Upwork Reports Third Quarter 2024 Financial Results

Achieves 10% year-over-year revenue growth, record GAAP net income of $27.8ย million and adjusted EBITDA of $43.2ย million
Third-quarter GAAP diluted EPS of $0.20
Raises FY 2024 guidance for revenue and adjusted EBITDA
Enters definitive agreement to acquire Objective to enhance core search and match offerings and strengthen AI talent bench
Announces new $100 million share repurchase program authorization

SAN FRANCISCO, Nov. 06, 2024 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the worldโ€™s largest work marketplace that connects businesses with independent talent from across the globe, today announced its financial results for the third quarter of 2024.

โ€œUpwork continues to seize the tremendous market opportunity and execute our strategy to deliver durable, profitable growth, with 10% year-over-year revenue growth and our highest-ever net income in the third quarter,โ€ said Hayden Brown, president and CEO, Upwork. โ€œWe are building long-term shareholder value by serving clients with work outcomes on demand, produced by the worldโ€™s most skilled freelance professionals working hand-in-hand with cutting-edge AI tools. This quarter, our AI-powered innovation accelerated, with new capabilities for Umaโ„ข, Upworkโ€™s Mindful AI, that streamline key steps in matching with and hiring talent as well as delivering outcomes in both our Marketplace and Managed Services offerings.โ€

โ€œAs we raise our full-year 2024 revenue and adjusted EBITDA guidance, the resilient performance of our business and our continued market share gains in the face of a challenging macro environment are remarkable. Underscoring our confidence in our strategy, our Board of Directors has authorized another $100 million share repurchase, positioning Upwork to build on our track record of returning meaningful capital to shareholders,โ€ said Erica Gessert, CFO, Upwork. โ€œThrough our disciplined execution, we accomplished a record-high adjusted EBITDA margin of 22% in the third quarter. We are wholly committed to growing profitability, and have made great progress towards achieving our 35% adjusted EBITDA margin target in the next five years.โ€

Third Quarter Financial Highlights

  • Revenue grew 10% year-over-year to $193.8 million in the third quarter of 2024
  • Active clients grew 2% year-over-year to 855,000
  • Net income reached an all-time high of $27.8 million in the third quarter of 2024, up 70% compared to net income of $16.3 million in the third quarter of 2023
  • Diluted earnings per share was $0.20 in the third quarter of 2024, up 67% compared to diluted earnings per share of $0.12 in the third quarter of 2023
  • Adjusted EBITDA1 was $43.2 million in the third quarter of 2024, up 38% compared to adjusted EBITDA of $31.2 million in the third quarter of 2023
  • Cash provided by operating activities was $102.1 million in the third quarter of 2024, compared to cash provided by operating activities of $37.0 million in the third quarter of 2023
  • Free cash flow1 was $98.0 million in the third quarter of 2024, compared to free cash flow of $33.4 million in the third quarter of 20232

Third Quarter Operational Highlights

Artificial Intelligence

  • Launched enhancements for Umaโ„ข, Upworkโ€™s Mindful AI, to create tailored proposal drafts for freelancers and evaluate candidates for clients based on how closely professionalsโ€™ skills and experience fit a job post.
  • Premiered Umaโ„ข-powered Managed Services to more efficiently scope projects, evaluate skills, and design optimal teams of experts to deliver work outcomes.
  • Umaโ„ข-enabled Job Post Generator helped clients complete job posts 73% faster than job posts in the quarter not leveraging Job Post Generator.
  • GSV from AI-related work grew 36% year-over-year in the third quarter.
  • Number of clients engaging in AI-related projects grew 30% year-over-year in the third quarter.
  • Freelance professionals working on AI-related work earned 41% more per hour than freelancers working on non-AI-related work in the third quarter.
  • Announced agreement to acquire Objective AI, Inc.3, an AI-native search-as-a-service company, to further enhance Upworkโ€™s core search and match performance, strengthen Upworkโ€™s AI and machine learning team, and continue upleveling multi-modal capabilities for Umaโ„ข to assist customers with images, videos, and audio content.

