• Upwork Reports Second Quarter 2024 Financial Results

    Source: Nasdaq GlobeNewswire / 07 Aug 2024 15:03:01   America/Chicago

    Second-quarter GAAP Net Income of $22.2 million, Upwork’s highest ever
    Second-quarter GAAP Diluted EPS of $0.17
    Second-quarter Adjusted EBITDA of $40.8 million

    SAN FRANCISCO, Aug. 07, 2024 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the world’s largest work marketplace that connects businesses with independent talent from across the globe, today announced its financial results for the second quarter of 2024.

    “We produced strong revenue growth of 15% year-over-year and our highest-ever net income amid a challenging and dynamic macroeconomic environment,” said Hayden Brown, President and CEO, Upwork. “The strength of our model and our market leadership position enable us to continue outperforming traditional incumbents across the hiring industry while investing in the quality of our marketplace. Our confidence in the long-term growth prospects for our business continues as we innovate work solutions for customers harnessing the AI transformation of work.”

    “Upwork continues to deliver durable growth on the top and bottom lines, driven by disciplined cost management and improved operating efficiencies,” said Erica Gessert, CFO, Upwork. “Our profit margin was 12% in the second quarter, while our adjusted EBITDA margin was 21%, more than double our adjusted EBITDA margin in the second quarter of 2023. We also returned $33.1 million to shareholders through share repurchases, representing nearly 100% of the free cash flow generated during the second quarter. I am confident that we can grow profitability and free cash flow and achieve 35% adjusted EBITDA margins within the next five years.”

    Second Quarter Financial Highlights

    • Revenue grew 15% year-over-year to $193.1 million in the second quarter of 2024
    • Active clients grew 6% year-over-year to over 868,000
    • Net income was $22.2 million in the second quarter of 2024, compared to net loss of $(4.0) million in the second quarter of 2023
    • Diluted earnings per share was $0.17 in the second quarter of 2024, compared to diluted loss per share of $(0.03) in the second quarter of 2023
    • Adjusted EBITDA* was $40.8 million in the second quarter of 2024, compared to adjusted EBITDA of $14.4 million in the second quarter of 2023
    • Cash provided by operating activities was $37.3 million in the second quarter of 2024, compared to cash provided by operating activities of $4.3 million in the second quarter of 2023
    • Free cash flow* was $33.5 million in the second quarter of 2024, compared to free cash flow of $1.0 million in the second quarter of 2023
    • Repurchased 2.9 million shares of Upwork stock in the second quarter of 2024

    * Explanation of non-GAAP measures and reconciliations to their most directly comparable GAAP measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

    Second Quarter Operational Highlights

    Artificial Intelligence

    • GSV from AI-related work grew 67% year-over-year in Q2
    • Number of clients engaging in AI-related projects grew 50% year-over-year in Q2
    • Daily active users of Upwork Chat Pro, powered by Uma™, Upwork’s Mindful AI, grew 68% quarter-over-quarter
    • Freelance professionals working on AI-related work earned 47% more per hour than freelancers working on non-AI-related work in Q2

    Ads & Monetization

    • Revenue from ads & monetization products grew 75% year-over-year, continuing to be one of Upwork’s fastest-growing revenue streams
    • Revenue from Connects, virtual tokens for talent to bid on projects and ads products on Upwork’s work marketplace, grew 81% year-over-year

    Partnerships

    • Expanded ecosystem of distribution channels for skilled talent on Upwork by more than doubling number of partner deals quarter-over-quarter
    • Delivered Upwork’s highest monthly revenue derived from partnerships to date in May

    Enterprise

    • Successfully tested a modified Enterprise offering, resulting in increased sales team win rates and adding 27 new logos through the new offering
    • Added 46 total new Enterprise clients, including Builders FirstSource, Guidepoint, and Labelbox
    • Announced a new VMS partnership with Beeline, extending Upwork’s market penetration to more than 60% of businesses using VMS platforms

    Financial Guidance & Outlook

    Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the third quarter of 2024 is:

