UPWORK INC
For the period ended Mar 31, 2025. Filed May 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-06.
0001627475-24-000043
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-05.
0001627475-25-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 123 previous paragraphs and 127 current paragraphs.
67 unchanged; 32 reworded; 21 added; 22 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Over the past several years, we have implemented a number of strategic initiatives intended to drive long-term growth, enhance monetization, and improve operational efficiency. These initiatives include (i) increasing the number of Connects (which are virtual tokens that are required for talent to bid on projects and purchase ads products on our work marketplace) needed by talent to bid on projects, (ii) expanding our ads and monetization products on the work marketplace, (iii) executing operational efficiency initiatives aimed at improving profitability, (iv) retiring the tiered service fee structure for talent working with clients on our Marketplace offering in favor of a flat fee, (v) implementing a new Enterprise strategy, including expanded offerings to serve broader client segments, and (vi) continuing to invest in generative AI capabilities and premium offerings.
Current report
While evolving macroeconomic conditions and broader economic headwinds continue to weigh on customer demand and spending behavior, these strategic initiatives contributed to Marketplace take rate expansion and revenue growth in the three months ended March 31, 2025. Marketplace revenue slightly increased by 1% to $166.3 million for the three months ended March 31, 2025, compared to $164.3 million in the same period in 2024. Marketplace take rate increased to 18.3% for the three months ended March 31, 2025, compared to 17.7% in the same period in 2024, reflecting the growing contributions from ads and monetization products. We expect Marketplace take rate to remain relatively constant throughout the remainder of 2025.
Current report
(1)During the three months ended March 31, 2025 and 2024, we incurred $0.2 million of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018.
Current report
Marketplace Revenue. Marketplace revenue is primarily generated from talent service fees, and to a lesser extent, client marketplace fees. We maintain a flat talent service fee of 10% for talent working with clients on our Marketplace offerings. Revenue for a majority of our talent service fees is recognized on the Sunday of each week, as this is the day we have the contractual right to bill talent for the service fees. We charge a client marketplace fee of 5% on each transaction—or 3% if paid via ACH for eligible clients.
Current report
Other Income (Expense), Net
Current report
Income tax provision consists primarily of U.S. federal and state income taxes. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.
Current report
For the three months ended March 31, 2025, total revenue was $192.7 million, representing an increase of $1.8 million, or 1%, compared to the same period in 2024.
Current report
Marketplace revenue increased by $2.0 million, or 1%, compared to the same period in 2024, primarily driven by higher revenue from ads and monetization products. This increase was partially offset by a decrease in talent service fees, attributable to lower recognition of deferred revenue, resulting from our 2023 transition from a tiered service fee structure to a flat fee model. We expect Marketplace revenue to decline for the remainder of 2025 compared to the same periods in 2024, reflecting the anticipated impact of broader macroeconomic conditions.
Current report
For the three months ended March 31, 2025, Enterprise revenue decreased by 1% compared to the same period in 2024. During the first quarter of 2025, we focused on supporting existing Enterprise clients, which contributed to stable active account trends despite a challenging macro environment, and improving year-over-year trends in spend per active enterprise client. As we continue refining our Enterprise strategy, we expect Enterprise revenue to decline for the remainder of the year compared to the same periods in 2024.
Current report
For the three months ended March 31, 2025, cost of revenue decreased by $2.4 million, or 5%, compared to the same period in 2024. This decrease was primarily driven by a $1.9 million reduction in data center and customer support costs and a $1.1 million decrease in costs associated with our Upwork Professional offering, reflecting ongoing hosting optimization efforts and workforce reductions, as well as a $0.4 million reduction in payment processing fees. These decreases were partially offset by a $0.5 million increase in the cost of talent services to deliver Managed Services revenue and $0.6 million in amortization expense related to internal-use software and platform development costs.
Current report
For the three months ended March 31, 2025, gross margin increased to 78% compared to 77% in the same period in 2024, primarily due to lower cost of revenue driven by cost-optimization efforts implemented in prior year, including workforce reductions and other cost-saving measures.
Current report
For the three months ended March 31, 2025, research and development expense decreased by $6.8 million, or 13%, compared to the same period in 2024. The decrease was primarily driven by a $4.5 million reduction in personnel-related costs, attributable to workforce reduction and other cost-saving measures implemented in 2024, as well as $2.2 million in incremental internal-use software and platform development costs that we capitalized during the three months ended March 31, 2025. These costs were partially offset by a $0.9 million increase in amortization of intangible assets compared to the same period in 2024.
