United States securities and exchange commission logo
July 28, 2022
David Morken
Chief Executive Officer
Bandwidth Inc.
900 Main Campus Drive
Raleigh, NC 27606
Re: Bandwidth Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed on February
25, 2022
File No. 001-38285
Dear Mr. Morken:
We have reviewed your July 21, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 6, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 76
1. We note your response
to our comment 5. Please tell how you determined that the
valuation allowance was
not indicative of the current period's non-GAAP financial
performance, as
indicated in your response. Also, clarify whether the U.S was in a loss
position for non-GAAP
purposes and if not, explain further why you used a non-GAAP
tax rate of 0% in this
jurisdiction. In addition, explain further the adjustments for "income
tax benefit of equity
compensation" and clarify how this adjustment factors into your non-
GAAP effective tax
rate. Lastly, please provide us with your calculations that support the
non-GAAP effective tax
rates disclosed in footnote (1) on page 79 and explain the
fluctuations in such
rates for each period.
David Morken
Bandwidth Inc.
July 28, 2022
Page 2
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Kathleen
Collins, Accounting Branch Chief at 202-551-3499 with any questions.
FirstName LastNameDavid Morken Sincerely,
Comapany NameBandwidth Inc.
Division of Corporation
Finance
July 28, 2022 Page 2 Office of Technology
FirstName LastName