    • Revenue: $179 million to $184 million
    • Adjusted EBITDA: $36 million to $39 million
    • Diluted weighted-average shares outstanding: 139 million to 141 million
    • Non-GAAP diluted EPS: $0.23 to $0.25

    Upwork’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: $735 million to $745 million
    • Adjusted EBITDA: $140 million to $150 million
    • Diluted weighted-average shares outstanding: 139 million to 143 million
    • Non-GAAP diluted EPS: $0.90 to $0.94
    • Stock-based compensation expense is expected to average slightly less than $20 million per quarter for 2024
     
    UPWORK INC.
    Key Financial and Operational Metrics
    (In thousands, except percentages)
    (Unaudited)
            
     Three Months Ended June 30,   Six Months Ended June 30,  
     2024 2023 % Change 2024 2023 % Change
    GSV(1)$1,008,267  $1,036,507  (2.7)% $2,017,063  $2,039,852  (1.1)%
    Marketplace revenue(1)(2)$166,786  $142,308  17% $331,116  $278,984  19%
    Enterprise revenue(1)(2)$26,343  $26,303  —% $52,950  $50,485  5%
    Gross profit$149,277  $127,729  17% $296,021  $248,160  19%
    Gross profit margin 77%  76% 1%  77%  75% 2%
    Operating expenses$131,496  $133,845  (2)% $265,191  $279,314  (5)%
    Net income (loss)$22,220  $(3,991) * $40,662  $13,176  *
    Adjusted EBITDA(1)(3)$40,835  $14,362  * $74,160  $11,436  *
    Profit margin 12% (2)% 14%  11%  4% 7%
    Adjusted EBITDA margin(3) 21%  9% 12%  19%  3% 16%
    Cash provided by (used in) operating activities$37,290  $4,309  * $42,946  $(4,392) *
    Free cash flow(1)(3)$33,543  $963  * $36,534  $(10,599) *

    *Not meaningfu

     As ofJune 30,  
    (In thousands)2024
    		 2023
    		 % Change
    Active clients(1)868  822  6%


     Three Months Ended June 30,
    		 Six Months Ended June 30,
     2024
    		 2024
    New enterprise clients(1)46  74 
          

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

    (2) In order to conform to the current period presentation as of June 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) Explanation of non-GAAP measures and reconciliations to their most directly comparable GAAP measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

    Second 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 company’s second 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 Upwork’s second 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 Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert’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 world’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 “Company,” “we,” “us,” or “our”) 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 third 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, 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 March 31, 2024, filed with the SEC on May 1, 2024, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended June 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.

     
    UPWORK INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except for per share data)
    (Unaudited)
        
     Three Months Ended
    June 30,    		 Six Months Ended
    June 30,
     2024 2023 2024 2023
    Revenue       
    Marketplace(1)$166,786  $142,308  $331,116  $278,984 
    Enterprise(1) 26,343   26,303   52,950   50,485 
    Total revenue 193,129   168,611   384,066   329,469 
    Cost of revenue 43,852   40,882   88,045   81,309 
    Gross profit 149,277   127,729   296,021   248,160 
    Operating expenses       
    Research and development 52,465   43,246   105,381   87,727 
    Sales and marketing 47,333   59,069   95,184   124,069 
    General and administrative 29,924   28,983   61,925   58,270 
    Provision for transaction losses 1,774   2,547   2,701   9,248 
    Total operating expenses 131,496   133,845   265,191   279,314 
    Income (loss) from operations 17,781   (6,116)  30,830   (31,154)
    Other income, net 5,620   3,982   12,342   46,982 
    Income (loss) before income taxes 23,401   (2,134)  43,172   15,828 
    Income tax provision (1,181)  (1,857)  (2,510)  (2,652)
    Net income (loss)$22,220  $(3,991) $40,662  $13,176 
            
    Net income (loss) per share:       
    Basic$0.17  $(0.03) $0.30  $0.10 
    Diluted$0.17  $(0.03) $0.30  $(0.18)
            
    Weighted-average shares used to compute net income (loss) per share       
    Basic 131,436   134,142   133,809   133,492 
    Diluted 138,266   134,142   140,798   135,049 

    (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 June 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.