Current report
For the three months ended March 31, 2025, sales and marketing expense decreased by $12.1 million, or 25%, compared to the same period in 2024. The decrease was primarily due to cost-optimization efforts implemented in the prior year, including the realignment and streamlining of our sales and marketing workforce. As a result, personnel-related costs decreased by $9.4 million and marketing and advertising expense decreased by $1.9 million compared to the same period in 2024.
Current report
We expect sales and marketing expense to continue to decrease throughout the remainder of 2025 compared to 2024, primarily due to the ongoing impact of workforce-related changes and other cost-saving initiatives implemented in 2024.
Current report
While general and administrative expenses are expected to increase modestly in the second and third quarters of 2025, primarily due to the timing of certain operational initiatives, we expect fourth quarter and full-year general and administrative expenses to be lower compared to 2024.
Current report
For the three months ended March 31, 2025, provision for transaction losses increased by $1.3 million, compared to the same period in 2024. The provision for the three months ended March 31, 2024, was lower primarily due to better than expected collections during that period. We expect provisions for transaction losses to return to normalized levels of between 1% to 2% of revenue for the remainder of 2025.
Current report
For the three months ended March 31, 2025, our income tax provision increased by $5.9 million, compared to the same period in 2024. Our effective tax rate was 16.2% for the three months ended March 31, 2025, compared to 6.7% for the same period in 2024. The increase in our effective tax rate was primarily driven by the absence of a valuation allowance in the current period, whereas the prior-year rate reflected a lower tax expense due to the impact of a valuation allowance on our U.S. deferred tax assets.
Current report
Our income tax provision for the three months ended March 31, 2025, was primarily driven by income in the United States and non-deductible compensation, offset by the generation of research and development tax credits and the benefit from the Foreign-Derived Intangible Income deduction.
Current report
Notes
Current report
Operating Leases for Office Space
Current report
Share Repurchase Program
Removed paragraphs (22)
Previous report
Over the past several quarters, we implemented a number of initiatives that positively impacted Marketplace revenue and Marketplace take rate, including (i) retiring the tiered service fee structure for talent working with clients on our Marketplace offering in favor of a flat fee, (ii) increasing the number of virtual tokens, which we refer to as Connects, needed by talent to bid on projects, (iii) deploying ads products on our work marketplace, and (iv) introducing new features, with a focus on machine learning and generative artificial intelligence. These initiatives, along with others, contributed to an increase in Marketplace revenue of $17.7 million, or 12%, and $69.8 million, or 16%, for the three and nine months ended September 30, 2024, as compared to the same periods in 2023, respectively. Marketplace take rate also benefited from these initiatives, increasing to 18.3% and 18.0% for the three and nine months ended September 30, 2024, respectively, as compared to 15.8% and 15.2% in the same periods in 2023, respectively.
Previous report
Recent Developments
Previous report
On October 23, 2024, we announced a restructuring plan, which we refer to as the Restructuring Plan, intended to continue our profitable trajectory, increase efficiency, and accelerate innovation for our customers. The Restructuring Plan includes a reduction of our total workforce by 21% and we estimate that we will incur approximately $17 million to $22 million in pre-tax restructuring charges in connection with the Restructuring Plan. We expect most of these charges to be cash expenditures and to recognize substantially all of these charges in the fourth quarter of 2024. All applicable restructuring charges will be excluded from adjusted EBITDA.
Previous report
(1) To conform to the current period presentation as of September 30, 2024, we no longer report revenue from our Enterprise Solutions offering in Marketplace revenue and Marketplace take rate. See “—Marketplace Revenue” below for additional information.
Previous report
Our Marketplace revenue is primarily generated from the service fees paid by talent as a percentage of the total amount talent charges clients for services accessed on our Marketplace offering. Therefore, Marketplace revenue is correlated to GSV, and we believe that our Marketplace revenue will grow as GSV grows, although they could grow at different rates. For a discussion of how we measure and evaluate the correlation between Marketplace revenue and Marketplace GSV, see “—Marketplace Take Rate” below.
Previous report
(1)During the nine months ended September 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 we refer to as the Notes, which gain is included in other income, net in the condensed consolidated statement of operations and comprehensive income.
Previous report
(2)During the three and nine months ended September 30, 2024 and 2023, we incurred $0.2 million and $0.6 million, respectively, of expense related to our Tides Foundation warrant.
Previous report
We account for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. We currently maintain a full valuation allowance on all deferred tax assets, including net operating loss carryforwards and certain domestic tax credits. We regularly evaluate the need for a valuation allowance based on all available positive and negative evidence. Given our recent current and anticipated future earnings, some portion of our U.S. valuation allowance may be released in the near future.
