GlobeNewswire Inc | Nov 4, 2020 04:05PM EST

November 04, 2020

-- Revenue grew 24% year-over-year to $96.7 million, exceeding guidance -- Marketplace revenue grew 26% year-over-year to $88.0 million -- Marketplace take rate improved from 13.3% to 13.6% year-over-year

SANTA CLARA, Calif., Nov. 04, 2020 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the worlds largest work marketplace that connects businesses with independent talent, as measured by gross services volume (GSV), today announced its third quarter 2020 financial results.

Our third quarter performance was fueled by strength from both existing and new clients, who adopted Upwork in record numbers. As the worlds largest work marketplace that connects businesses with independent talent, as measured by gross services volume, we have been building capabilities and tools for a world now increasingly ready to use them, said Hayden Brown, President and CEO of Upwork. Our vision is to place independent talent at the heart of every business; everything we do is, and will continue to be, focused on powering our customers progress. This quarter we continued to expand our platform to serve our customers with Project Catalog, a curated collection of pre-scoped projects that provides a new click-and-buy way for clients and freelancers to instantly begin working together on the Upwork marketplace.

Third Quarter 2020 Financial Results

-- Gross services volume (GSV) increased by 23% year-over-year to $654.5 million; -- Revenue grew 24% year-over-year to $96.7 million; -- Marketplace revenue grew 26% year-over-year to $88.0 million; -- Marketplace take rate was 13.6%, up from 13.3% a year ago; -- Gross margin increased two percentage points year-over-year to 73%; -- Net loss was $2.7 million, or $(0.02) per share, compared to a net loss of $3.5 million, or $(0.03) per share, in the third quarter of 2019; -- Non-GAAP net income was $5.0 million, or $0.04 per share, compared to non-GAAP net income of $1.1 million, or $0.01 per share, in the third quarter of 2019; and -- Adjusted EBITDA, a non-GAAP financial measure, was $6.7 million compared to adjusted EBITDA of $2.0 million in the third quarter of 2019.

Note: Reported figures are rounded; unless otherwise noted, comparisons of the third quarter of 2020 are to the third quarter of 2019. All financial measures are GAAP unless cited as non-GAAP. Certain operating metrics used here, including GSV and marketplace take rate, are defined in our Annual Report on Form 10-K for the full year ended December 31, 2019 and our most recently filed Quarterly Report on Form 10-Q.

A reconciliation of GAAP to non-GAAP financial measures has been provided at the end of this press release. An explanation of these measures is also included below under the heading Non-GAAP Financial Measures.

GuidanceThe fourth quarter guidance we are providing today factors in the expected impacts of the COVID-19 pandemic that are available to us as of today.

As of November4, 2020, Upwork is providing the following guidance for its fourth quarter and full year 2020 as follows:

For the fourth quarter of 2020, Upwork expects to report:

-- Revenue in the range of $96 million to $98 million -- Weighted-average shares outstanding in the range of 122 million to 124 million

For the full year 2020, Upwork expects to report:

-- Revenue in the range of $363 million to $365 million -- Weighted-average shares outstanding in the range of 118 million to 122 million

Third Quarter 2020 Financial Results Conference Call and Webcast

Upwork will host a conference call today at 2 p.m. Pacific Time/5 p.m. Eastern Time to discuss the companys third quarter 2020 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. The prepared remarks corresponding to the information reviewed on todays conference call will also be available on our Investor Relations website, once the call has concluded.

We use our investor relations website (investors.upwork.com), our Twitter handle (twitter.com/Upwork) and Hayden Browns Twitter handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown) as a 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 a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The content of our websites and information that we may post on or provide to online and social media channels, including those mentioned above, and information that can be accessed through our websites or these online and social media channels are not incorporated by reference into this press release or in any report or document we file with the SEC, and any references to our websites or these online and social media channels are intended to be inactive textual references only.

