EX-99.1 2 exhibit991pressrelease2q19.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1


Upwork Reports Second Quarter 2019 Financial Results

•
Gross Services Volume (GSV) grew 20% year-over-year to $518.8 million
•
Revenue grew 18% year-over-year to $74.3 million
•
Core clients grew 21% year-over-year to approximately 116,000
•
Gross Margin expanded more than 3 points year-over-year to 71%

Santa Clara, CA - August 7, 2019 - Upwork Inc. (Nasdaq: UPWK), the largest freelancing website, as measured by GSV, today announced its second quarter 2019 financial results, and released a letter to its stockholders on its Investor Relations website, investors.upwork.com.

“We had a solid second quarter, with notable progress made against our strategic initiatives and an increase in gross profit,” said Stephane Kasriel, President and CEO of Upwork. “Our focus on larger clients and our Enterprise customers drove 4x more Upwork Business and Enterprise sales deals in the first half of 2019 compared to a year ago. With new products and brand marketing efforts to drive larger projects to the platform, we are focused on long-term, sustainable growth to build quality on both sides of our marketplace.”

Second Quarter 2019 Financial Results
•
Revenue​:  Total revenue increased by 18% to $74.3 million compared to the second quarter of 2018, and marketplace revenue increased by 19% to $66.2 million compared to the second quarter of 2018 and represented 89% of total revenue for the second quarter of 2019.
•
Take Rate:​ Take rate, which we define as total revenue divided by GSV, was 14.3%, compared to 14.2% in the first quarter of 2019 and 14.5% in the second quarter of 2018.
•
Gross Profit/Gross Margin: Gross profit increased by 25% to $52.7 million compared to the second quarter of 2018, and gross margin was 71%, up from 67% in the second quarter of 2018.
•
Net Loss:​  Net loss was $(2.0) million, or $(0.02) per share, compared to a net loss of $(0.4) million, or $(0.01) per share, in the second quarter of 2018.  Non-GAAP net income was $1.4 million, or $0.01 per share, compared to non-GAAP net income of $2.1 million, or $0.06 per share, in the second quarter of 2018.
•
Adjusted EBITDA: Adjusted EBITDA was $1.6 million compared to $3.3 million in the second quarter of 2018.

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.”

Recent Highlights
•
Hired substantially to sales headcount plan, with two classes of hiring prepared to onboard in the third quarter of 2019.
•
Launched Agency Experience, a product allowing agencies to better promote themselves.
•
Bolstered our brand marketing initiatives.

Guidance
As of August 7, 2019, Upwork is providing revenue and adjusted EBITDA guidance for its third quarter of 2019 and full year 2019 as follows:

For the third quarter of 2019, Upwork expects to report:
•
Revenue in the range of $77 million to $78 million;
•
Adjusted EBITDA in the range of break-even to 1% of revenue; and
•
Weighted average shares outstanding in the range of 111 million to 113 million.

For the full year 2019, Upwork now expects to report:
•
Revenue in the range of $300 million to $304 million;
•
Adjusted EBITDA in the range of 1% to 2% of revenue; and
•
Weighted average shares outstanding in the range of 109 million to 112 million.

We have not reconciled our adjusted EBITDA guidance to GAAP net income (loss) because certain items that impact adjusted EBITDA are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by our future hiring and retention needs, as well as 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 2019 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA to net income (loss) is not available without unreasonable effort.

Second Quarter 2019 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 company’s second quarter 2019 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com.

Upwork uses its Investor Relations website (investors.upwork.com), its Twitter handle (twitter.com/Upwork), and Stephane Kasriel’s Twitter handle (twitter.com/skasriel) and LinkedIn profile (linkedin.com/in/kasriel) as a means of disseminating or providing notification of, among other things, news or announcements regarding its 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 its disclosure obligations under Regulation FD.

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 third quarter of 2019 and full year 2019 and expectations for capturing market share. 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. Accordingly, actual results could differ materially or such uncertainties could cause adverse effects on our results, including: our ability to attract and retain a community of freelancers and clients; our limited operating history under our current platform and pricing model; our focus on the long term and our investment in sustainable, profitable growth; if the market for freelancers and the services they offer develops more slowly than we expect; 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; changes in the amount and mix of services facilitated through our platform in a period; our ability to generate revenue from our marketplace offerings; changes in our level of investment in sales and marketing, R&D, and G&A expenses; the impact of new and existing laws and regulations; competition; our ability to develop, maintain, and enhance our brand and reputation cost-effectively; challenges to contractor classification or employment status of freelancers on our platform; the market for information technology; future changes to our pricing model; payment and fraud risks; security breaches; our ability to sell to large enterprise clients; privacy; litigation and related costs; 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.