Previous report
(1)To conform to the current period presentation as of September 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 in Marketplace revenue.
Previous report
(1)To conform to the current period presentation as of September 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 in Marketplace revenue.
Previous report
For the three and nine months ended September 30, 2024, Marketplace revenue increased, as compared to the same periods in 2023, largely due to a number of initiatives that we implemented over the past several quarters, including modifying existing offerings and other services and features. Specifically, we retired the tiered service fee structure for talent working with clients on our Marketplace offering—ranging from 5% to 20%—in favor of a flat fee of 10%, increased the number of Connects needed by talent to bid on projects, deployed ads products on our work marketplace, and introduced a contract initiation fee for clients on our Marketplace offering. These factors also drove Marketplace revenue to grow at a faster rate than GSV from our Marketplace offerings, which caused Marketplace take rate to increase to 18.3% and 18.0% during the three and nine months ended September 30, 2024, respectively, as compared to 15.8% and 15.2% in the same periods in 2023, respectively.
Previous report
For the three and nine months ended September 30, 2024, Enterprise revenue increased, as compared to the same periods in 2023, primarily due to increased revenue from our Managed Services offering, driven by new spend from existing clients.
Previous report
For the three months ended September 30, 2024, cost of revenue remained flat, as compared to the same period in 2023. For the nine months ended September 30, 2024, cost of revenue increased, as compared to the same period in 2023, primarily due to increases in the cost of talent services to deliver Managed Services revenue of $4.4 million and amortization expense related to internal-use software and platform development costs of $4.3 million, offset by a reduction in payment processing fees of $1.8 million. For the three and nine months ended September 30, 2024, gross margin increased to 78% and
Previous report
77%, respectively, as compared to 75% in the same periods in 2023, primarily driven by the increase in Marketplace revenue.
Previous report
For the three and nine months ended September 30, 2024, research and development expense increased, as compared to the same periods in 2023, primarily due to investments we made to increase the size of our research and development workforce that resulted in increases in personnel-related costs of $6.4 million and $20.4 million, respectively. Additionally, for the nine months ended September 30, 2024, costs related to software and intangible amortization increased $1.4 million and $1.2 million, respectively, compared to the same period in 2023.
Previous report
For the three and nine months ended September 30, 2024, sales and marketing expense decreased, as compared to the same periods in 2023, due to a number of cost-saving measures that we implemented in the second quarter of 2023, including reducing our investments in brand marketing and vendor spend, as well as implementing a reduction of our workforce and slowing our Enterprise sales hiring pace. As a result, during the three and nine months ended September 30, 2024, we experienced reductions in marketing and advertising expense of $1.1 million and $24.6 million, respectively, as compared to the prior year periods. Additionally, for the nine months ended September 30, 2024, personnel-related costs decreased $4.4 million, as compared to the same period in 2023.
Previous report
Total sales and marketing expense, including charges incurred as a result of the Restructuring Plan, is expected to decrease in the fourth quarter of 2024, as compared to the same period in 2023.
Previous report
Total general and administrative expense, including charges incurred as a result of the Restructuring Plan, is expected to increase in the fourth quarter of 2024, as compared to the same period in 2023. Excluding the Restructuring Plan charges, general and administrative expense in the fourth quarter of 2024 is expected to remain consistent as compared to the same period in 2023.
Previous report
We maintain trust and safety measures designed to mitigate bad debt losses, instances of fraud, and chargeback losses. For the three months ended September 30, 2024, provision for transaction losses increased slightly, as compared to the same period in 2023. For the nine months ended September 30, 2024, provision for transaction losses decreased, as compared to the same period in 2023. This reduction was the result of improved internal review processes, which decreased bad debt losses, instances of fraud and chargeback losses.
Previous report
Other Income, Net
Previous report
For the three and nine months ended September 30, 2024, income tax provision increased, as compared to the same periods in 2023.
Previous report
For the nine months ended September 30, 2023, net cash used in financing activities was $150.3 million, which was driven by $171.3 million that we paid to consummate the repurchase of a portion of the Notes, including related fees to effect the repurchases, partially offset by an increase in escrow funds payable of $16.5 million, proceeds received from our employee stock purchase plan of $2.6 million, and cash received from stock option exercises of $1.9 million.
