,644 | 11,644 | 11,644 | ||
Office furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 3,365 | $ 3,365 | $ 3,365 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related benefits | $ 13,703 | $ 23,047 |
Accrued vendor expenses | 13,295 | 7,728 |
Operating lease liability, current | 6,455 | 6,315 |
Accrued indirect taxes | 12,470 | 4,137 |
Accrued payment processing fees | 2,446 | 2,085 |
Accrued talent costs | 1,886 | 1,417 |
Other | 1,526 | 1,013 |
Total accrued expenses and other current liabilities | $ 51,781 | $ 45,742 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2022 USD ($) letter | Dec. 31, 2021 USD ($) letter |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit held | letter | 3 | 3 |
Line of credit facility, maximum borrowing capacity (up to) | $ 800,000 | $ 800,000 |
Long-term line of credit | $ 0 | $ 0 |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total debt | $ 575,000 | $ 575,000 |
Less: unamortized debt issuance costs | (11,480) | (13,701) |
Balance | 563,520 | 561,299 |
Debt, current | 0 | 0 |
Debt, noncurrent | $ 563,520 | $ 561,299 |
Weighted-average interest rate | 0.77% | 0.76% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes Due 2026 (Details) | 3 Months Ended | 9 Months Ended | |||||||
Aug. 10, 2021 USD ($) $ / shares | Aug. 10, 2021 USD ($) $ / shares | Aug. 10, 2021 USD ($) tradingDay $ / shares | Aug. 10, 2021 USD ($) businessDay $ / shares | Aug. 10, 2021 USD ($) segment $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | ||||
Debt, interest rate | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | ||||
Additional aggregate amount to be purchased | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||
Convertible debt, threshold percentage of stock price trigger | 130% | ||||||||
Convertible debt, threshold trading days | 20 | 20 | |||||||
Convertible debt, consecutive trading days | tradingDay | 30 | ||||||||
Convertible debt, business period | businessDay | 5 | ||||||||
Convertible debt, measurement period | businessDay | 5 | ||||||||
Convertible debt, measurement period percentage | 98% | ||||||||
Convertible debt, conversion rate | 1.50% | ||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 66.08 | $ 66.08 | $ 66.08 | $ 66.08 | $ 66.08 | ||||
Redemption price, percentage of principal amount redeemed | 100% | ||||||||
Proceeds from issuance of convertible senior notes | $ 560,100,000 | $ 0 | $ 575,000,000 | ||||||
Debt issuance costs, gross | $ 14,900,000 | $ 14,900,000 | $ 14,900,000 | $ 14,900,000 | $ 14,900,000 | ||||
Interest expense, debt, excluding amortization | $ 400,000 | 1,100,000 | |||||||
Amortization of debt issuance costs | 700,000 | 2,221,000 | 441,000 | ||||||
Interest expense, debt | $ 600,000 | $ 600,000 | |||||||
Level II | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated fair value of debt | $ 425,000,000 | $ 425,000,000 |
Debt - Capped Calls (Details)
Debt - Capped Calls (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Aug. 09, 2021 | Aug. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Purchases of capped calls related to convertible senior notes | $ 0 | $ 49,393 | ||
Call Option | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ 92.74 | $ 66.08 | ||
Premium over last reported sale price, percentage | 100% | |||
Price per share of stock transaction (in dollars per share) | $ 46.37 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (24,827) | $ (9,311) | $ (73,385) | $ (33,684) |
Denominator: | ||||
Weighted-average shares used to compute net loss per share, basic (in shares) | 130,830,411 | 127,914,696 | 130,082,683 | 126,651,490 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 130,830,411 | 127,914,696 | 130,082,683 | 126,651,490 |
Net loss per share, basic (in dollars per share) | $ (0.19) | $ (0.07) | $ (0.56) | $ (0.27) |
Net loss per share, diluted (in dollars per share) | $ (0.19) | $ (0.07) | $ (0.56) | $ (0.27) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
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) | 22,606,634 | 18,430,078 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 3,911,482 | 4,402,667 |
Common stock issuable upon exercise of common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 350,000 | 400,000 |
Common stock issuable upon vesting of restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 8,573,146 | 4,663,447 |
Common stock issuable in connection with employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 1,070,071 | 262,029 |
Common stock issuable in connection with convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 8,701,935 | 8,701,935 |
Segment and Geographical Info_3
Segment and Geographical Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 158,641 | $ 128,141 | $ 456,876 | $ 365,941 |
Basic, Plus, Client Marketplace and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 132,647 | 108,893 | 383,343 | 312,569 |
Enterprise | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 12,496 | 8,890 | 35,550 | 24,344 |
Managed services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 13,498 | $ 10,358 | $ 37,983 | $ 29,028 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 158,641 | $ 128,141 | $ 456,876 | $ 365,941 |
Talent | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 82,221 | 75,186 | 250,583 | 217,518 |
Talent | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 21,607 | 18,429 | 64,286 | 55,308 |
Talent | India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 11,337 | 11,109 | 34,764 | 31,430 |
Talent | Philippines | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 9,981 | 8,602 | 29,668 | 23,668 |
Talent | Rest of world | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 39,296 | 37,046 | 121,865 | 107,112 |
Clients | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 76,420 | 52,955 | 206,293 | 148,423 |
Clients | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 56,897 | 39,661 | 153,369 | 110,275 |
Clients | Rest of world | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 19,523 | $ 13,294 | $ 52,924 | $ 38,148 |