Enterprise

  • Continued success with a modified Enterprise offering, resulting in increased sales team win rates and 42 total new Enterprise clients, including Hunter Douglas, Bill.com, Berlitz, and Guess.
  • Grew Managed Services revenue 5% year-over-year in the third quarter, reflecting increasing demand for delivery of work outcomes and strong pipeline of new Managed Services clients.

Ads & Monetization

  • Continued strength in ads & monetization, with revenues increasing 35% year-over-year in the third quarter.
  • Freelancer Plus subscription revenue increased 48% year-over-year in the third quarter.

Partnerships

  • Partnered with emergent tech providers including Lettuce, Ocoya, TheWordsmith and Builderall to offer fully-managed projects delivered by Upwork embedded directly within partnersโ€™ customer experiences, expanding access to Upwork services and skilled talent beyond Upworkโ€™s platform.
  • Welcomed Webflow, Smartsheet, Bubble, General Assembly and more to Upwork Partner Experts program, providing clients access to pre-vetted specialist talent on Upwork.

Financial Guidance & Outlook

Upwork announced the authorization of a new $100 million share repurchase program, following the completion of a previous $100 million authorization earlier this year.

Upworkโ€™s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the fourth quarter of 2024 is:

  • Revenue: $178 million to $183 million
  • Adjusted EBITDA: $38 million to $42 million4
  • Diluted weighted-average shares outstanding: 140 million to 142 million
  • Non-GAAP diluted EPS: $0.24 to $0.26

Upworkโ€™s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, non-GAAP diluted EPS, and stock-based compensation expense for full year 2024 is:

  • Revenue: $756 million to $761 million
  • Adjusted EBITDA: $155 million to $159 million
  • Diluted weighted-average shares outstanding: 139 million to 141 million
  • Non-GAAP diluted EPS: $1.00 to $1.02
  • Stock-based compensation expense is expected to be lower than previous guidance of $20 million per quarter in 2024

______________________
1 An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the โ€œNon-GAAP Financial Measures" section and the subsequent tables at the end of this press release.
2 Free cash flow benefited from the weekly timing of customer payments in the quarter due to Q2 ending on a Sunday.
3 The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions.
4 Adjusted EBITDA guidance does not include one-time restructuring charges related to the organizational changes announced on October 23, 2024.

ย 
UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
ย 
ย Three Months Ended
September 30,
ย ย ย Nine Months Ended
September 30,
ย ย 
ย ย 2024ย ย ย 2023ย ย Changeย ย 2024ย ย ย 2023ย ย Change
GSV(1)$998,268ย ย $1,030,321ย ย (3.1)%ย $3,015,331ย ย $3,070,174ย ย (1.8)%
Marketplace revenue(1)(2)$167,337ย ย $149,625ย ย 12%ย $498,453ย ย $428,609ย ย 16%
Enterprise revenue(1)(2)$26,439ย ย $26,108ย ย 1%ย $79,389ย ย $76,593ย ย 4%
Gross profit$150,368ย ย $132,460ย ย 14%ย $446,389ย ย $380,620ย ย 17%
Gross profit marginย 78%ย ย 75%ย 222 bpsย ย 77%ย ย 75%ย 191 bps
Operating expenses$129,575ย ย $120,994ย ย 7%ย $394,766ย ย $400,308ย ย (1)%
Net income$27,758ย ย $16,337ย ย 70%ย $68,420ย ย $29,513ย ย 132%
Adjusted EBITDA(1)(3)$43,227ย ย $31,228ย ย 38%ย $117,387ย ย $42,664ย ย 175%
Profit marginย 14%ย ย 9%ย 503 bpsย ย 12%ย ย 6%ย 600 bps
Adjusted EBITDA margin(3)ย 22%ย ย 18%ย 454 bpsย ย 20%ย ย 8%ย 1,187 bps
Cash provided by operating activities$102,128ย ย $36,952ย ย 176%ย $145,074ย ย $32,560ย ย 346%
Free cash flow(1)(3)$97,961ย ย $33,422ย ย 193%ย $134,495ย ย $22,823ย ย 489%


ย As of September 30,ย ย 
(In thousands)2024ย 2023ย % Change
Active clients(1)855ย 836ย 2%


ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย 2024ย 2024
New enterprise clients(1)42ย 116

(1) See Key Definitions in our third quarter 2024 earnings presentation.