Reworded paragraphs (32)
Previous wording
Independent talent is an increasingly sought-after, critical, and expanding segment of the global workforce. We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by gross services volume, which we refer to as GSV. GSV represents the total amount that clients spend on our offerings as well as additional fees we charge to talent and clients for other services. We define talent as customers that advertise and provide services to clients through our work marketplace, and we define clients as customers that seek and work with talent through our work marketplace. Talent includes independent professionals and agencies of varying sizes. Clients on our work marketplace range in size, from independent professionals and small businesses to Fortune 100 companies.
Current wording
Independent talent is an increasingly sought-after, critical, and expanding segment of the global workforce. We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by gross services volume, which we refer to as GSV. GSV represents the total amount that clients spend on our offerings as well as additional fees we charge to talent and clients for other services. We define talent as customers that advertise and provide services to clients through our work marketplace, and we define clients as customers that seek and work with talent through our work marketplace. Talent includes independent professionals and agencies of varying sizes. Clients on our work marketplace range in size, from independent professionals and small businesses to Fortune 100 companies. We refer to talent and clients together as customers.
Previous wording
During the three months ended September 30, 2024, we generated net income of $27.8 million and adjusted EBITDA of $43.2 million, as compared to net income of $16.3 million and adjusted EBITDA of $31.2 million during the same period in 2023. During the nine months ended September 30, 2024, we generated net income of $68.4 million and adjusted EBITDA of $117.4 million, as compared to net income of $29.5 million and adjusted EBITDA of $42.7 million during the same period in 2023. These improvements were primarily a result of cost-saving measures we implemented in 2023, including reducing our investments in brand marketing and vendor spend. We expect these measures will continue to positively impact net income and adjusted EBITDA in the fourth quarter of 2024, as compared to 2023. Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with generally accepted accounting principles in the United States, which we refer to as U.S. GAAP. See “Key Financial and Operational Metrics—Non-GAAP Financial Measures” below for a definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.
Current wording
During the three months ended March 31, 2025, we generated net income of $37.7 million and adjusted EBITDA of $56.0 million, compared to net income of $18.4 million and adjusted EBITDA of $33.3 million during the same period in 2024. These changes are primarily due to the cost-saving measures implemented in recent years, including reduced investments in brand marketing and vendor spend. We expect these cost-saving measures will continue to positively impact net income and adjusted EBITDA throughout the remainder of 2025, as compared to 2024.
Previous wording
We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. As of and for the three and nine months ended September 30, 2024 and 2023, our key financial and operating metrics were as follows:
Current wording
We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. As of and for the three months ended March 31, 2025 and 2024, our key financial and operating metrics were as follows:
Previous wording
For a discussion of limitations in the measurement of our key financial and operational metrics, see “Risk Factors—We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics may not accurately reflect certain details of our business, are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business” in Part II, Item 1A of this Quarterly Report.
Current wording
We believe these key financial and operational metrics are useful to evaluate period-over-period comparisons of our business and in understanding our operating results, and management uses these metrics to track our performance. We expect our key metrics may fluctuate between periods due to a number of factors, including changing macroeconomic conditions; the number of Sundays (i.e., the day we have the contractual right to bill and recognize revenue for the majority of our talent service fees each week) in any given period; the lapping of significant launches of new products, pricing changes, and other monetization efforts; and ongoing efforts to improve processes on our work marketplace, including project proposals and purchases of Connects, among others. For a discussion of limitations in the measurement of our key financial and operational metrics, see “Risk Factors—We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics may not accurately reflect certain details of our business, are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business” in Part II, Item 1A of this Quarterly Report.
Previous wording
Solutions (previously referred to as Upwork Enterprise) and Managed Services. We generate Marketplace revenue from both talent and clients. Marketplace revenue is primarily generated from talent service fees, and to a lesser extent, client marketplace fees. We also generate Marketplace revenue from fees for premium offerings, such as our Upwork Payroll offering, as well as purchases of Connects, talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S. dollar. To conform to the current period presentation as of September 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 in Marketplace revenue.
Current wording
Marketplace revenue is the primary driver of our business, and we believe it provides comparability to other online marketplaces. Marketplace revenue represents the majority of our revenue and is derived from our Marketplace offerings, which include all offerings other than our Enterprise offerings—Enterprise Solutions and Managed Services. We generate Marketplace revenue from both talent and clients. Marketplace revenue is primarily generated from talent service fees paid by talent as a percentage of the total amount talent charges clients for services accessed on our Marketplace, and to a lesser extent, client marketplace fees. We also generate Marketplace revenue through ads and monetization products, including purchases of Connects, talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S. dollar. Additionally, we earn interest on funds held on behalf of customers, which is included in Marketplace revenue.
