Upwork Q3 Investor Presentation - October 2021 - Investor Relations | Upwork Inc.
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Upwork Q3 Investor Presentation October 2021 © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Safe Harbor This presentation and the accompanying oral commentary contain "forward-looking" statements based on the beliefs and assumptions of Upwork Inc. (the "Company") and on information currently available to the Company. Forward-looking statements include all statements other than statements of historical fact contained in this presentation, including information or predictions concerning the future of the Company's business, anticipated events and trends, potential growth opportunities, competitive position, technological and market trends, industry environment, potential market opportunities, the economy and other future conditions. Any forward-looking statements made herein or made elsewhere by the Company are made solely based on information available to the Company as of the date hereof and based only on the Company's current beliefs, expectations and assumptions. 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 the Company's control, and you should not rely on such forward-looking statements. The Company makes no representation that the projected results will be achieved, and actual results may differ materially from the Company's expectations. Furthermore, the Company does not undertake any obligation to update or revise any forward-looking statements, to conform these statements to actual results or to make changes in the Company's expectations, except as required by law. In addition, any statements regarding the current and future impacts of the COVID-19 pandemic on our business and current and future impacts of actions we have taken in response to the COVID-19 pandemic are forward-looking statements and related to matters that are beyond our control and changing rapidly. Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from the Company's expectations is included under the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2021 filed when filed and the Company's other SEC filings. This presentation also contains estimates, forecasts and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company's industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of the Company's future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. Moreover, neither the Company nor any other person makes any representation or warranty as to the accuracy or completeness of the information herein. This presentation is made solely for informational purposes. All third-party trademarks, including names, logos and brands, referenced by the Company in this presentation 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. In addition to the GAAP financials, this presentation includes certain non-GAAP financial measures. The non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Other companies, including companies in the Company's industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of non-GAAP financial measures as tools for comparison. The Company urges you to review the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures set forth in the Appendix, and not rely on any single financial measure to evaluate the Company's business. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 2
Non-GAAP Financial Measures To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present non-GAAP cost of revenue (and as a percentage of revenue), non-GAAP marketplace cost of revenue, non-GAAP managed services cost of revenue, non-GAAP gross profit (and as a percentage of revenue), non-GAAP operating expenses (total and each line item, and total and each non-GAAP operating expense item as a percentage of revenue), non-GAAP income (loss) from operations (and as a percentage of revenue), non-GAAP net income (loss) (and as a percentage of revenue and on a per share basis), non-GAAP gross margin (total and for marketplace and managed services), and adjusted EBITDA in this presentation. 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, including in 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 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. We exclude the following items from one or more of our non-GAAP financial measures: stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions), depreciation and amortization (non-cash expense), interest expense, other (income) expense, net, income tax (benefit) provision, and, if applicable, certain other non-cash transactions. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, (1) stock-based compensation expense 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; (c) tax payments that may represent a reduction in cash available to us; or (d) expense from our common stock warrant issued to the Tides Foundation, which is 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 presentation and investors are encouraged to review the reconciliation. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 3
Our Mission Create economic opportunities so people have better lives. © 2021 Upwork Inc. Proprietary and Q3’21 confidential. Investor Do Presentation not distribute. October Q2’21 2021 Investor Presentation July, 2021 © 2021 Upwork Inc. Proprietary and confidential. Do not distribute.
Our Vision Independent talent at the heart of every business. © 2021 Upwork Inc. Proprietary and Q3’21 confidential. Investor Do Presentation not distribute. October Q2’21 2021 Investor Presentation July, 2021 © 2021 Upwork Inc. Proprietary and confidential. Do not distribute.