(2) In order to conform to the current period presentation as of Septemberย 30, 2024, we present revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer report revenue from our Enterprise Solutions offering, previously referred to as Upwork Enterprise, in Marketplace revenue.

(3) An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the โ€œNon-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

Third Quarter 2024 Financial Results Conference Call and Webcast
Upwork will host a conference call today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss the companyโ€™s third quarter 2024 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. Please visit the Upwork Investor Relations website at investors.upwork.com/financial-information/quarterly-results to view Upworkโ€™s third quarter 2024 earnings presentation.

Disclosure Information
We use our Investor Relations website (investors.upwork.com), our Blog (upwork.com/blog), our X handle (twitter.com/Upwork), Hayden Brownโ€™s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessertโ€™s LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding our business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

About Upwork
Upwork is the worldโ€™s largest work marketplace that connects businesses with independent talent from across the globe. We serve everyone from one-person startups to large, Fortune 100 enterprises with a powerful, trust-driven platform that enables companies and talent to work together in new ways that unlock their potential. Our talent community earned over $3.8 billion on Upwork in 2023 across more than 10,000 skills in categories including website & app development, creative & design, data science & analytics, customer support, finance & accounting, consulting, and operations. Learn more at upwork.com and join us on LinkedIn, Facebook, Instagram, TikTok, and X.

Contact:
Investor Relations
investor@upwork.com

Safe Harbor:
This press release of Upwork Inc. (the โ€œCompany,โ€ โ€œwe,โ€ โ€œus,โ€ or โ€œourโ€) contains "forward-looking" statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the fourth quarter and full year 2024, information or predictions concerning the future of our business or strategy, anticipated events and trends, potential growth or growth prospects, competitive position, technological and market trends, including artificial intelligence, industry environment, the economy, our plans with respect to share repurchases, the expected impact of cost-saving initiatives, our planned acquisition of Objective AI, Inc., and other future conditions.

We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not rely on such forward-looking statements as predictions of future events. We make no representation that the projected results will be achieved or that future events and circumstances will occur, and actual results may differ materially and adversely from our expectations. The forward-looking statements are made as of the date hereof, and we do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, to conform these statements to actual results, or to make changes in our expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three months ended June 30, 2024, filed with the SEC on August 7, 2024, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SECโ€™s website at www.sec.gov. Additional information will also be set forth under the caption โ€œRisk Factorsโ€ in our Quarterly Report on Form 10-Q for the three months ended Septemberย 30, 2024, when filed.

All third-party trademarks, including names, logos, and brands, referenced in this press release are property of their respective owners. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law.