Additional risks and uncertainties that could affect our financial results are included under the caption “Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on May 8, 2019 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 June 30, 2019 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 gross profit, non-GAAP gross margin, non-GAAP net income (loss), non-GAAP operating expenses 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 and as a measure of 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.  We exclude the following items from one or more of our non-GAAP financial measures:
•
Stock-based compensation expense: We exclude stock-based compensation expense, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, companies calculate stock-based compensation expense using a variety of valuation methodologies and subjective assumptions.
•
Depreciation and amortization: We exclude depreciation and amortization, which are non-cash expenses.
•
Change in fair value of redeemable preferred stock warrant liability: We exclude the change in fair value of redeemable preferred stock warrant liability, which is a non-cash charge that will not recur in the periods following the fourth quarter of 2018.
•
Change in fair value of our Tides Foundation common stock warrant: We exclude the change in fair value of this common stock warrant, which is a non-cash expense included in general and administrative expenses.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, stock-based compensation expense, depreciation and amortization, and the change in fair value of our common stock warrant issued to the Tides Foundation are 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 largest freelancing website, as measured by GSV, for businesses to find and work with highly-skilled freelancers-a sought after, critical, and expanding component of the global workforce. As an increasingly connected and independent workforce goes online, knowledge work-like software, shopping, and content before it-is shifting online as well. This shift is making it easier for clients to connect and work with talent in near real-time and is freeing professionals everywhere to work where and how they want. Upwork’s mission is to create economic opportunities so people have better lives. Upwork is headquartered in Santa Clara, California, with offices in San Francisco and Chicago. For more information, visit Upwork’s website at www.upwork.com, or its Investor Relations website at investors.upwork.com, or join Upwork on Twitter, Facebook, and LinkedIn.

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
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Revenue
 
 
 
 
 
 
 
Marketplace
$
66,201

 
$
55,454

 
$
127,104

 
$
107,413

Managed services
8,055

 
7,227

 
16,076

 
14,486

Total revenue
74,256

 
62,681

 
143,180

 
121,899

Cost of revenue
21,588

 
20,457

 
42,713

 
40,074

Gross profit
52,668

 
42,224

 
100,467

 
81,825

Operating expenses
 
 
 
 
 
 
 
Research and development
15,696

 
12,812

 
31,496

 
26,303

Sales and marketing
24,479

 
16,414

 
44,997

 
36,087

General and administrative
14,113

 
11,219

 
29,790

 
22,395

Provision for transaction losses
855

 
1,450

 
1,492

 
2,720

Total operating expenses
55,143

 
41,895

 
107,775

 
87,505

Income (loss) from operations
(2,475
)
 
329

 
(7,308
)
 
(5,680
)
Interest expense
357

 
556

 
730

 
1,085

Other (income) expense, net
(832
)
 
173

 
(1,311
)
 
422

Loss before income taxes
(2,000
)
 
(400
)
 
(6,727
)
 
(7,187
)
Income tax provision
(27
)
 
(12
)
 
(28
)
 
(9
)
Net loss
$
(2,027
)
 
$
(412
)
 
$
(6,755
)
 
$
(7,196
)
 
 
 
 
 
 
 
 
Net loss per share, basic and diluted
$
(0.02
)
 
$
(0.01
)
 
$
(0.06
)
 
$
(0.21
)
Weighted-average shares used to compute net loss per share, basic and diluted
108,683

 
35,105

 
107,665

 
34,651






UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
June 30, 2019
 
December 31, 2018
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
67,092

 
$
129,128

Marketable securities
62,442

 
—

Funds held in escrow, including funds in transit
118,302

 
98,186

Trade and client receivables, net
51,447

 
22,315

Prepaid expenses and other current assets
6,554

 
6,253

Total current assets
305,837

 
255,882

Property and equipment, net
19,207

 
10,815

Goodwill
118,219

 
118,219

Intangible assets, net
4,670

 
6,004

Other assets, noncurrent
976

 
653

Total assets
$
448,909

 
$
391,573

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
1,521

 
$
2,073

Escrow funds payable
118,302

 
98,186

Debt, current
32,574

 
5,671

Accrued expenses and other current liabilities
19,132

 
20,948

Deferred revenue
1,130

 
722

Total current liabilities
172,659

 
127,600

Debt, noncurrent
14,469

 
18,239

Other liabilities, noncurrent
4,148

 
1,989

Total liabilities
191,276

 
147,828

 
 
 
 