     
    UPWORK INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
        
     June 30, 2024 December 31, 2023
    ASSETS   
    Current assets   
    Cash and cash equivalents$182,803  $79,641 
    Marketable securities 314,941   470,457 
    Funds held in escrow, including funds in transit 218,656   212,387 
    Trade and client receivables, net 116,522   103,061 
    Prepaid expenses and other current assets 22,743   17,825 
    Total current assets 855,665   883,371 
    Property and equipment, net 28,149   27,140 
    Goodwill 118,219   118,219 
    Intangible assets, net 2,258   3,048 
    Operating lease asset 2,627   4,333 
    Other assets, noncurrent 1,645   1,430 
    Total assets$1,008,563  $1,037,541 
        
    LIABILITIES AND STOCKHOLDERS’ EQUITY   
    Current liabilities   
    Accounts payable$5,863  $5,063 
    Escrow funds payable 218,656   212,387 
    Accrued expenses and other current liabilities 49,811   58,192 
    Deferred revenue 10,766   17,361 
    Total current liabilities 285,096   293,003 
    Debt, noncurrent 357,008   356,087 
    Operating lease liability, noncurrent 4,835   6,088 
    Other liabilities, noncurrent 528   1,288 
    Total liabilities 647,467   656,466 
        
    Stockholders’ equity   
    Common stock 13   14 
    Additional paid-in capital 615,012   674,918 
    Accumulated other comprehensive income (loss) (529)  205 
    Accumulated deficit (253,400)  (294,062)
    Total stockholders’ equity 361,096   381,075 
    Total liabilities and stockholders’ equity$1,008,563  $1,037,541 
            


     
    UPWORK INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
        
     Three Months Ended June 30, Six Months Ended June 30,
     2024 2023 2024 2023
    CASH FLOWS FROM OPERATING ACTIVITIES:       
    Net income (loss)$22,220  $(3,991) $40,662  $13,176 
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:       
    Provision for transaction losses 1,637   1,730   2,433   5,442 
    Depreciation and amortization 3,629   1,854   6,775   3,878 
    Amortization of debt issuance costs 461   461   921   1,177 
    Accretion of discount on purchases of marketable securities, net (3,283)  (2,667)  (8,159)  (6,154)
    Amortization of operating lease asset 859   811   1,706   1,611 
    Tides Foundation common stock warrant expense 187   187   375   375 
    Stock-based compensation expense 19,238   18,437   36,180   38,337 
    Gain on early extinguishment of convertible senior notes —   —   —   (38,945)
    Changes in operating assets and liabilities:       
    Trade and client receivables (3,769)  (8,947)  (16,158)  (6,957)
    Prepaid expenses and other assets (3,004)  (104)  (5,133)  (1,464)
    Operating lease liability (1,580)  (1,447)  (3,129)  (2,866)
    Accounts payable (81)  9   701   (3,371)
    Accrued expenses and other liabilities 4,050   1,714   (6,847)  (5,141)
    Deferred revenue (3,274)  (3,738)  (7,381)  (3,490)
    Net cash provided by (used in) operating activities 37,290   4,309   42,946   (4,392)
    CASH FLOWS FROM INVESTING ACTIVITIES:       
    Purchases of marketable securities (44,423)  (97,991)  (194,299)  (254,119)
    Proceeds from maturities of marketable securities 190,074   139,994   321,846   307,410 
    Proceeds from sale of marketable securities 8,485   6,150   35,394   149,859 
    Purchases of property and equipment (598)  23   (775)  (135)
    Internal-use software and platform development costs (3,149)  (3,369)  (5,637)  (6,072)
    Net cash provided by investing activities 150,389   44,807   156,529   196,943 
    CASH FLOWS FROM FINANCING ACTIVITIES:       
    Changes in escrow funds payable (4,281)  (1,766)  6,269   16,197 
    Proceeds from exercises of stock options 664   177   770   935 
    Proceeds from employee stock purchase plan 2,917   2,564   2,917   2,564 
    Repurchase of common stock (33,124)  —   (100,000)  — 
    Net cash paid for early extinguishment of convertible senior notes —   (575)  —   (171,327)
    Net cash provided by (used in) financing activities (33,824)  400   (90,044)  (151,631)
    NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 153,855   49,516   109,431   40,920 
    Cash, cash equivalents, and restricted cash—beginning of period 251,994   286,635   296,418   295,231 
    Cash, cash equivalents, and restricted cash—end of period$405,849  $336,151  $405,849  $336,151 
                    