ย 
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
ย 
ย Three Months Ended
September 30,
ย Nine Months Ended
September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Revenueย ย ย ย ย ย ย 
Marketplace (1)$167,337ย ย $149,625ย ย $498,453ย ย $428,609ย 
Enterprise (1)ย 26,439ย ย ย 26,108ย ย ย 79,389ย ย ย 76,593ย 
Total revenueย 193,776ย ย ย 175,733ย ย ย 577,842ย ย ย 505,202ย 
Cost of revenueย 43,408ย ย ย 43,273ย ย ย 131,453ย ย ย 124,582ย 
Gross profitย 150,368ย ย ย 132,460ย ย ย 446,389ย ย ย 380,620ย 
Operating expensesย ย ย ย ย ย ย 
Research and developmentย 50,411ย ย ย 43,419ย ย ย 155,792ย ย ย 131,146ย 
Sales and marketingย 46,093ย ย ย 47,308ย ย ย 141,277ย ย ย 171,377ย 
General and administrativeย 31,276ย ย ย 28,652ย ย ย 93,201ย ย ย 86,922ย 
Provision for transaction lossesย 1,795ย ย ย 1,615ย ย ย 4,496ย ย ย 10,863ย 
Total operating expensesย 129,575ย ย ย 120,994ย ย ย 394,766ย ย ย 400,308ย 
Income (loss) from operationsย 20,793ย ย ย 11,466ย ย ย 51,623ย ย ย (19,688)
Other income, netย 8,091ย ย ย 5,766ย ย ย 20,433ย ย ย 52,748ย 
Income before income taxesย 28,884ย ย ย 17,232ย ย ย 72,056ย ย ย 33,060ย 
Income tax provisionย (1,126)ย ย (895)ย ย (3,636)ย ย (3,547)
Net income$27,758ย ย $16,337ย ย $68,420ย ย $29,513ย 
ย ย ย ย ย ย ย ย 
Net income (loss) per share:ย ย ย ย ย ย ย 
Basic$0.21ย ย $0.12ย ย $0.51ย ย $0.22ย 
Diluted$0.20ย ย $0.12ย ย $0.50ย ย $(0.06)
ย ย ย ย ย ย ย ย 
Weighted-average shares used to compute net income (loss) per shareย ย ย ย ย ย ย 
Basicย 132,603ย ย ย 135,450ย ย ย 133,404ย ย ย 134,152ย 
Dilutedย 139,294ย ย ย 137,291ย ย ย 140,552ย ย ย 135,184ย 

(1) In 2023, we changed the name of our Upwork Enterprise offering to Enterprise Solutions. Concurrently, to align with customer needs and internal decision-making, we combined Enterprise Solutions and Managed Services into a suite of Enterprise offerings. In order to conform to the current period presentation as of Septemberย 30, 2024, we present revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer report revenue from our Enterprise Solutions offering, previously referred to as Upwork Enterprise, in Marketplace revenue.

ย 
UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
ย 
ย September 30, 2024ย December 31, 2023
ASSETSย ย ย 
Current assetsย ย ย 
Cash and cash equivalents$288,464ย ย $79,641ย 
Marketable securitiesย 312,719ย ย ย 470,457ย 
Funds held in escrow, including funds in transitย 214,302ย ย ย 212,387ย 
Trade and client receivables, netย 69,447ย ย ย 103,061ย 
Prepaid expenses and other current assetsย 19,359ย ย ย 17,825ย 
Total current assetsย 904,291ย ย ย 883,371ย 
Property and equipment, netย 29,875ย ย ย 27,140ย 
Goodwillย 118,219ย ย ย 118,219ย 
Intangible assets, netย 1,859ย ย ย 3,048ย 
Operating lease assetย 6,441ย ย ย 4,333ย 
Other assets, noncurrentย 1,974ย ย ย 1,430ย 
Total assets$1,062,659ย ย $1,037,541ย 
ย ย ย ย 
LIABILITIES AND STOCKHOLDERSโ€™ EQUITYย ย ย 
Current liabilitiesย ย ย 
Accounts payable$5,601ย ย $5,063ย 
Escrow funds payableย 214,302ย ย ย 212,387ย 
Accrued expenses and other current liabilitiesย 55,754ย ย ย 58,192ย 
Deferred revenueย 8,782ย ย ย 17,361ย 
Total current liabilitiesย 284,439ย ย ย 293,003ย 
Debt, noncurrentย 357,468ย ย ย 356,087ย 
Operating lease liability, noncurrentย 9,220ย ย ย 6,088ย 
Other liabilities, noncurrentย 361ย ย ย 1,288ย 
Total liabilitiesย 651,488ย ย ย 656,466ย 
ย ย ย ย 
Stockholdersโ€™ equityย ย ย 
Common stockย 13ย ย ย 14ย 
Additional paid-in capitalย 635,578ย ย ย 674,918ย 
Accumulated other comprehensive incomeย 1,222ย ย ย 205ย 
Accumulated deficitย (225,642)ย ย (294,062)
Total stockholdersโ€™ equityย 411,171ย ย ย 381,075ย 
Total liabilities and stockholdersโ€™ equity$1,062,659ย ย $1,037,541ย 