Uniquely Positioned to Succeed Massive TAM with Largest work Deep and expanding Multiple growth Proven and secular tailwinds marketplace at scale1 competitive moats opportunities experienced management team 1 As measured by gross services volume (GSV). See appendix for the definition of gross services volume. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 6
Creating a Massive and Growing Opportunity ~225 Million x ~$5,850 = $1.3T Estimated number of Average global remote freelancer GSV 2 knowledge workers 1 Upwork Opportunity 1 2021 estimate from Gartner - Forecast Analysis: Remote Workers Forecast, Worldwide August 2020. 2 TTM as of Dec. 31, 2020. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 7
Upwork Is the Talent Marketplace TM Most Comprehensive Work Marketplace Enterprise Suite Multiple ways to Upwork = the “always on” Bring Your Own Talent solution for companies hiring and managing freelancer programs at scale Payroll Direct Contracts Project Catalog TM Talent Scout TM ...What’s Next? © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 8
Featuring the Most Robust Community of Clients and Freelancers 10,000+ skills 73% of talent have college degrees 1 50+ categories with $10M+ in GSV 2 ~40% of clients hired in multiple categories 2 1 February 2021 Upwork internally conducted survey. 2 Based on the trailing 12-month period ending September 30, 2021. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Freelancer Stages of Adoption 4 Freelancer-First Companies change view from “why Upwork?” to “why not Upwork?” 3 Scaling Companies make investments to leverage Customer Value freelancers as core to the way they get work done 2 Hybrid 1 Freelancers complement FTEs and become an option for additional projects Project Freelancers evaluated and vetted on a project-by-project basis to solve specific needs on a one-off basis Freelancer Adoption Over Time © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 10
Our Goal: 100% of businesses will have freelancers on their teams in the future © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 11
Generating Abundant Growth Opportunities Expected horizon for significant value creation Near Term Mid Term Long Term Brand Awareness Acquisition / Retention Enterprise Share of Wallet Product Line Diversification Internationalization and Localization Talent Services Product Integrations Take Rate Expansion Opportunistic M&A © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 12
The Race to Win the $1.3T Work Marketplace Opportunity Platform-first service model Hybrid service model Traditional staffing service model Work Marketplace Vetting Platform & Shortlisting Sales & talent payments & success management management Match & Payroll B2B Talent pool Regional Staffing Cos reputation marketing Local Staffing Cos “Platform when you want it – people when you don’t.” © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 13
Three Talent Plans Freelancer Freelancer Agency Basic Plus Plus • Access to quality projects Includes all Freelancer Basic features + Includes all Freelancer Plus features + • Quickly apply and get hired • Customized profile URL • Unlimited team members • Get paid securely and on time • Insight into competitor • Shared Connects functionality bid ranges • Monthly Connects package* *not included in Agency Plus © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 14
Four Client Plans Basic Plus Enterprise: Enterprise: Standard Compliance • Access to a global Includes all Basic features + Includes all Plus features + Includes all Enterprise: Standard features + talent pool • Invites to talent • Custom reporting • Compliance services • Safe and easy payments • Featured Jobs upgrade • API access • Worker classification • Payment protection plan • Connects package • Expert-vetted talent pools • Misclassification • Customer support and talent clouds indemnification • Recruiting services • SSO / permissions • Work protection program • Purchase order management • Consolidated invoicing and billing © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 15
Creating a Virtuous Cycle Value for Freelancers Value for Clients Value for Upwork Find work quickly Quality talent This engine results in: Access to quality, flexible projects from Global access to a verified Virtual Talent Bench™ Highly sticky double opt-in platform with our global network across categories and price points long-term relationships and recurring use, leading to increasing scale and recurring revenue Get paid on time Fast access to talent Receive security and peace of mind with Receive proposals within minutes; Upwork Payment Protection 3 days average time to contract More More skills / freelancers categories Build reputation Cost-effective projects Establish long-term credibility and relationships Take hiring budgets further with average 50% with roster of clients savings vs. hiring locally Cross- selling Growth opportunities Work efficiently, effectively Increased More Insights on in-demand skills and emerging areas End-to-end suite of workflow tools clients GSV Flexibility Flexibility More / bigger Expanding number of ways to Upwork Expanding number of ways to Upwork projects © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 16