    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):

     June 30, 2024 December 31, 2023
    Cash and cash equivalents$182,803  $79,641 
    Restricted cash 4,390   4,390 
    Funds held in escrow, including funds in transit 218,656   212,387 
    Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$405,849  $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 (“GAAP”), 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 (loss) 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 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 company’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 these non-GAAP financial measures. Reconciliations of the non-GAAP 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 third 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.

     
    UPWORK INC.
    RECONCILIATION OF GAAP TO NON-GAAP RESULTS
    (In thousands, except for percentages and share data)
    (Unaudited)
        
     Three Months Ended June 30, Six Months Ended June 30,
     2024 2023 2024 2023
    Net income (loss)$22,220  $(3,991) $40,662  $13,176 
    Add back (deduct):       
    Stock-based compensation expense 19,238   18,437   36,180   38,337 
    Depreciation and amortization 3,629   1,854   6,775   3,878 
    Other income, net(1) (5,620)  (3,982)  (12,342)  (46,982)
    Income tax provision 1,181   1,857   2,510   2,652 
    Other(2) 187   187   375   375 
    Adjusted EBITDA$40,835  $14,362  $74,160  $11,436 
    Profit margin 12% (2)%  11%  4%
    Adjusted EBITDA margin 21%  9%  19%  3%
            
    Cost of revenue, GAAP$43,852  $40,882  $88,045  $81,309 
    Stock-based compensation expense (497)  (490)  (963)  (910)
    Cost of revenue, Non-GAAP 43,355   40,392   87,082   80,399 
    As a percentage of total revenue, GAAP 23%  24%  23%  25%
    As a percentage of total revenue, Non-GAAP 22%  24%  23%  24%
            
    Gross profit, GAAP$149,277  $127,729  $296,021  $248,160 
    Stock-based compensation expense 497   490   963   910 
    Gross profit, Non-GAAP 149,774   128,219   296,984   249,070 
    Gross margin, GAAP 77%  76%  77%  75%
    Gross margin, Non-GAAP 78%  76%  77%  76%
            
    Research and development, GAAP$52,465  $43,246  $105,381  $87,727 
    Stock-based compensation expense (8,106)  (6,903)  (15,476)  (14,532)
    Intangible amortization (398)  —   (797)  — 
    Research and development, Non-GAAP 43,961   36,343   89,108   73,195 
    As a percentage of total revenue, GAAP 27%  26%  27%  27%
    As a percentage of total revenue, Non-GAAP 23%  22%  23%  22%
            
    Sales and marketing, GAAP$47,333  $59,069  $95,184  $124,069 
    Stock-based compensation expense (3,393)  (2,998)  (6,329)  (6,566)
    Sales and marketing, Non-GAAP 43,940   56,071   88,855   117,503 
    As a percentage of total revenue, GAAP 25%  35%  25%  38%
    As a percentage of total revenue, Non-GAAP 23%  33%  23%  36%
            
    General and administrative, GAAP$29,924  $28,983  $61,925  $58,270 
    Stock-based compensation expense (7,242)  (8,046)  (13,412)  (16,329)
    Other(2) (187)  (187)  (375)  (375)
    General and administrative, Non-GAAP 22,495   20,750   48,138   41,566 
    As a percentage of total revenue, GAAP 15%  17%  16%  18%
    As a percentage of total revenue, Non-GAAP 12%  12%  13%  13%
            