ย 
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
ย 
ย Three Months Ended
September 30,
ย Nine Months Ended
September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
CASH FLOWS FROM OPERATING ACTIVITIES:ย ย ย ย ย ย ย 
Net income$27,758ย ย $16,337ย ย $68,420ย ย $29,513ย 
Adjustments to reconcile net income to net cash provided by operating activities:ย ย ย ย ย ย ย 
Provision for transaction lossesย 1,100ย ย ย 1,364ย ย ย 3,533ย ย ย 6,806ย 
Depreciation and amortizationย 3,668ย ย ย 1,763ย ย ย 10,443ย ย ย 5,641ย 
Amortization of debt issuance costsย 460ย ย ย 460ย ย ย 1,381ย ย ย 1,637ย 
Accretion of discount on purchases of marketable securities, netย (2,272)ย ย (3,678)ย ย (10,431)ย ย (9,832)
Amortization of operating lease assetย 722ย ย ย 824ย ย ย 2,428ย ย ย 2,435ย 
Tides Foundation common stock warrant expenseย 188ย ย ย 188ย ย ย 563ย ย ย 563ย 
Stock-based compensation expenseย 18,578ย ย ย 17,811ย ย ย 54,758ย ย ย 56,148ย 
Gain on early extinguishment of convertible senior notesย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (38,945)
Changes in operating assets and liabilities:ย ย ย ย ย ย ย 
Trade and client receivablesย 46,015ย ย ย 4,319ย ย ย 29,857ย ย ย (2,638)
Prepaid expenses and other assetsย 2,665ย ย ย 2,951ย ย ย (2,468)ย ย 1,487ย 
Operating lease liabilityย (1,086)ย ย (1,509)ย ย (4,215)ย ย (4,375)
Accounts payableย (160)ย ย (2,431)ย ย 541ย ย ย (5,802)
Accrued expenses and other liabilitiesย 6,480ย ย ย 4,064ย ย ย (367)ย ย (1,077)
Deferred revenueย (1,988)ย ย (5,511)ย ย (9,369)ย ย (9,001)
Net cash provided by operating activitiesย 102,128ย ย ย 36,952ย ย ย 145,074ย ย ย 32,560ย 
CASH FLOWS FROM INVESTING ACTIVITIES:ย ย ย ย ย ย ย 
Purchases of marketable securitiesย (40,205)ย ย (195,061)ย ย (234,504)ย ย (449,180)
Proceeds from maturities of marketable securitiesย 43,423ย ย ย 143,637ย ย ย 365,269ย ย ย 451,047ย 
Proceeds from sale of marketable securitiesย 3,027ย ย ย 9,716ย ย ย 38,421ย ย ย 159,575ย 
Purchases of property and equipmentย (1,204)ย ย (423)ย ย (1,979)ย ย (558)
Internal-use software and platform development costsย (2,963)ย ย (3,107)ย ย (8,600)ย ย (9,179)
Net cash provided by (used in) investing activitiesย 2,078ย ย ย (45,238)ย ย 158,607ย ย ย 151,705ย 
CASH FLOWS FROM FINANCING ACTIVITIES:ย ย ย ย ย ย ย 
Changes in escrow funds payableย (4,354)ย ย 316ย ย ย 1,915ย ย ย 16,513ย 
Proceeds from exercises of stock optionsย 1,165ย ย ย 1,006ย ย ย 1,935ย ย ย 1,941ย 
Proceeds from employee stock purchase planย โ€”ย ย ย โ€”ย ย ย 2,917ย ย ย 2,564ย 
Repurchase of common stockย โ€”ย ย ย โ€”ย ย ย (100,000)ย ย โ€”ย 
Net cash paid for early extinguishment of convertible senior notesย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (171,327)
Net cash provided by (used in) financing activitiesย (3,189)ย ย 1,322ย ย ย (93,233)ย ย (150,309)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASHย 101,017ย ย ย (6,964)ย ย 210,448ย ย ย 33,956ย 
Cash, cash equivalents, and restricted cashโ€”beginning of periodย 405,849ย ย ย 336,151ย ย ย 296,418ย ย ย 295,231ย 
Cash, cash equivalents, and restricted cashโ€”end of period$506,866ย ย $329,187ย ย $506,866ย ย $329,187ย 