Infinite Personas and Categories Growth through breadth ∞ Tech & Product Lead Marketing & Creative Lead Operations Lead Example: VP, Engineering Example: VP, Marketing Example: COO • Build and maintain my website • Augment my design staff • Recruit and manage my customer support operations • Build and maintain my mobile app • Translate my marketing assets • Recruit and manage a skilled tech Growth through depth • Do QA testing on my product • Build my new landing page support team • Augment or replace my internal • Develop my campaign strategy • Let me outsource my accounting to UI / UX team a trusted accountant • Develop my social media strategy • Maintain a safe and secure dev • Provide me project-based environment for me • Execute my social media strategy accounting support • ... • ... • ... ∞ © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 17
Key Marketing and Acquisition Growth Levers for 2021 and Beyond 1 2 3 4 Launched our work Expanding paid Improving conversion Automating and scaling marketplace marketing acquisition reach by: rates by: SEM and social through efforts to build proprietary bidding tool: • Expanding SEM keywords • Matching intent to best awareness and and mobile SEM conversion product lines • Increasing registration-to-Start drive demand optimizations conversions through better • Improving CLTV model client onboarding • Growing international to optimize client presence ~30% YoY via keyword bidding • Aggressively supporting keyword expansion globally Enterprise Sales land and expand efforts • Shifting to new brand messaging across channels • Optimizing reactivation to improve CTRs and retention efforts by moving to more holistic marketing automation © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 18
The Enterprise + Many more globally Opportunity 250+ employee US-based companies 51K assigned to sales teams (both inbound and outbound) 8K Target ideal customer profile (ICP) accounts Target ICP customers 1,600 with spend currently in the Marketplace 1,000 accounts could deliver 200+ Current Enterprise clients $1-2B in GSV © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 19
Commitment to Strong ESG Practices Focus Area Initiatives Achievements to Date Environment • Reducing emissions by limiting our physical corporate ✓ Enabled team members to avoid over 1 million commuting office footprint through our remote-first working model miles in 2019 • Reducing unnecessary commuting and travel ✓ Achieved carbon neutrality for 2019 and 2020 ✓ Committed to remaining carbon neutral going forward • Purchasing carbon offsets that promote environmental sustainability Social • Building a more robust diversity, inclusion and belonging ✓ 50% of Board is female (DIBs) infrastructure ✓ 3 of our 8 directors are from underrepresented communities 1 • Leveraging data to inform strategic talent process decisions • Preparing quantitative disclosures to demonstrate our progress on DIBs-related initiatives Governance • Evolving Board and governance practices to reflect our ✓ Implemented majority-vote standard for director elections and maturation as a public company adopted proxy access • Focusing on and responding to stockholder feedback ✓ The Board’s Nominating and Governance Committee oversees all ESG functions • Acting to protect and grow long-term stockholder value 1 As defined under California law AB 979, underrepresented communities includes certain racial, ethnic, and LGBT identities. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 20
Our Winning Strategy 1 Innovating the work marketplace 2 Becoming a world-renowned brand 3 Augment SMB by winning the enterprise 4 Building an extraordinary hybrid team of employees and freelancers 5 Investing aggressively for long-term value creation © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 21
Financial Highlights © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Upwork at a Glance As of September 30, 2021 752K $4,375 Active Clients GSV per Active Client Gross Services Volume (GSV) ($M) Revenue ($M) Adjusted EBITDA ($M) 21%↑ 38%↑ 24%↑ 32%↑ 89%↑ 23%↑ $2,524 $374 $374 $904 $2,087 $301 $301 $14.0 $655 $128 $97 $8.2 $7.4 $6.7 2019 2020 Q3’20 Q3’21 2019 2020 Q3’20 Q3’21 2019 2020 Q3’20 Q3’21 Note: Adjusted EBITDA is a non-GAAP measure. See appendix for the definition of GSV, Active Clients, and GSV per Active Client. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 23