Safe Harbor Statement

This press release includes forward-looking statements, which are statements other than statements of historical facts, and statements in the future tense. These statements include, but are not limited to, statements regarding the future performance of Upwork and its market opportunity, including expected financial results for the fourth quarter of 2020 and full year 2020, expectations regarding the impact of the COVID-19 pandemic on our business and industry, and expectations for capturing market share and regarding the changing landscape of work, as well as statements regarding our planned investments to support growth. Accordingly, actual results could differ materially or such uncertainties could cause adverse effects on our results. Forward-looking statements are based upon various estimates and assumptions, as well as information known to Upwork as of the date of this press release, and are subject to risks and uncertainties, including but not limited to: the impact and duration of the COVID-19 pandemic on our business and global economic conditions; the impact, severity and duration of safety measures put in place to mitigate the impact of the COVID-19 pandemic; our ability to attract and retain a community of freelancers and clients; our limited operating history under our current business strategy and pricing model; our focus on the long-term and our investments in sustainable, profitable growth; our ability to develop and release new products and services, and develop and release successful enhancements, features, and modifications to our existing products and services; the impact of new and existing laws and regulations; our ability to generate revenue from our marketplace offerings and the effects of fluctuations in our level of client spend retention; our ability to develop, maintain, and enhance our brand and reputation cost-effectively; competition; challenges to contractor classification or employment status of freelancers on our platform; the possibility that the market for freelancers and the services they offer will develop more slowly than we expect; user circumvention of our platform; our ability to sell to mid-market, large enterprise, and global account clients; the success of our investments in our enterprise sales organization and our related marketing efforts, and expectations for the ability for enterprise sales to drive incremental revenue and GSV growth; changes in the amount and mix of services facilitated through our platform in a period; changes in our level of investment in sales and marketing, research and development, and general and administrative expenses, and our hiring plans for sales personnel; the market for information technology; future changes to our pricing model; payment and fraud risks; security breaches; privacy; litigation and related costs; changes in management; and other general market, political, economic, and business conditions. Actual results could differ materially from those predicted or implied, and reported results should not be considered as an indication of future performance. Additionally, these forward-looking statements, particularly our guidance, involve risks, uncertainties and assumptions, including those related to the impacts of the COVID-19 pandemic on our clients spending decisions. Significant variation from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be significant.

Additional risks and uncertainties that could affect our financial results are included under the caption Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 2, 2020, our Quarterly Report on Form 10-Q filed with the SEC on August 4, 2020, and our other SEC filings, which are available on the Investor Relations page of our website at investors.upwork.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the three months ended September 30, 2020 when filed. All forward-looking statements contained herein are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events.

Undue reliance should not be placed on the forward-looking statements in this press release. These statements are based on information available to Upwork on the date hereof, and Upwork assumes no obligation to update such statements.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present non-GAAP cost of revenue (and as a percentage of revenue), non-GAAP gross profit (and as a percentage of revenue), non-GAAP operating expenses (total and each line item, and total and each non-GAAP operating expense item as a percentage of revenue), non-GAAP income (loss) from operations (and as a percentage of revenue), non-GAAP net income (loss) (and as a percentage of revenue and on a per share basis), and adjusted EBITDA in this press release. Our use of non-GAAP financial measures has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for analysis of financial results as reported under GAAP.

We use these non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including in 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 measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of 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 companys operating performance. We exclude the following items from one or more of our non-GAAP financial measures: stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions), depreciation and amortization (non-cash expense), interest expense, other (income) expense, net, income tax (benefit) provision, and, if applicable, other non-cash transactions, which in the periods presented consists of expense associated with the common stock warrant that we issued to the Tides Foundation.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, (1) stock-based compensation expense 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; (c) tax payments that may represent a reduction in cash available to us; or (d) expense from our common stock warrant issued to the Tides Foundation, which is recurring and will be reflected in our financial results for the foreseeable future. The non-GAAP measures we use may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures. A reconciliation of these non-GAAP measures has been provided in the financial statement tables included in this press release and investors are encouraged to review the reconciliation.