The following table reconciles cash, cash equivalents, and restricted cash 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 the following (in thousands):

ย September 30, 2024ย December 31, 2023
Cash and cash equivalents$288,464ย $79,641
Restricted cashย 4,100ย ย 4,390
Funds held in escrow, including funds in transitย 214,302ย ย 212,387
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$506,866ย $296,418


Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (โ€œGAAPโ€), we present certain non-GAAP financial measures in this press release, including adjusted EBITDA, adjusted EBITDA margin, and free cash flow.

We define adjusted EBITDA as net income adjusted for stock-based compensation expense; depreciation and amortization; other income (expense), net, which includes interest expense; income tax benefit (provision); and, if applicable, certain other gains, losses, benefits, or charges that are non-cash or are significant and the result of isolated events or transactions that have not occurred frequently in the past and are not expected to occur regularly in the future. Free cash flow is defined as cash provided by (used in) operations less purchases of property, plant and equipment and cash outflows from internally developed software.

We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a companyโ€™s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (c) tax payments that may represent a reduction in cash available to us. In addition, the non-GAAP measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this press release to their most directly comparable GAAP financial measures have been provided below, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business.

We have not reconciled our adjusted EBITDA guidance to GAAP net income or non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP net income and GAAP diluted EPS are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of our common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during the fourth quarter of 2024 and fiscal year 2024 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA guidance to GAAP net income and non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.