Strong Active YoY Growth TTM Active Clients Client Growth 700k 30% 27% 600k 25% 25% 25% 500k 20% TTM Active Clients 1 YoY Growth 400k 17% 15% 300k 12% 10% 10% 10% 10% 200k 9% 9% 7% 5% 100k 0% 0k Q1-2019 Q2-2019 Q3-2019 Q4-2019 Q1-2020 Q2-2020 Q3-2020 Q4-2020 Q1-2021 Q2-2021 Q3-2021 1 See appendix for the definition of Active Clients. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 24
GSV Per TTM Avg GSV per Active Client(1) YoY Growth Active Client is Increasing $4,000 15% 14% $3,750 12% 12% 10% 10% GSV per Active Client 1 9% 9% YoY Growth 8% $3,500 6% 5% $3,250 4% 3% 2% $3,000 0% Q1-2019 Q2-2019 Q3-2019 Q4-2019 Q1-2020 Q2-2020 Q3-2020 Q4-2020 Q1-2021 Q2-2021 Q3-2021 1 See appendix for the definition of GSV per Active Client. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Our Compelling Margin Structure % of Revenue FY2018 FY2019 FY2020 YTD2021 LT Target • High and expanding gross margins Marketplace 75% 77% 78% 78% 80-85% Gross Margin 1 • Industry-leading investment levels in R&D to extend competitive moats Managed 17% 17% 19% 20% 20% • Opportunities for leverage in R&D and G&A Services Gross Margin 2 • Will invest aggressively in sales and marketing to drive growth and maximize economic Total Gross 68% 71% 72% 73% 80-85% value added Margin R&D 21% 19% 20% 20% 15-20% Notes: 1 Marketplace gross margin is defined as total gross S&M 28% 31% 34% 34% 20-25% profit, excluding revenue from Managed Services and cost of freelancer services to deliver Managed Services, divided by Marketplace revenue. G&A 16% 18% 15% 14% 8-10% 2 Managed Services gross margin is defined as Managed Services revenue less cost of freelancer services to deliver Managed Services, divided by Transaction 2% 1% 1% 1% 1-2% Managed Services revenue. Losses Numbers are non-GAAP. Non-GAAP here excludes SBC, amortization, and non-cash charitable donations. All numbers reflect depreciation expense, except for Adjusted EBITDA 1% 2% 4% 6% 30-35% Adjusted EBITDA. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 26
GAAP to Non-GAAP $ and share counts in millions Reconciliation Percentages and per share data as stated Q3 2021 Q3 2020 9 Months 2021 9 Months 2020 GAAP Net Loss (9.3) (2.7) (33.7) (23.8) Stock-based compensation expense 13.9 6.9 38.7 19.5 Depreciation and amortization 2.4 2.7 8.2 7.4 Interest expense 0.7 0.2 1.1 0.6 Other (income) expense, net 0.2 (0.5) 0.2 - Income tax provision - - 0.1 0.1 Tides Foundation common stock warrant expense 0.2 0.2 0.6 0.6 Impairment expense - - 7.4 - Non-GAAP Adjusted EBITDA 8.2 6.7 22.4 4.5 Marketplace cost of revenue, GAAP 26.7 19.5 75.3 54.2 Stock-based compensation (0.2) (0.2) (0.6) (0.6) Marketplace cost of revenue, non-GAAP 26.5 19.3 74.7 53.6 Marketplace gross margin, non-GAAP (%) 77% 78% 78% 78% Note: Figures have been rounded. Marketplace gross margin is using Marketplace revenue and total cost of revenue less Managed Services cost of revenue. Managed Services gross margin is using Managed Services revenue and Managed Services cost of revenue. 27
GAAP to Non-GAAP $ and share counts in millions Reconciliation (Cont.) Percentages and per share data as stated Q3 2021 Q3 2020 9 Months 2021 9 Months 2020 Managed Services cost of revenue, GAAP 8.2 7.1 23.2 21.3 Managed Services cost of revenue, non-GAAP 8.2 7.1 23.2 21.3 Managed Services gross margin, non-GAAP (%) 21% 19% 20% 19% Cost of revenue, GAAP 34.9 26.6 98.5 75.5 Stock-based compensation (0.2) (0.2) (0.6) (0.6) Total cost of revenue, non-GAAP 34.7 26.4 97.9 74.9 Total gross margin, non-GAAP (%) 73% 73% 73% 72% Research and development, GAAP 30.9 20.8 85.6 60.7 Stock-based compensation (4.0) (2.6) (11.3) (7.3) Research and development, non-GAAP 26.8 18.3 74.3 53.4 Sales and marketing, GAAP 43.2 33.6 128.6 98.7 Stock-based compensation (1.5) (1.2) (4.4) (3.5) Sales and Marketing, non-GAAP 41.7 32.4 124.3 95.2 Note: Figures have been rounded. Marketplace gross margin is using Marketplace revenue and total cost of revenue less Managed Services cost of revenue. Managed Services gross margin is using Managed Services revenue and Managed Services cost of revenue. 28
