Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
___________________________________________________

FORM 8-K
___________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 13, 2019 
___________________________________________________
Bandwidth Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________

Delaware
001-38285
56-2242657
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
900 Main Campus Drive
Raleigh, NC
27606
(Address of principal executive offices)
(Zip Code)
(800) 808-5150
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 





Item 2.02 Results of Operations and Financial Condition.
On February 13, 2019, Bandwidth Inc. (“Bandwidth”) issued a press release reporting its financial results for the fourth quarter ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 
Bandwidth Inc. press release, dated February 13, 2019




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BANDWIDTH INC. 
Date: February 13, 2019By: /s/ Jeffrey A. Hoffman 
Name: Jeffrey A. Hoffman 
Title: Chief Financial Officer 


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Bandwidth Announces Fourth Quarter and Full Year 2018 Financial Results
Total fourth quarter revenue of $52.3 million, up 23% year-over-year
CPaaS fourth quarter revenue of $44.1 million, up 26% year-over-year
Active CPaaS customers of 1,230, up 27% year-over-year
Dollar-based net retention rate of 121%, up from 111% in Q4 2017 
Raleigh, NC - February 13, 2019 - Bandwidth Inc. (NASDAQ: BAND), a software company focused on communications for the enterprise, today announced financial results for the fourth quarter and full year ended December 31, 2018.
The fourth quarter was a strong finish to an outstanding year, stated David Morken, chief executive officer of Bandwidth. Demand for our offerings remains robust as our combination of flexible APIs and a vertically integrated all-IP voice network clearly resonates with enterprise customers. The foundation of our strong results are rooted in serving our enterprise customers well and continuing to expand those relationships.  Additionally, we significantly expanded our sales, marketing and technology teams and are excited about the potential of our augmented sales team coming to full productivity throughout 2019. We believe we are well positioned to capitalize on a growing CPaaS market in 2019 and are committed to our customer's success in the year ahead.

Fourth Quarter 2018 Financial Highlights
Revenue: Total revenue for the fourth quarter of 2018 was $52.3 million, up 23% compared to $42.5 million for the fourth quarter of 2017. Within total revenue, CPaaS revenue was $44.1 million, up 26% compared to $35.0 million for the fourth quarter of 2017. Other revenue contributed the remaining $8.2 million for the fourth quarter of 2018. Other revenue was $7.5 million in the same period last year.
Gross Profit: Gross profit for the fourth quarter of 2018 was $23.6 million, compared to $19.6 million for the fourth quarter of 2017. Gross margin for the fourth quarter of 2018 was 45%, compared to 46% for the fourth quarter of 2017. Non-GAAP gross profit for the fourth quarter of 2018 was $24.9 million, compared to $20.7 million for the fourth quarter of 2017. Non-GAAP gross margin was 48% for the fourth quarter of 2018, compared to 49% for the fourth quarter of 2017.
Net Loss: Net loss for the fourth quarter of 2018 was $(1.3) million, or $(0.07) per share, based on 18.4 million weighted average diluted shares outstanding. During the fourth quarter of 2017, net loss attributable to common stockholders was $(0.6) million, or $(0.04) per share, based on 14.9 million weighted average basic shares outstanding for the fourth quarter of 2017. This includes a charge of $2.1 million or $0.14 per share related to the enactment of the Tax Cuts and Jobs Act in December 2017 due to the remeasurement of our deferred tax assets at the lower corporate tax rate.
Non-GAAP Net (Loss) Income: Non-GAAP net loss for the fourth quarter of 2018 was $(0.8) million, or $(0.04) per share, based on 18.4 million weighted average basic shares outstanding. This compares to a Non-GAAP net income of $1.6 million, or $0.09 per share, based on 18.1 million weighted average diluted shares outstanding for the fourth quarter of 2017.
Adjusted EBITDA: Adjusted EBITDA was $(0.1) million for the fourth quarter of 2018, compared to $4.4 million for the fourth quarter of 2017.