ย 
UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and share data)
(Unaudited)
ย 
ย Three Months Ended
September 30,
ย Nine Months Ended
September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Net income$27,758ย ย $16,337ย ย $68,420ย ย $29,513ย 
Add back (deduct):ย ย ย ย ย ย ย 
Stock-based compensation expenseย 18,578ย ย ย 17,811ย ย ย 54,758ย ย ย 56,148ย 
Depreciation and amortizationย 3,668ย ย ย 1,763ย ย ย 10,443ย ย ย 5,641ย 
Other income, net (1)ย (8,091)ย ย (5,766)ย ย (20,433)ย ย (52,748)
Income tax provisionย 1,126ย ย ย 895ย ย ย 3,636ย ย ย 3,547ย 
Other(2)ย 188ย ย ย 188ย ย ย 563ย ย ย 563ย 
Adjusted EBITDA$43,227ย ย $31,228ย ย $117,387ย ย $42,664ย 
Profit marginย 14%ย ย 9%ย ย 12%ย ย 6%
Adjusted EBITDA marginย 22%ย ย 18%ย ย 20%ย ย 8%
ย ย ย ย ย ย ย ย 
Cost of revenue, GAAP$43,408ย ย $43,273ย ย $131,453ย ย $124,582ย 
Stock-based compensation expenseย (361)ย ย (499)ย ย (1,324)ย ย (1,409)
Cost of revenue, Non-GAAPย 43,047ย ย ย 42,774ย ย ย 130,129ย ย ย 123,173ย 
As a percentage of total revenue, GAAPย 22%ย ย 25%ย ย 23%ย ย 25%
As a percentage of total revenue, Non-GAAPย 22%ย ย 24%ย ย 23%ย ย 24%
ย ย ย ย ย ย ย ย 
Gross profit, GAAP$150,368ย ย $132,460ย ย $446,389ย ย $380,620ย 
Stock-based compensation expenseย 361ย ย ย 499ย ย ย 1,324ย ย ย 1,409ย 
Gross profit, Non-GAAPย 150,729ย ย ย 132,959ย ย ย 447,713ย ย ย 382,029ย 
Gross margin, GAAPย 78%ย ย 75%ย ย 77%ย ย 75%
Gross margin, Non-GAAPย 78%ย ย 76%ย ย 77%ย ย 76%
ย ย ย ย ย ย ย ย 
Research and development, GAAP$50,411ย ย $43,419ย ย $155,792ย ย $131,146ย 
Stock-based compensation expenseย (8,053)ย ย (6,902)ย ย (23,529)ย ย (21,434)
Intangible amortizationย (398)ย ย โ€”ย ย ย (1,196)ย ย โ€”ย 
Research and development, Non-GAAPย 41,960ย ย ย 36,517ย ย ย 131,067ย ย ย 109,712ย 
As a percentage of total revenue, GAAPย 26%ย ย 25%ย ย 27%ย ย 26%
As a percentage of total revenue, Non-GAAPย 22%ย ย 21%ย ย 23%ย ย 22%
ย ย ย ย ย ย ย ย 
Sales and marketing, GAAP$46,093ย ย $47,308ย ย $141,277ย ย $171,377ย 
Stock-based compensation expenseย (3,225)ย ย (3,106)ย ย (9,554)ย ย (9,672)
Sales and marketing, Non-GAAPย 42,868ย ย ย 44,202ย ย ย 131,723ย ย ย 161,705ย 
As a percentage of total revenue, GAAPย 24%ย ย 27%ย ย 24%ย ย 34%
As a percentage of total revenue, Non-GAAPย 22%ย ย 25%ย ย 23%ย ย 32%
ย ย ย ย ย ย ย ย 
General and administrative, GAAP$31,276ย ย $28,652ย ย $93,201ย ย $86,922ย 
Stock-based compensation expenseย (6,939)ย ย (7,304)ย ย (20,351)ย ย (23,633)
Other (2)ย (188)ย ย (188)ย ย (563)ย ย (563)
General and administrative, Non-GAAPย 24,149ย ย ย 21,160ย ย ย 72,287ย ย ย 62,726ย 
As a percentage of total revenue, GAAPย 16%ย ย 16%ย ย 16%ย ย 17%
As a percentage of total revenue, Non-GAAPย 12%ย ย 12%ย ย 13%ย ย 12%
ย ย ย ย ย ย ย ย 
Total operating expenses, GAAP$129,575ย ย $120,994ย ย $394,766ย ย $400,308ย 
Stock-based compensation expenseย (18,217)ย ย (17,312)ย ย (53,434)ย ย (54,739)
Intangible amortizationย (398)ย ย โ€”ย ย ย (1,196)ย ย โ€”ย 
Other (2)ย (188)ย ย (188)ย ย (563)ย ย (563)
Total operating expenses, Non-GAAPย 110,772ย ย ย 103,494ย ย ย 339,573ย ย ย 345,006ย 
As a percentage of total revenue, GAAPย 67%ย ย 69%ย ย 68%ย ย 79%
As a percentage of total revenue, Non-GAAPย 57%ย ย 59%ย ย 59%ย ย 68%
ย ย ย ย ย ย ย ย 
Income (loss) from operations, GAAP$20,793ย ย $11,466ย ย $51,623ย ย $(19,688)
Stock-based compensation expenseย 18,578ย ย ย 17,811ย ย ย 54,758ย ย ย 56,148ย 
Intangible amortizationย 398ย ย ย โ€”ย ย ย 1,196ย ย ย โ€”ย 
Other (2)ย 188ย ย ย 188ย ย ย 563ย ย ย 563ย 
Income from operations, Non-GAAPย 39,957ย ย ย 29,465ย ย ย 108,140ย ย ย 37,023ย 
ย ย ย ย ย ย ย ย 
Net income, GAAP$27,758ย ย $16,337ย ย $68,420ย ย $29,513ย 
Stock-based compensation expenseย 18,578ย ย ย 17,811ย ย ย 54,758ย ย ย 56,148ย 
Gain on early extinguishment of convertible senior notes (1)ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (38,945)
Intangible amortizationย 398ย ย ย โ€”ย ย ย 1,196ย ย ย โ€”ย 
Tax effect of non-GAAP adjustmentsย (7,762)ย ย (5,447)ย ย (20,150)ย ย (5,602)
Other (2)ย 188ย ย ย 188ย ย ย 563ย ย ย 563ย 
Net income, Non-GAAPย 39,160ย ย ย 28,889ย ย ย 104,787ย ย ย 41,677ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings (loss) per share, GAAP
Basic (in millions)ย 132.6ย ย ย 135.4ย ย ย 133.4ย ย ย 134.2ย 
Diluted (in millions)ย 139.3ย ย ย 137.3ย ย ย 140.6ย ย ย 135.2ย 
Basic earnings per share, GAAP$0.21ย ย $0.12ย ย $0.51ย ย $0.22ย 
Diluted earnings (loss) per share, GAAP$0.20ย ย $0.12ย ย $0.50ย ย $(0.06)
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings per share, Non-GAAP
Basic (in millions)ย 132.6ย ย ย 135.4ย ย ย 133.4ย ย ย 134.2ย 
Diluted (in millions)ย 139.3ย ย ย 142.8ย ย ย 140.6ย ย ย 135.9ย 
Basic earnings per share, Non-GAAP$0.30ย ย $0.21ย ย $0.79ย ย $0.31ย 
Diluted earnings per share, Non-GAAP$0.29ย ย $0.21ย ย $0.76ย ย $0.31ย 