GAAP to Non-GAAP $ and share counts in millions Reconciliation (Cont.) Percentages and per share data as stated Q3 2021 Q3 2020 9 Months 2021 9 Months 2020 General and administrative, GAAP 26.1 18.0 82.0 53.0 Stock-based compensation (8.2) (2.9) (22.4) (8.2) Amortization of intangible assets - (0.7) (0.7) (1.3) Tides Foundation common stock warrant expense (0.2) (0.2) (0.6) (0.6) Impairment expense - - (7.4) - General and administrative, non-GAAP 17.7 14.3 51.0 42.9 Loss from operations, GAAP (8.3) (3.0) (32.4) (23.1) Stock-based compensation 13.9 6.9 38.7 19.5 Amortization of intangible assets - 0.7 0.7 1.3 Tides Foundation common stock warrant expense 0.2 0.2 0.6 0.6 Impairment expense - - 7.4 - Income (loss) from operations, non-GAAP 5.8 4.7 14.9 (1.7) Net loss, GAAP (9.3) (2.7) (33.7) (23.8) Stock-based compensation 13.9 6.9 38.7 19.5 Note: Figures have been rounded. Marketplace gross margin is using Marketplace revenue and total cost of revenue less Managed Services cost of revenue. Managed Services gross margin is using Managed Services revenue and Managed Services cost of revenue. 29
GAAP to Non-GAAP $ and share counts in millions Reconciliation (Cont.) Percentages and per share data as stated Q3 2021 Q3 2020 9 Months 2021 9 Months 2020 Amortization of intangible assets - 0.7 0.7 1.3 Tides Foundation common stock warrant expense 0.2 0.2 0.6 0.6 Impairment expense - - 7.4 - Net Income (loss), non-GAAP 4.8 5.0 13.6 (2.4) Weighted-average shares outstanding used in computing loss per share, GAAP Basic 127.9 120.7 126.7 117.1 Basic loss per share, GAAP $(0.07) $(0.02) $(0.27) $(0.20) Weighted-average shares outstanding used in computing earnings (loss) per share, non-GAAP Basic 127.9 120.7 126.7 117.1 Diluted 1 134.3 129.7 134.5 117.1 Basic earnings (loss) per share, non-GAAP $0.04 $0.04 $0.11 $(0.02) Diluted earnings (loss) per share, non-GAAP $0.04 $0.04 $0.10 $(0.02) Note: Figures have been rounded. Marketplace gross margin is using Marketplace revenue and total cost of revenue less Managed Services cost of revenue. Managed Services gross margin is using Managed Services revenue and Managed Services cost of revenue. 30
Guidance Q4 2021 FY 2021 Revenue $130 million - $132 million $496 million - $498 million Adjusted EBITDA $(2) million - $(4) million $18 million - $20 million Basic weighted-average shares 128 million - 130 million N/A outstanding Diluted weighted-average shares N/A 134 million - 136 million outstanding Non-GAAP basic loss per share $(0.03) - $(0.05) N/A Non-GAAP diluted EPS N/A $0.05 - $0.07 © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 31
Upwork Team © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Proven management team with decades of experience at Upwork and other marketplace and technology companies Hayden Brown Jeff McCombs President & CEO CFO 9 years 1 year Zoe Harte Sam Bright Chief People Officer Chief Product & 8 years Experience Officer
Appendix © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021
Our Business Model Marketplace Upwork Basic Freelancers $ Tiered service fees ( 5% / 10% / 20% ) and other Clients $ Payment fee, FX, and other Upwork Plus Freelancers $ Service fees (5% / 10% / 20%) and other Clients $ Monthly subscription, payment fee, and other Upwork Enterprise & Other Premium Offerings Freelancers $ Flat service fee Clients $ Service fees, annual subscription, and other Managed Services • Upwork is responsible for the deliverable Clients $ Markup on pay rate to freelancers • Engage freelancers on behalf of the client • Directly invoice the client Gross Accounting Treatment GSV = Revenue © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 35
Illustrative Revenue Recognition and Margin Profile Marketplace Client Spend Revenue Revenue Less COR Upwork Basic and Plus $100 ~$121 75-80% ~$93 Compliance $100 ~$302 75-80% ~$233 Upwork Enterprise Standard $100 ~$152 75-80% ~$113 Managed Services $100 $100 ~19% ~$194 Notes: 1 Revenue does not include FX, payments, and freelancer subscription fees. 2 Illustrative rate assuming enterprise customer pays list price for enterprise compliance and standard. 3 Marketplace COR based on 2020 COR minus costs of freelancer services to deliver Managed Services as a percentage of 2020 Marketplace revenue. 4 Cost of freelancer services to deliver Managed Services based on 2020 cost of freelancer services to deliver Managed Services as a percentage of 2020 Managed Services Revenue. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 36
Key Metric Gross Services Volume (GSV) Definitions Gross services volume, or GSV, includes both client spend and additional fees charged for other services. Active Client A client who has had spend activity during the trailing 12-month period is considered active. GSV per Active Client GSV per active client is calculated by dividing total trailing 12-month GSV by the number of active clients at the date of measurement. © 2021 Upwork Inc. Q3’21 Investor Presentation October 2021 37
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