Full Year 2018 Financial Highlights
Revenue: Total revenue for the full year of 2018 was $204.1 million, compared to $163.0 million in 2017. Within total revenue, CPaaS revenue was $164.4 million, up 25% compared to $131.6 million in 2017. Other revenue contributed the remaining $39.7 million for the full year of 2018, compared to $31.4 million for the full year of 2017.
Gross Profit: Gross profit for the full year of 2018 was $96.0 million, compared to $73.7 million in 2017. Non-GAAP gross profit for the full year of 2018 was $100.6 million, compared to $78.1 million in 2017. Gross margin for the full year of 2018 was 47%, compared to 45% in 2017. Non-GAAP gross margin was 49% for the full year of 2018, compared to 48% in 2017.
Net Income: Net income for the full year of 2018 was $17.9 million, or $0.85 per share, based on 21.1 million weighted average diluted shares outstanding. This includes the $11.9 million of excess tax benefits associated with the exercise of stock options and vesting of restricted stock units. This compares to net income from continuing operations attributable to common stockholders of $5.3 million, or $0.37 per share, based on 14.5 million weighted average diluted shares outstanding in 2017. This includes the aforementioned charge of $2.1 million or $0.14 per share related to the enactment of the Tax Cuts and Jobs Act in December 2017.
Adjusted EBITDA: Adjusted EBITDA was $16.1 million for the full year of 2018, compared to $22.2 million in 2017.
Non-GAAP net income: Non-GAAP net income for the full year of 2018 was $9.0 million, or $0.43 per share, based on 21.1 million weighted average diluted shares outstanding. This compares to a non-GAAP net income of $9.5 million, or $0.59 per share, based on 16.1 million weighted average diluted shares outstanding in 2017.
Cash Flow: The Company generated $24.6 million in net cash provided by operating activities for the full year of 2018, compared to $14.6 million during 2017. The Company generated $10.2 million in free cash flow for the year, compared to $6.7 million in 2017.
Additional information regarding the non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated are included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures has also been provided in the financial tables included below.
Fourth Quarter 2018 Key Metrics
The number of active CPaaS customers was 1,230 as of December 31, 2018, an increase of 27% from 965 as of December 31, 2017.
The dollar-based net retention rate was 121% during the fourth quarter of 2018, compared to 111% during the fourth quarter of 2017.
Additional information regarding our active CPaaS customers and dollar-based net retention rate and how each are calculated are included below.








Financial Outlook
As of February 13, 2019, Bandwidth is providing guidance for its first quarter and full year 2019 as follows:
First Quarter 2019 Guidance: CPaaS revenue is expected to be in the range of $43.5 million to $44.0 million. Total revenue is expected to be in the range of $51.0 million to $51.5 million. Non-GAAP loss per share is expected to be in the range of ($0.27) to ($0.30) per share, using 19.8 million weighted average basic shares outstanding.
Full Year 2019 Guidance: CPaaS revenue is expected to be in the range of $201.0 million to $203.0 million. Total revenue is expected to be in the range of $231.5 million to $233.5 million.  Non-GAAP loss per share is expected to be in the range of approximately of ($0.64) to ($0.74) per share, using 19.9 million weighted average basic shares outstanding.
Bandwidth has not reconciled its first quarter and full-year guidance related to non-GAAP net loss to GAAP net loss and non-GAAP loss per share to GAAP loss, because stock-based compensation cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.
Quarterly Conference Call
Bandwidth will host a conference call today at 5:00 p.m. Eastern Time to review the Company’s financial results for the fourth quarter ended December 31, 2018. To access this call, dial (877) 407-0792 for the U.S. or Canada, or (201) 689-8263 for international callers. A live webcast of the conference call will be accessible from the Investors section of Bandwidth’s website at https://investors.bandwidth.com, and a recording will be archived and accessible at https://investors.bandwidth.com. An audio replay of this conference call will also be available through February 20, 2019, by dialing (844) 512-2921 for the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 136863294.
About Bandwidth Inc.
Bandwidth (NASDAQ: BAND) is a software company focused on communications for the enterprise. Companies like Google, Microsoft, and Ring Central use Bandwidth’s APIs to easily embed voice, messaging and 9-1-1 access into software and applications. Bandwidth is the first and only CPaaS provider offering a robust selection of communications APIs built around their own nationwide IP voice network- one of the largest in the nation. More information available at www.bandwidth.com.




Forward-Looking Statements
This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding our future financial and business performance for the first quarter 2019 and full-year 2019, attractiveness of our product offerings and platform and the value proposition of our products, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “guide,” “may,” “will” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our rapid growth and ability to sustain our revenue growth rate, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to expand effectively into new markets, our ability to operate in compliance with applicable laws as well as other risks and uncertainties set forth in the “Risk Factors” section of Form 10-Q for the period ended September 30, 2018, filed with the Securities and Exchange Commission and any subsequent reports that we file with the Securities and Exchange Commission after September 30, 2018.  Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no obligation to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, we provide investors with certain non-GAAP financial measures and other business metrics, which we believe are helpful to our investors. We use these Non-GAAP financial measures and other business metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these Non-GAAP financial measures and other business metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.
The presentation of Non-GAAP financial information and other business metrics is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. While our Non-GAAP financial measures and other business metrics are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included above, and not to rely on any single financial measure to evaluate our business.
We define Non-GAAP gross profit as gross profit after adding back depreciation and amortization and stock-based compensation. We add back depreciation and amortization and stock-based compensation because they are non-cash items. We eliminate the impact of these non-cash items, because we do not consider them indicative of our core operating performance. Their exclusion facilitates comparisons of our operating performance on a period-to-period basis. Therefore, we believe that showing gross margin, as adjusted to remove the impact of these non-cash expenses, such as depreciation, amortization and stock-based compensation, is helpful to investors in assessing our gross profit and gross margin performance in a way that is similar to how management assesses our performance. We calculate Non-GAAP gross margin by dividing adjusted gross profit by revenue, expressed as a percentage of revenue.