(1) During the nine months ended Septemberย 30, 2023, we recognized a gain of $38.9 million on the early extinguishment of a portion of our 0.25% convertible senior notes due 2026, which is included in other income, net.

(2) During the three and nine months ended Septemberย 30, 2024 and 2023, we incurred $0.2 million and $0.6 million, respectively, of expense related to our Tides Foundation warrant.

ย 
UPWORK INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
ย 
ย Three Months Ended
ย September 30, 2024ย June 30, 2024ย March 31, 2024ย December 31, 2023ย September 30, 2023ย June 30, 2023
Net income (loss)$27,758ย ย $22,220ย ย $18,442ย ย $17,374ย ย $16,337ย ย $(3,991)
Add back (deduct):ย ย ย ย ย ย ย ย ย ย ย 
Stock-based compensation expenseย 18,578ย ย ย 19,238ย ย ย 16,942ย ย ย 18,047ย ย ย 17,811ย ย ย 18,437ย 
Depreciation and amortizationย 3,668ย ย ย 3,629ย ย ย 3,146ย ย ย 3,808ย ย ย 1,763ย ย ย 1,854ย 
Other income, netย (8,091)ย ย (5,620)ย ย (6,722)ย ย (7,389)ย ย (5,766)ย ย (3,982)
Income tax (benefit) provisionย 1,126ย ย ย 1,181ย ย ย 1,329ย ย ย (1,557)ย ย 895ย ย ย 1,857ย 
Other (1)ย 188ย ย ย 187ย ย ย 188ย ย ย 187ย ย ย 188ย ย ย 187ย 
Adjusted EBITDA$43,227ย ย $40,835ย ย $33,325ย ย $30,470ย ย $31,228ย ย $14,362ย 

(1) For all periods presented, we incurred $0.2 million of expense related to our Tides Foundation warrant.

ย 
UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)
ย 
ย ย Three Months Ended
September 30,
ย Nine Months Ended
September 30,
ย ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Cash provided by operating activitiesย $102,128ย ย $36,952ย ย $145,074ย ย $32,560ย 
Less: purchases of property, plant & equipment and cash outflows from internally developed softwareย ย (4,167)ย ย (3,530)ย ย (10,579)ย ย (9,737)
Free cash flowย $97,961ย ย $33,422ย ย $134,495ย ย $22,823ย 

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