About Upwork

Upwork is the worlds largest work marketplace that connects businesses with independent talent, as measured by gross services volume (GSV). We serve everyone from one-person startups to 30% of the Fortune 100 with a powerful, trust-driven platform that enables companies and freelancers to work together in new ways that unlock their potential. Our talent community earned over $2 billion on Upwork in 2019 across more than 8,000 skills, including website & app development, creative & design, customer support, finance & accounting, consulting, and operations. Learn more at www.upwork.comand join us on LinkedIn, Twitter, and Facebook.

Upwork is a registered trademark of Upwork Inc. All other product and brand names may be trademarks or registered trademarks of their respective owners.

UPWORK INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except for per share data)(Unaudited)

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019Revenue Marketplace $ 88,040 $ 69,912 $ 241,286 $ 196,095 Managed services 8,708 8,103 26,189 24,179 Total revenue 96,748 78,015 267,475 220,274 Cost of revenue 26,596 22,494 75,489 65,207 Gross profit 70,152 55,521 191,986 155,067 Operating expenses Research and development 20,833 16,209 60,728 47,705 Sales and marketing 33,577 25,322 98,695 70,319 General and administrative 18,047 16,468 52,973 46,193 Provision for transaction 724 1,214 2,654 2,706 lossesTotal operating expenses 73,181 59,213 215,050 166,923 Loss from operations (3,029 ) (3,692 ) (23,064 ) (11,856 )Interest expense 152 317 640 1,047 Other (income) expense, net (452 ) (462 ) 31 (1,773 )Loss before income taxes (2,729 ) (3,547 ) (23,735 ) (11,130 )Income tax provision (18 ) ? (57 ) (28 )Net loss $ (2,747 ) $ (3,547 ) $ (23,792 ) $ (11,158 ) Net loss per share, basic $ (0.02 ) $ (0.03 ) $ (0.20 ) $ (0.10 )and dilutedWeighted-average sharesused to compute net loss 120,681 111,163 117,121 108,844 per share, basic anddiluted

UPWORK INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)(Unaudited)

September 30, December 31, 2020 2019ASSETS Current assets Cash and cash equivalents $ 88,436 $ 48,392 Marketable securities 67,051 85,481 Funds held in escrow, including funds in 128,131 108,721 transitTrade and client receivables, net 39,853 30,156 Prepaid expenses and other current assets 8,487 7,885 Total current assets 331,958 280,635 Property and equipment, net 27,680 21,454 Goodwill 118,219 118,219 Intangible assets, net 1,334 3,335 Operating lease asset 20,662 21,908 Other assets, noncurrent 1,784 829 Total assets $ 501,637 $ 446,380 LIABILITIES AND STOCKHOLDERS? EQUITY Current liabilities Accounts payable $ 5,708 $ 652 Escrow funds payable 128,131 108,721 Debt, current 7,576 7,584 Accrued expenses and other current 28,766 18,342 liabilitiesDeferred revenue 15,892 13,799 Total current liabilities 186,073 149,098 Debt, noncurrent 5,021 10,699 Operating lease liability, noncurrent 21,693 21,186 Other liabilities, noncurrent 7,276 5,973 Total liabilities 220,063 186,956 Stockholders? equity Common stock 12 11 Additional paid-in capital 477,311 431,370 Accumulated deficit (195,749 ) (171,957 )Total stockholders? equity 281,574 259,424 Total liabilities and stockholders? equity $ 501,637 $ 446,380

UPWORK INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited)