Previous wording
Marketplace take rate measures the correlation between Marketplace revenue and Marketplace GSV and is calculated by dividing Marketplace revenue by Marketplace GSV. We define Marketplace GSV as GSV derived from our Marketplace offerings. Marketplace take rate is an important metric because it is the key indicator of how well we monetize spend on our work marketplace from our Marketplace offerings. To conform to the current period presentation as of September 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 in Marketplace revenue.
Current wording
Marketplace take rate measures the correlation between Marketplace revenue and Marketplace GSV and is calculated by dividing Marketplace revenue by Marketplace GSV. We define Marketplace GSV as GSV derived from our Marketplace offerings. Marketplace take rate is an important metric because it is the key indicator of how well we monetize spend on our work marketplace from our Marketplace offerings.
Previous wording
Because of these and other limitations, you should consider adjusted EBITDA along with other financial performance measures, including net income and our other financial results prepared in accordance with U.S. GAAP.
Current wording
Because of these and other limitations, you should consider adjusted EBITDA along with net income and our other financial performance measures prepared in accordance with U.S. GAAP.
Previous wording
Our Enterprise Solutions offering includes access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offering includes all client fees, subscriptions, and talent service fees.
Current wording
Our Enterprise Solutions offering includes access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offering includes all client fees, subscriptions, and talent service fees. For our Enterprise Solutions offering, we charge clients a monthly or annual subscription fee and a service fee calculated as a percentage of the client’s spend on talent services, in addition to a 10% service fee paid by talent. Additionally, clients of our Enterprise Solutions offering can also subscribe to a compliance service that includes worker classification services for an additional fee and may also choose to use our work marketplace to engage talent that were not originally sourced through our work marketplace for a lower fee percentage.
Previous wording
General and Administrative. General and administrative expense consists primarily of personnel-related costs for our executive, finance, legal, human resources, and operations functions; outside consulting, legal, and accounting services; impairment expense; and insurance.
Current wording
General and Administrative. General and administrative expense consists primarily of personnel-related costs for our executive, finance, legal, human resources, and operations functions; outside consulting, legal, and accounting services; and insurance.
Previous wording
Other income, net consists primarily of interest income that we earn from our operating investments, namely our deposits in money market funds and investments in marketable securities, interest expense on our outstanding borrowings, as well as gains and losses from foreign currency exchange transactions.
Current wording
Other income (expense), net consists primarily of interest income that we earn from our operating investments, namely our deposits in money market funds and investments in marketable securities, interest expense on our outstanding borrowings, as well as gains and losses from foreign currency exchange transactions.
Previous wording
(2) Includes stock-based compensation expense as follows:
Current wording
(1)Includes stock-based compensation expense as follows:
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023
Current wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Previous wording
During the three and nine months ended September 30, 2024, macroeconomic conditions adversely impacted GSV, which declined 3.1% and 1.8%, as compared to the same periods in 2023, respectively. The number of active clients increased 2% as of September 30, 2024, as compared to September 30, 2023, driven by improvements in both acquisition of new clients and retention of existing clients. As a result of the increase in active clients while GSV declined, our GSV per active client decreased 3% as of September 30, 2024, as compared to September 30, 2023. We expect no material improvement to macroeconomic conditions in the fourth quarter of 2024.
Current wording
During the three months ended March 31, 2025, macroeconomic conditions adversely impacted GSV, which declined 2%, compared to the same period in 2024. The number of active clients decreased 7% as of March 31, 2025, compared to March 31, 2024, driven by slower growth in acquisition of new clients. GSV per active client increased 3% as of March 31, 2025, compared to March 31, 2024. We expect no material improvement to macroeconomic conditions throughout the remainder of 2025.
Previous wording
We expect cost of revenue to increase in future periods as we continue to support growth on our work marketplace. Amounts paid to talent in connection with our Managed Services offering are tied to the volume of managed services used by our clients. The level and timing of these items could fluctuate and affect our cost of revenue in the future. We expect the pricing changes that we have made over the past several quarters will positively impact gross margin in 2024, as compared to 2023.
Current wording
We expect cost of revenue to decrease in absolute dollars in future periods, reflecting both the impact of cost optimization efforts and an expected decrease in revenue on our work marketplace. Amounts paid to talent in connection with our Managed Services offering are tied to the volume of managed services used by our clients. The level and timing of these items could fluctuate and affect our cost of revenue in the future. We expect gross margin to remain consistent throughout the remainder of 2025, compared to 2024.