    Total operating expenses, GAAP$131,496  $133,845  $265,191  $279,314 
    Stock-based compensation expense (18,741)  (17,947)  (35,217)  (37,427)
    Intangible amortization (398)  —   (797)  — 
    Other(2) (187)  (187)  (375)  (375)
    Total operating expenses, Non-GAAP 112,170   115,711   228,802   241,512 
    As a percentage of total revenue, GAAP 68%  79%  69%  85%
    As a percentage of total revenue, Non-GAAP 58%  69%  60%  73%
            
    Income (loss) from operations, GAAP$17,781  $(6,116) $30,830  $(31,154)
    Stock-based compensation expense 19,238   18,437   36,180   38,337 
    Intangible amortization 398   —   797   — 
    Other(2) 187   187   375   375 
    Income from operations, Non-GAAP 37,604   12,508   68,182   7,558 
            
    Net income (loss), GAAP$22,220  $(3,991) $40,662  $13,176 
    Stock-based compensation expense 19,238   18,437   36,180   38,337 
    Gain on early extinguishment of convertible senior notes(1) —   —   —   (38,945)
    Intangible amortization 398   —   797   — 
    Tax effect of non-GAAP adjustments (6,815)  (1,111)  (12,387)  (155)
    Other(2) 187   187   375   375 
    Net income, Non-GAAP 35,228   13,522   65,627   12,788 
            
    Weighted-average shares outstanding used in computing earnings (loss) per share, GAAP
    Basic (in millions) 131.4   134.1   133.8   133.5 
    Diluted (in millions) 138.3   134.1   140.8   135.0 
    Basic earnings (loss) per share, GAAP$0.17  $(0.03) $0.30  $0.10 
    Diluted earnings (loss) per share, GAAP$0.17  $(0.03) $0.30  $(0.18)
            
    Weighted-average shares outstanding used in computing earnings per share, Non-GAAP
    Basic (in millions) 131.4   134.1   133.8   133.5 
    Diluted (in millions) 138.3   135.7   140.8   136.8 
    Basic earnings per share, Non-GAAP$0.27  $0.10  $0.49  $0.10 
    Diluted earnings per share, Non-GAAP$0.26  $0.10  $0.48  $0.09 

    (1) During the six months ended June 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 each of the three and six months ended June 30, 2024 and 2023, we incurred $0.2 million and $0.4 million, respectively, of expense related to our Tides Foundation warrant.

     
    UPWORK INC.
    RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
    (In thousands)
    (Unaudited)
      
     Three Months Ended
     June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023
    Net income (loss)$22,220  $18,442  $17,374  $16,337  $(3,991) $17,167 
    Add back (deduct):           
    Stock-based compensation expense 19,238   16,942   18,047   17,811   18,437   19,900 
    Depreciation and amortization 3,629   3,146   3,808   1,763   1,854   2,024 
    Other income, net(1) (5,620)  (6,722)  (7,389)  (5,766)  (3,982)  (43,000)
    Income tax (benefit) provision 1,181   1,329   (1,557)  895   1,857   795 
    Other(2) 187   188   187   188   187   188 
    Adjusted EBITDA$40,835  $33,325  $30,470  $31,228  $14,362  $(2,926)

    (1) During the three months ended March 31, 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) For all periods presented, we incurred $0.2 million of expense related to our Tides Foundation warrant.

     
    UPWORK INC.
    RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
    TOFREE CASH FLOW
    (In thousands)
    (Unaudited)
         
      Three Months Ended June 30, Six Months Ended June 30,
      2024 2023 2024 2023
    Cash provided by (used in) operating activities $37,290  $4,309  $42,946  $(4,392)
    Less: purchases of property, plant & equipment and cash outflows from internally developed software  (3,747)  (3,346)  (6,412)  (6,207)
    Free cash flow $33,543  $963  $36,534  $(10,599)
                     

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