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019CASH FLOWS FROM OPERATING ACTIVITIES:Net loss $ (2,747 ) $ (3,547 ) $ (23,792 ) $ (11,158 )Adjustments to reconcilenet loss to net cash provided by operatingactivities:Provision for transaction 1,048 1,040 2,654 2,078 lossesDepreciation and 2,658 1,671 7,444 4,498 amortizationAmortization of debt 17 13 43 39 issuance costsAmortization of discounton purchases of (54 ) (283 ) (311 ) (948 )marketable securitiesAmortization of operating 982 882 2,927 3,059 lease assetTides Foundation common 188 62 564 439 stock warrant expenseStock-based compensation 6,856 3,932 19,527 10,858 expenseChanges in operating assets and liabilities:Trade and client (7,717 ) 22,875 (12,490 ) (7,103 )receivablesPrepaid expenses and 684 (822 ) (284 ) (1,407 )other assetsOperating lease liability (495 ) 19 (1,420 ) (979 )Accounts payable 684 1,286 5,087 697 Accrued expenses and 3,216 1,289 10,448 (799 )other liabilitiesDeferred revenue 1,430 1,410 3,015 2,727 Net cash provided by 6,750 29,827 13,412 2,001 operating activitiesCASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable (22,467 ) (45,383 ) (70,215 ) (131,950 )securitiesProceeds from maturities 25,000 47,700 89,000 72,500 of marketable securitiesPurchases of property and (583 ) (2,795 ) (6,210 ) (10,230 )equipmentInternal-use software andplatform development (2,008 ) (1,872 ) (5,567 ) (4,054 )costsNet cash provided by(used in) investing (58 ) (2,350 ) 7,008 (73,734 )activitiesCASH FLOWS FROM FINANCING ACTIVITIES:Changes in escrow funds (1,423 ) (3,709 ) 19,409 16,407 payableProceeds from exercisesof stock options and 7,333 3,634 23,343 13,974 common stock warrantsProceeds from borrowings ? ? 18,000 50,000 on debtRepayment of debt (1,943 ) (26,893 ) (23,729 ) (53,786 )Proceeds from employee ? ? 2,661 3,577 stock purchase planNet cash provided by(used in) financing 3,967 (26,968 ) 39,684 30,172 activitiesNET CHANGE IN CASH, CASHEQUIVALENTS, AND 10,659 509 60,104 (41,561 )RESTRICTED CASHCash, cash equivalents,and restricted 209,048 187,997 159,603 230,067 cash?beginning of periodCash, cash equivalents,and restricted cash?end $ 219,707 $ 188,506 $ 219,707 $ 188,506 of period

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 September30, 2020 and December 31, 2019 (in thousands):

September December 31, 30, 2020 2019Cash and cash equivalents $ 88,436 $ 48,392 Restricted cash 3,140 2,490 Funds held in escrow, including funds in transit 128,131 108,721 Total cash, cash equivalents, and restricted cashas shown in the condensed consolidated statement $ 219,707 $ 159,603 of cash flows

UPWORK INC.COST OF REVENUE AND GROSS MARGIN(In thousands, except percentages)(Unaudited)

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 Change 2020 2019 ChangeCost of $ 26,596 $ 22,494 $ 4,102 18 % $ 75,489 $ 65,207 $ 10,282 16 %revenueComponentsof cost of revenue:Cost offreelancerservices 7,093 6,745 348 5 % 21,327 20,143 1,184 6 %to delivermanagedservicesOthercomponents 19,503 15,749 3,754 24 % 54,162 45,064 9,098 20 %of cost ofrevenueTotalgross 73 % 71 % 72 % 70 % margin

UPWORK INC.RECONCILIATION OF GAAP TO NON-GAAP RESULTS(In thousands, except for percentages and per share data)(Unaudited)