Previous wording
We remain committed to ongoing innovation to further enhance our platform, including improving the quality of our offerings and building new features, with a focus on machine learning and generative artificial intelligence. Total research and development expense is expected to increase in the fourth quarter of 2024 due to charges incurred as a result of the Restructuring Plan. Excluding the Restructuring Plan charges, research and development expense is expected to grow at a slower pace in the fourth quarter of 2024 as compared to the same period in 2023.
Current wording
While we remain committed to ongoing innovation to further enhance our platform, building new features, with a focus on generative AI, we expect total research and development expenses to decrease throughout the remainder of 2025, compared to 2024.
Previous wording
For the three and nine months ended September 30, 2024, general and administrative expense increased primarily due to increases in personnel-related costs of $2.6 million and $4.6 million, respectively, as compared to the same periods in 2023.
Current wording
For the three months ended March 31, 2025, general and administrative expense decreased by $4.0 million, or 12%, compared to the same period in 2024. The decrease was primarily driven by a $2.6 million reduction in personnel-related costs, largely due to lower stock-based compensation expense.
Previous wording
For the three months ended September 30, 2024, other income, net increased, as compared to the same period in 2023, due to increases in interest income earned on marketable securities. For the nine months ended September 30, 2024, other income, net decreased, as compared to the same period in 2023, due to a gain of $38.9 million on the early extinguishment of a portion of the Notes that we recognized during the three months ended March 31, 2023, partially offset by increases in interest income earned on marketable securities.
Current wording
For the three months ended March 31, 2025, other income, net decreased, compared to the same period in 2024, due to decreases in interest income earned on marketable securities.
Previous wording
Our principal sources of liquidity are our cash and cash equivalents and marketable securities. Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe, and we do not make investments for trading or speculative purposes. As of September 30, 2024 and December 31, 2023, we had $288.5 million and $79.6 million in cash and cash equivalents, respectively. As of September 30, 2024 and December 31, 2023, we had $312.7 million and $470.5 million in marketable securities, respectively.
Current wording
Our principal sources of liquidity are our cash and cash equivalents and marketable securities. Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe, and we do not make investments for trading or speculative purposes. As of March 31, 2025 and December 31, 2024, we had $304.4 million and $305.8 million in cash and cash equivalents, respectively. As of March 31, 2025 and December 31, 2024, we had $317.6 million and $316.3 million in marketable securities, respectively.
Previous wording
We believe our existing cash and cash equivalents, marketable securities, and cash flow from operations (in periods in which we generate cash flow from operations) will be sufficient for at least the next 12 months to meet our requirements and plans for cash, including meeting our working capital requirements and capital expenditure requirements. In the long term, our ability to support our working capital and capital expenditure requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the cost to host our work marketplace, the introduction of new offerings and services, the continuing market adoption of our work marketplace, any acquisitions or investments that we make in complementary businesses, products, and technologies, macroeconomic conditions, any repurchases of shares of our outstanding common stock or of our outstanding Notes, and our ability to obtain equity or debt financing.
Current wording
We believe our existing cash and cash equivalents, marketable securities, and cash flow from operations (in periods in which we generate cash flow from operations) will be sufficient for at least the next 12 months to meet our requirements and plans for cash, including meeting our working capital requirements and capital expenditure requirements. In the long term, our ability to support our working capital and capital expenditure requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the cost to host our work marketplace, the introduction of new offerings and services, the continuing market adoption of our work marketplace, any acquisitions or investments that we make in complementary businesses, products, and technologies, macroeconomic conditions, any repurchases of shares of our outstanding common stock or our 0.25% convertible senior notes due 2026, which we refer to as the Notes, and our ability to obtain equity or debt financing.
Previous wording
Our principal commitments consist of the Notes, future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancellable operating leases for office space. Assuming the outstanding Notes are not converted into our common stock, repurchased, or redeemed prior to maturity, (i) annual interest expense relating to the Notes will be $2.7 million in each fiscal year through 2025 and $1.8 million in 2026 and (ii) principal in the amount of $361.0 million will be payable upon the maturity of the Notes on August 15, 2026. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026.” In July 2024, we commenced a non-cancellable agreement for cloud infrastructure and other services that contains future purchase commitments of $40.0 million over two years, with $20.0 million in each year. As of September 30, 2024, we had remaining purchase commitments under this agreement of $37.8 million. There were no material changes to our commitments under our lease agreements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
Our principal commitments consist of the Notes, future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancellable operating leases for office space.
Previous wording
During the periods presented, we did not have, and we do not currently have, any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.
Current wording
During the periods presented, we did not have, nor do we currently have, any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.