Stockholders’ equity
 
 
 
Common stock
11

 
11

Additional paid-in capital
407,876

 
387,233

Accumulated deficit
(150,254
)
 
(143,499
)
Total stockholders' equity
257,633

 
243,745

Total liabilities and stockholders' equity
$
448,909

 
$
391,573






UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net loss
$
(2,027
)
 
$
(412
)
 
$
(6,755
)
 
$
(7,196
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Provision for transaction losses
623

 
1,450

 
1,038

 
2,720

Depreciation and amortization
1,295

 
1,191

 
2,827

 
2,255

Amortization of debt issuance costs
13

 
12

 
26

 
51

Amortization of discount on purchases of marketable securities
(382
)
 
—

 
(665
)
 
—

Change in fair value of redeemable convertible preferred stock warrant liability
—

 
41

 
—

 
359

Change in fair value of Tides Foundation common stock warrant
125

 
—

 
377

 
—

Stock-based compensation expense
2,631

 
1,793

 
6,926

 
3,681

Loss on disposal of fixed assets
—

 
4

 
—

 
33

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Trade and client receivables
(3,857
)
 
(960
)
 
(30,288
)
 
(8,620
)
Prepaid expenses and other assets
290

 
539

 
(701
)
 
(572
)
Accounts payable
7

 
210

 
(589
)
 
261

Accrued expenses and other liabilities
2,612

 
1,528

 
(430
)
 
17,333

Deferred revenue
239

 
7

 
408

 
98

Net cash provided by (used in) operating activities
1,569

 
5,403

 
(27,826
)
 
10,403

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchases of marketable securities
(14,854
)
 
—

 
(86,567
)
 
—

Sale of marketable securities
24,800

 
—

 
24,800

 
—

Decrease (increase) in restricted cash
(100
)
 
1

 
150

 
(100
)
Purchases of property and equipment
(3,831
)
 
(835
)
 
(7,435
)
 
(1,297
)
Internal-use software and platform development costs
(972
)
 
(1,319
)
 
(2,182
)
 
(1,945
)
Net cash provided by (used in) investing activities
5,043

 
(2,153
)
 
(71,234
)
 
(3,342
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Changes in funds held in escrow, including funds in transit
1,783

 
40

 
(20,116
)
 
5,694

Changes in escrow funds payable
(1,783
)
 
(40
)
 
20,116

 
(5,694
)
Proceeds from exercises of stock options and common stock warrants
9,576

 
3,053

 
10,340

 
4,271

Proceeds from borrowings on debt
25,000

 
—

 
50,000

 
—

Repayment of debt
(26,893
)
 
—

 
(26,893
)
 
—

Proceeds from employee stock purchase plan
3,577

 
—

 
3,577

 
—

Payments of costs related to the initial public offering
—

 
(1,433
)
 
—

 
(1,596
)
Net cash provided by financing activities
11,260

 
1,620

 
37,024

 
2,675

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
17,872

 
4,870

 
(62,036
)
 
9,736

Cash and cash equivalents, beginning of period
49,220

 
26,461

 
129,128

 
21,595

Cash and cash equivalents, end of period
$
67,092

 
$
31,331

 
$
67,092

 
$
31,331






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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Cost of revenue
$
21,588

 
$
20,457

 
$
1,131

 
6
%
 
$
42,713

 
$
40,074

 
$
2,639

 
7
%
Components of cost of revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of freelancer services to deliver managed services
6,635

 
6,056

 
579

 
10
%
 
13,398

 
12,052

 
1,346

 
11
%
Other components of cost of revenue
14,953

 
14,401

 
552

 
4
%
 
29,315

 
28,022

 
1,293

 
5
%
Total gross margin
71
%
 
67
%
 
 
 
 
 
70
%
 
67
%
 
 
 
 





UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and per share data)
(Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
GAAP Net Loss
$
(2,027
)
 
$
(412
)
 
$
(6,755
)
 
$
(7,196
)
Add back (deduct):
 
 
 
 
 
 
 
Stock-based compensation expense
2,631

 
1,793

 
6,926

 
3,681

Depreciation and amortization
1,295

 
1,191

 
2,827

 
2,255

Interest expense
357

 
556

 
730

 
1,085

Other (income) expense, net
(832
)
 
173

 
(1,311
)
 
422

Income tax provision
27

 
12

 
28

 
9

Change in fair value of Tides Foundation common stock warrant
125

 
—

 
377

 
—

Non-GAAP Adjusted EBITDA
$
1,576

 
$
3,313

 
$
2,822

 
$
256

 
 
 
 
 
 
