Correspondence 0001193125-24-181589 from UPWORK, INC (UPWK) (CIK 0001627475) (UPWK)
UPWORK, INC (UPWK) (CIK 0001627475)
Date: July 19, 2024 · CIK: 0001627475 · Accession: 0001193125-24-181589
AI Filing Summary & Sentiment
File numbers found in text: 001-38678
Referenced dates: July 1, 2024
Letter
July 19, 2024
VIA EDGAR AND ELECTRONIC TRANSMISSION
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Chen Chen, Staff Accountant
Melissa Kindelan, Senior Staff Accountant
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
Ladies and Gentlemen:
We are submitting this letter on behalf of Upwork Inc. (together with its wholly owned subsidiaries, the “Company”) in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on July 5, 2024 that relates to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-38678), filed with the Commission on February 15, 2024, the Company’s Current Report on Form 8-K dated February 14, 2024 (File No. 001-38678), furnished to the Commission on February 14, 2024, and the Company’s response letter dated July 1, 2024. The numbered paragraph below corresponds to the numbered comment in the Staff’s letter, and the Staff’s comment is presented in bold italics.
Form 8-K Furnished February 14, 2024
Exhibit 99.1, page 15
1. You indicate in response to prior comment 1 that the adjustment for timing differences in the adjusted free cash flow measure of $34.5 million is equal to the temporary cash outflow caused by timing differences between invoicing and payment processing and collection. You also indicate that substantially all of the amount was collected by the company within the first week of January 2024. Therefore, the adjusted free cash flow measure appears to substitute an individually tailored cashflow recognition method for those of GAAP. Please explain how you considered the guidance in Question 100.04 of the non-GAAP C&DIs, or alternatively, revise to remove the measure.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer present adjusted free cash flow in its future filings.
* * * * * * *
United States Securities and Exchange Commission
Division of Corporation Finance
July 19, 2024
Page 2
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (650) 335-7613 or Aman Singh at (212) 430-2767.
Sincerely,
/s/ Ran D. Ben-Tzur
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CORRESP 1 filename1.htm CORRESP July 19, 2024 VIA EDGAR AND ELECTRONIC TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Chen Chen, Staff Accountant Melissa Kindelan, Senior Staff Accountant 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 Ladies and Gentlemen: We are submitting this letter on behalf of Upwork Inc. (together with its wholly owned subsidiaries, the “Company”) in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail on July 5, 2024 that relates to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-38678), filed with the Commission on February 15, 2024, the Company’s Current Report on Form 8-K dated February 14, 2024 (File No. 001-38678), furnished to the Commission on February 14, 2024, and the Company’s response letter dated July 1, 2024. The numbered paragraph below corresponds to the numbered comment in the Staff’s letter, and the Staff’s comment is presented in bold italics. Form 8-K Furnished February 14, 2024 Exhibit 99.1, page 15 1. You indicate in response to prior comment 1 that the adjustment for timing differences in the adjusted free cash flow measure of $34.5 million is equal to the temporary cash outflow caused by timing differences between invoicing and payment processing and collection. You also indicate that substantially all of the amount was collected by the company within the first week of January 2024. Therefore, the adjusted free cash flow measure appears to substitute an individually tailored cashflow recognition method for those of GAAP. Please explain how you considered the guidance in Question 100.04 of the non-GAAP C&DIs, or alternatively, revise to remove the measure. The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer present adjusted free cash flow in its future filings. * * * * * * * United States Securities and Exchange Commission Division of Corporation Finance July 19, 2024 Page 2 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (650) 335-7613 or Aman Singh at (212) 430-2767. Sincerely, /s/ Ran D. Ben-Tzur Ran D. Ben-Tzur cc: Erica Gessert, Chief Financial Officer Brian Levey, Chief Business Affairs and Legal Officer Olivier Marie, Chief Accounting Officer Jacob McQuown, VPII, Deputy General Counsel Upwork Inc. Aman Singh Fenwick & West LLP