Previous wording
In October 2024, our board of directors authorized a share repurchase program for the repurchase of up to $100.0 million of shares of our outstanding common stock, which we refer to as the 2024 Share Repurchase Authorization. Repurchases of our common stock under the 2024 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act), in privately negotiated transactions, or by other methods, at our discretion, and in accordance with applicable securities laws and other restrictions. The 2024 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The 2024 Share Repurchase Authorization does not obligate us to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions.
Current wording
In October 2024, our board of directors authorized a share repurchase purchase program for the repurchase of up to $100.0 million of shares of our outstanding common stock, which is referred to as the 2024 Share Repurchase Authorization. Repurchases of our common stock under the 2024 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act of 1934, as amended, which we refer to as the Exchange Act), in privately negotiated transactions, or by other methods, at our discretion, and in accordance with applicable securities laws and other restrictions. The 2024 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The 2024 Share Repurchase Authorization does not obligate us to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions.
Previous wording
During the nine months ended September 30, 2024, we repurchased and subsequently retired 8.1 million shares of common stock under the 2023 Share Repurchase Authorization for an aggregate amount of $100.0 million at an average price of $12.38 per share, including fees associated with the repurchases and excluding excise tax. For the three months ended September 30, 2024, we did not repurchase any shares under the 2023 Share Repurchase Authorization. As of September 30, 2024, we had no remaining balance available for repurchases under the 2023 Share Repurchase Authorization.
Current wording
During the three months ended March 31, 2025, we repurchased and subsequently retired 2.3 million shares of our common stock under the 2024 Share Repurchase Authorization for an aggregate amount of $33.1 million at an average price of $14.18 per share, including fees associated with the repurchases and excluding excise tax. As of March 31, 2025, we had $66.9 million available for repurchases under the 2024 Share Repurchase Authorization.
Previous wording
In November 2023, our board of directors authorized a share repurchase program for the repurchase of up to $100.0 million of shares of our outstanding common stock, which we refer to as the 2023 Share Repurchase Authorization.
Current wording
We previously repurchased $100.0 million of common stock pursuant to the share repurchase program authorized by our board of directors in November 2023, which is referred to as the 2023 Share Repurchase Authorization. The 2023 Share Repurchase Authorization was fully utilized as of December 31, 2024.
Previous wording
As a licensed internet escrow agent, we offer escrow services to customers of our work marketplace and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to grow as GSV grows and may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As a result, we expect our total cash and cash flows from operating activities to be impacted when a quarter ends on a Sunday. As of September 30, 2024 and December 31, 2023, funds held in escrow, including funds in transit, were $214.3 million and $212.4 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.
Current wording
As a licensed internet escrow agent, we offer escrow services to customers of our work marketplace and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to fluctuate based on marketplace activity and may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As of March 31, 2025 and December 31, 2024, funds held in escrow, including funds in transit, were $215.9 million and $195.7 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.
Previous wording
In connection with the issuance of the Notes, we entered into capped call transactions, which we refer to as Capped Calls. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price.
Current wording
In connection with the issuance of the Notes, we entered into capped call transactions, which we refer to as the Capped Calls. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price.
Previous wording
Our largest source of cash from operating activities is revenue generated from our work marketplace. Our primary uses of cash from operating activities are for personnel-related expenditures, marketing activities, including advertising, payment processing fees, amounts paid to talent to deliver services for clients under our Managed Services offering, and third-party hosting costs. In addition, because we are licensed as an internet escrow agent, our total cash and cash used in operating activities may be impacted by the timing of the end of our fiscal quarter as discussed in the section titled “—Liquidity and Capital Resources—Escrow Funding Requirements.”
Current wording
Our largest source of cash from operating activities is revenue generated from our work marketplace. Our primary uses of cash from operating activities are for personnel-related expenditures, payment processing fees, amounts paid to talent to deliver services for clients under our Managed Services offering, and third-party hosting costs.
Previous wording
For the nine months ended September 30, 2024, net cash provided by operating activities was $145.1 million, which resulted from net income of $68.4 million, non-cash adjustments of $62.7 million, and net cash inflows of $14.0 million from changes in operating assets and liabilities.
Current wording
For the three months ended March 31, 2025, net cash provided by operating activities was $37.0 million, which resulted from net income of $37.7 million, non-cash adjustments of $18.1 million, and net cash outflows of $18.9 million from changes in operating assets and liabilities.