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019GAAP Net Loss $ (2,747 ) $ (3,547 ) $ (23,792 ) $ (11,158 )Add back (deduct): Stock-based compensation 6,856 3,932 19,527 10,858 expenseDepreciation and 2,658 1,671 7,444 4,498 amortizationInterest expense 152 317 640 1,047 Other (income) expense, net (452 ) (462 ) 31 (1,773 )Income tax provision 18 ? 57 28 Tides Foundation common 188 62 564 439 stock warrant expenseNon-GAAP Adjusted EBITDA $ 6,673 $ 1,973 $ 4,471 $ 3,939 Cost of Revenue Reconciliation:Cost of revenue, GAAP $ 26,596 $ 22,494 $ 75,489 $ 65,207 Stock-based compensation (203 ) (109 ) (579 ) (326 )Cost of revenue, Non-GAAP $ 26,393 $ 22,385 $ 74,910 $ 64,881 % of revenue, GAAP 27 % 29 % 28 % 30 %% of revenue, Non-GAAP 27 % 29 % 28 % 29 % Gross Profit Reconciliation:Gross profit, GAAP $ 70,152 $ 55,521 $ 191,986 $ 155,067 Stock-based compensation 203 109 579 326 Gross profit, Non-GAAP $ 70,355 $ 55,630 $ 192,565 $ 155,393 % of revenue, GAAP 73 % 71 % 72 % 70 %% of revenue, Non-GAAP 73 % 71 % 72 % 71 % Operating Expenses Reconciliation:Research and development, $ 20,833 $ 16,209 $ 60,728 $ 47,705 GAAPStock-based compensation (2,567 ) (1,503 ) (7,286 ) (4,569 )Research and development, $ 18,266 $ 14,706 $ 53,442 $ 43,136 Non-GAAP% of revenue, GAAP 22 % 21 % 23 % 22 %% of revenue, Non-GAAP 19 % 19 % 20 % 20 % Sales and marketing, GAAP $ 33,577 $ 25,322 $ 98,695 $ 70,319 Stock-based compensation (1,212 ) (635 ) (3,452 ) (1,860 )Sales and marketing, $ 32,365 $ 24,687 $ 95,243 $ 68,459 Non-GAAP% of revenue, GAAP 35 % 32 % 37 % 32 %% of revenue, Non-GAAP 33 % 32 % 36 % 31 % General and administrative, $ 18,047 $ 16,468 $ 52,973 $ 46,193 GAAPStock-based compensation (2,874 ) (1,685 ) (8,210 ) (4,103 )Amortization of intangible (667 ) (667 ) (1,334 ) (1,334 )assetsTides Foundation common (188 ) (62 ) (564 ) (439 )stock warrant expenseGeneral and administrative, $ 14,318 $ 14,054 $ 42,865 $ 40,317 Non-GAAP% of revenue, GAAP 19 % 21 % 20 % 21 %% of revenue, Non-GAAP 15 % 18 % 16 % 18 % Loss from Operations Reconciliation:Loss from operations, GAAP $ (3,029 ) $ (3,692 ) $ (23,064 ) $ (11,856 )Stock-based compensation 6,856 3,932 19,527 10,858 Amortization of intangible 667 667 1,334 1,334 assetsTides Foundation common 188 62 564 439 stock warrant expenseIncome (loss) from $ 4,682 $ 969 $ (1,639 ) $ 775 operations, Non-GAAP% of revenue, GAAP -3 % -5 % -9 % -5 %% of revenue, Non-GAAP 5 % 1 % -1 % ? % Net Loss Reconciliation: Net loss, GAAP $ (2,747 ) $ (3,547 ) $ (23,792 ) $ (11,158 )Stock-based compensation 6,856 3,932 19,527 10,858 Amortization of intangible 667 667 1,334 1,334 assetsTides Foundation common 188 62 564 439 stock warrant expenseNet income (loss), Non-GAAP $ 4,964 $ 1,114 $ (2,367 ) $ 1,473 % of revenue, GAAP -3 % -5 % -9 % -5 %% of revenue, Non-GAAP 5 % 1 % -1 % 1 % Net Loss per Share Reconciliation:Weighted-average shares 120,681 111,163 117,121 108,844 outstandingNet loss per share, GAAP $ (0.02 ) $ (0.03 ) $ (0.20 ) $ (0.10 )Net income (loss) per $ 0.04 $ 0.01 $ (0.02 ) $ 0.01 share, Non-GAAP