 
 
Cost of Revenue Reconciliation:
 
 
 
 
 
 
 
Cost of revenue, GAAP
$
21,588

 
$
20,457

 
$
42,713

 
$
40,074

Stock-based compensation
(73
)
 
(53
)
 
(217
)
 
(105
)
Cost of revenue, Non-GAAP
$
21,515

 
$
20,404

 
$
42,496

 
$
39,969

% of revenue, Non-GAAP
29
%
 
33
%
 
30
%
 
33
 %
 
 
 
 
 
 
 
 
Gross Profit and Gross Margin Reconciliation:
 
 
 
 
 
 
 
Gross profit, GAAP
$
52,668

 
$
42,224

 
$
100,467

 
$
81,825

Stock-based compensation
73

 
53

 
217

 
105

Gross margin, Non-GAAP
$
52,741

 
$
42,277

 
$
100,684

 
$
81,930

% of revenue, Non-GAAP
71
%
 
67
%
 
70
%
 
67
 %
 
 
 
 
 
 
 
 
Operating Expenses Reconciliation:
 
 
 
 
 
 
 
Research and development, GAAP
$
15,696

 
$
12,812

 
$
31,496

 
$
26,303

Stock-based compensation
(1,686
)
 
(538
)
 
(3,066
)
 
(1,088
)
Research and development, Non-GAAP
$
14,010

 
$
12,274

 
$
28,430

 
$
25,215

% of revenue, Non-GAAP
19
%
 
20
%
 
20
%
 
21
 %
 
 
 
 
 
 
 
 
Sales and marketing, GAAP
$
24,479

 
$
16,414

 
$
44,997

 
$
36,087

Stock-based compensation
(583
)
 
(331
)
 
(1,225
)
 
(671
)
Sales and marketing, Non-GAAP
$
23,896

 
$
16,083

 
$
43,772

 
$
35,416

% of revenue, Non-GAAP
32
%
 
26
%
 
31
%
 
29
 %
 
 
 
 
 
 
 
 
General and administrative, GAAP
$
14,113

 
$
11,219

 
$
29,790

 
$
22,395

Stock-based compensation
(289
)
 
(871
)
 
(2,418
)
 
(1,817
)
Amortization of intangible assets
(667
)
 
(667
)
 
(1,334
)
 
(1,334
)
Change in fair value of Tides Foundation common stock warrant
(125
)
 
—

 
(377
)
 
—

General and administrative, Non-GAAP
$
13,032

 
$
9,681

 
$
25,661

 
$
19,244

% of revenue, Non-GAAP
18
%
 
15
%
 
18
%
 
16
 %
 
 
 
 
 
 
 
 
Income (Loss) from Operations Reconciliation:
 
 
 
 
 
 
 
Income (loss) from operations, GAAP
$
(2,475
)
 
$
329

 
$
(7,308
)
 
$
(5,680
)
Stock-based compensation
2,631

 
1,793

 
6,926

 
3,681

Amortization of intangible assets
667

 
667

 
1,334

 
1,334

Change in fair value of Tides Foundation common stock warrant
125

 
—

 
377

 
—

Income (loss) from operations, Non-GAAP
$
948

 
$
2,789

 
$
1,329

 
$
(665
)
% of revenue, Non-GAAP
1
%
 
4
%
 
1
%
 
-1
 %
 
 
 
 
 
 
 
 
Net Loss Reconciliation:
 
 
 
 
 
 
 
Net loss, GAAP
$
(2,027
)
 
$
(412
)
 
$
(6,755
)
 
$
(7,196
)
Stock-based compensation
2,631

 
1,793

 
6,926

 
3,681

Amortization of intangible assets
667

 
667

 
1,334

 
1,334

Change in fair value of Tides Foundation common stock warrant
125

 
—

 
377

 
—

Change in fair value of redeemable convertible preferred stock warrant liability
—

 
41

 
—

 
359

Net income (loss), Non-GAAP
$
1,396

 
$
2,089

 
$
1,882

 
$
(1,822
)
% of revenue, Non-GAAP
2
%
 
3
%
 
1
%
 
-1
 %
 
 
 
 
 
 
 
 
Net Loss per Share Reconciliation:
 
 
 
 
 
 
 
Weighted-average shares outstanding
108,683

 
35,105

 
107,665

 
34,651

Net loss per share, GAAP
$
(0.02
)
 
$
(0.01
)
 
$
(0.06
)
 
$
(0.21
)
Net income (loss) per share, Non-GAAP
$
0.01

 
$
0.06

 
$
0.02

 
$
(0.05
)