Previous wording
For the nine months ended September 30, 2023, net cash provided in operating activities was $32.6 million, which resulted from net income of $29.5 million and non-cash adjustments of $24.5 million, offset by net cash outflows of $21.4 million from changes in operating assets and liabilities.
Current wording
For the three months ended March 31, 2024, net cash provided by operating activities was $14.8 million, which resulted from net income of $18.4 million and non-cash adjustments of $17.5 million, offset by net cash outflows of $21.1 million from changes in operating assets and liabilities.
Previous wording
For the nine months ended September 30, 2024, net cash provided by investing activities was $158.6 million, which was primarily a result of proceeds from maturities of marketable securities of $365.3 million and proceeds from the sale of marketable securities of $38.4 million, partially offset by investing $234.5 million in various marketable securities, $8.6 million of internal-use software and platform development costs that we paid during the period, and $2.0 million paid for purchases of property and equipment.
Current wording
For the three months ended March 31, 2025, net cash used in investing activities was $5.2 million, which was primarily a result of investing $50.7 million in various marketable securities, $3.7 million in internal-use software and platform development costs, and $2.5 million for purchases of property and equipment. These outflows were partially offset by $51.4 million in proceeds from maturities of marketable securities and $0.3 million in proceeds from the sale of marketable securities.
Previous wording
For the nine months ended September 30, 2023, net cash provided by investing activities was $151.7 million, which was primarily a result of proceeds from maturities of marketable securities of $451.0 million and proceeds from the sale of marketable securities of $159.6 million, including $143.7 million to enable the repurchase of a portion of the Notes, partially offset by investing $449.2 million in various marketable securities, as well as $9.2 million of internal-use software and platform development costs that we paid during the period.
Current wording
For the three months ended March 31, 2024, net cash provided by investing activities was $6.1 million, which was primarily a result of proceeds from maturities of marketable securities of $131.8 million and proceeds from the sale of marketable securities of $26.9 million, partially offset by investing $149.9 million in various marketable securities, as well as $2.5 million of internal-use software and platform development costs that we paid during the period.
Previous wording
For the nine months ended September 30, 2024, net cash used in financing activities was $93.2 million, which was driven by $100.0 million cash paid for repurchases under the 2023 Share Repurchase Authorization, partially offset by proceeds received from our employee stock purchase plan of $2.9 million, an increase in escrow funds payable of $1.9 million, and cash received from stock option exercises of $1.9 million.
Current wording
For the three months ended March 31, 2025, net cash used in financing activities was $13.1 million, which was driven by $33.1 million cash paid for repurchases under the 2024 Share Repurchase Authorization, partially offset by an increase in escrow funds payable of $19.3 million and cash received from stock option exercises of $0.7 million.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with generally accepted accounting principles in the United States, which we refer to as U.S. GAAP. See “Key Financial and Operational Metrics—Non-GAAP Financial Measures” below for a definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.
Current report — wording carried from elsewhere
We also generate revenue through ads and monetization products, including purchases of Connects, talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S. dollar. Additionally, we earn interest on funds held on behalf of customers.
Current report — wording carried from elsewhere
Assuming the outstanding Notes are not converted into our common stock, repurchased, or redeemed prior to maturity on August 15, 2026, (i) annual interest expense relating to the Notes will be $2.1 million for the remainder of fiscal year 2025 and $1.8 million in 2026 and (ii) principal in the amount of $361.0 million will be payable upon maturity. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026 and Capped Calls.”
Current report — wording carried from elsewhere
Future Purchase Commitments for Cloud Infrastructure
Current report — wording carried from elsewhere
In July 2024, we commenced a non-cancellable agreement for cloud infrastructure and other services that contains future purchase commitments of $40.0 million over two years, with $20.0 million in each year. As of March 31, 2025, we had remaining purchase commitments under this agreement of $23.7 million.
Current report — wording carried from elsewhere
There were no material changes to our commitments under our lease agreements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Current report — wording carried from elsewhere
For the three months ended March 31, 2024, net cash used in financing activities was $65.4 million, which was driven by $66.9 million cash paid for repurchases under the 2023 Share Repurchase Authorization, partially offset by an increase in escrow funds payable of $1.4 million.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Marketplace revenue is the primary driver of our business, and we believe it provides comparability to other online marketplaces. Marketplace revenue represents the majority of our revenue and is derived from our Marketplace offerings, which include all offerings other than our Enterprise offerings—Enterprise
Previous report — wording carried elsewhere
Marketplace Revenue. Marketplace revenue represents the majority of our revenue and is generated from our Marketplace offerings. Under these Marketplace offerings, we generate revenue from both talent and clients.