SEC Comment Letter 0000000000-24-006879 to UPWORK, INC (UPWK) (CIK 0001627475) (UPWK)
UPWORK, INC (UPWK) (CIK 0001627475)
Date: June 14, 2024 · CIK: 0001627475 · Accession: 0000000000-24-006879
AI Filing Summary & Sentiment
File numbers found in text: 001-38678
Letter
United States securities and exchange commission logo June 14, 2024 Erica Gessert Chief Financial Officer Upwork Inc. 475 Brannan Street, Suite 430 San Francisco, CA 94107 Re:Upwork Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished February 14, 2024 File No. 001-38678 Dear Erica Gessert: We have limited our review of your filings to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K Furnished February 14, 2024 Exhibit 99.1, page 15 1.Please tell us what the adjusted free cash flow measure is intended to convey about your liquidity and how it is useful to investors. We note it includes an “adjustment for timing differences”, which you disclose adjusts for the timing of your invoicing and cash collection from Marketplace clients. Please explain, in greater detail, the nature and purpose of this adjustment. In this regard, you indicate on page 54 in the Form 10-K for the year ended December 31, 2023, that you expect your cash flows from operating activities to be impacted when a quarter ends on a Sunday due to the timing of talent billings and the collections from clients. Tell us if this is the reason for the “adjustment for timing differences” and if so, explain how these billings and collections impact cash provided by operating activities. As part of your response, explain the cash inflows and outflows of the talent billings, client collections and funding the escrow from operating cash, indicating the respective cash flow statement line items impacted.
FirstName LastNameErica Gessert Comapany NameUpwork Inc. June 14, 2024 Page 2 FirstName LastName Erica Gessert Upwork Inc. June 14, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Chen Chen at 202-551-7351 or Melissa Kindelan at 202-551-3564 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Brian Levey
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United States securities and exchange commission logo
June 14, 2024
Erica Gessert
Chief Financial Officer
Upwork Inc.
475 Brannan Street, Suite 430
San Francisco, CA 94107
Re:Upwork Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 8-K furnished February 14, 2024
File No. 001-38678
Dear Erica Gessert:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K Furnished February 14, 2024
Exhibit 99.1, page 15
1.Please tell us what the adjusted free cash flow measure is intended to convey about your
liquidity and how it is useful to investors. We note it includes an “adjustment for timing
differences”, which you disclose adjusts for the timing of your invoicing and cash
collection from Marketplace clients. Please explain, in greater detail, the nature and
purpose of this adjustment. In this regard, you indicate on page 54 in the Form 10-K for
the year ended December 31, 2023, that you expect your cash flows from operating
activities to be impacted when a quarter ends on a Sunday due to the timing of talent
billings and the collections from clients. Tell us if this is the reason for the “adjustment for
timing differences” and if so, explain how these billings and collections impact cash
provided by operating activities. As part of your response, explain the cash inflows and
outflows of the talent billings, client collections and funding the escrow from operating
cash, indicating the respective cash flow statement line items impacted.
FirstName LastNameErica Gessert
Comapany NameUpwork Inc.
June 14, 2024 Page 2
FirstName LastName
Erica Gessert
Upwork Inc.
June 14, 2024
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Chen Chen at 202-551-7351 or Melissa Kindelan at 202-551-3564 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Brian Levey