We define Non-GAAP net income (loss) as net income (loss) adjusted for certain items affecting period to period comparability. Non-GAAP net income (loss) excludes stock-based compensation, change in fair value of shareholders’ antidilutive arrangement, amortization of acquired intangible assets related to the Dash acquisition, impairment charges of intangibles assets, loss (gain) on disposal of property and equipment, estimated tax impact of above adjustments, income tax benefit resulting from excess tax benefits associated with the exercise of stock options and vested restricted stock, benefit resulting from the release of the valuation allowance on our deferred tax assets (“DTA”), and impact on remeasurement of DTA as a result of 2017 tax reform.
We define adjusted EBITDA as net income adjusted to reflect the addition or elimination of certain income statement items including, but not limited to: income tax expense (benefit), interest expense, net, depreciation and amortization expense, stock-based compensation expense, impairment of intangible assets, and loss (gain) from disposal of property and equipment. We have presented Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating Adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business.
We define Free Cash Flow as net cash provided by or used in operating activities less net cash used in investments of property, plant and equipment activities and capitalized development costs for software for internal use. We believe free cash flow is a useful indicator of liquidity and provides information to management and investors about the amount of cash generated from our core operations that can be used for investing in our business. Free cash flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, it does not take into consideration investment in long-term securities, nor does it represent the residual cash flows available for discretionary expenditures. Therefore, it is important to evaluate free cash flow along with our consolidated statements of cash flows.
We believe that these Non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.
While a reconciliation of Non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis as a result of the uncertainty regarding, and the potential variability of, many of these costs and expenses that we may incur in the future, we have provided a reconciliation of Non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.
We define an active CPaaS customer account at the end of any period as an individual account, as identified by a unique account identifier, for which we have recognized at least $100 of revenue in the last month of the period. We believe that the use of our platform by active CPaaS customer accounts at or above the $100 per month threshold is a stronger indicator of potential future engagement than trial usage of our platform at levels below $100 per month. A single organization may constitute multiple unique active CPaaS customer accounts if it has multiple unique account identifiers, each of which is treated as a separate active CPaaS customer account.
Our dollar-based net retention rate compares the CPaaS revenue from customers in a quarter to the same quarter in the prior year. To calculate the dollar-based net retention rate, we first identify the cohort of customers that generate CPaaS revenue and that were customers in the same quarter of the prior year. The dollar-based net retention rate is obtained by dividing the CPaaS revenue generated from that cohort in a quarter, by the CPaaS revenue generated from that same cohort in the corresponding quarter in the prior year. When we calculate dollar-based net retention rate for periods longer than one quarter, we use the average of the quarterly dollar-based net retention rates for the quarters in such period.





Consolidated Statements of Operations and
Comprehensive (Loss) Income
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended
December 31, 
Year ended
December 31, 
2017 2018 2017 2018 
Revenue: 
CPaaS revenue $34,981 $44,148 $131,572 $164,415 
Other revenue 7,485 8,195 31,383 39,698 
Total revenue 42,466 52,343 162,955 204,113 
Cost of revenue: 
CPaaS cost of revenue 19,465 25,258 75,859 94,296 
Other cost of revenue 3,366 3,483 13,403 13,849 
Total cost of revenue 22,831 28,741 89,262 108,145 
Gross profit 19,635 23,602 73,693 95,968 
Operating expenses: 
Research and development 2,927 6,786 10,789 20,897 
Sales and marketing 3,119 6,133 11,218 20,731 
General and administrative 11,378 13,953 37,069 47,588 
Total operating expenses 17,424 26,872 59,076 89,216 
Operating income (loss) 2,211 (3,270)14,617 6,752 
Other income (expense), net
222 59 (1,728)301 
Income (loss) before taxes 2,433 (3,211)12,889 7,053 
Income tax (provision) benefit (3,032)1,921 (6,918)10,870 
Net (loss) income $(599)$(1,290)$5,971 $17,923 
Other comprehensive income (loss) 
Unrealized gain (loss) on marketable securities, net of income taxes — — (1)
Total comprehensive (loss) income $(599)$(1,288)$5,971 $17,922 
(Loss) earnings per share: 
Net (loss) income $(599)$(1,290)$5,971 $17,923 
Less: net (loss) income allocated to participating securities (21)— 644 — 
Net (loss) income attributable to common stockholders $(578)$(1,290)$5,327 $17,923 
Net (loss) income per share: 
Basic $(0.04)$(0.07)$0.42 $0.96 
Diluted $(0.04)$(0.07)$0.37 $0.85 
Weighted average number of common shares outstanding: 
Basic 14,893,439 18,410,503 12,590,221 18,573,067 
Diluted 14,893,439 18,410,503 14,543,170 21,140,382 





Consolidated Statements of Operations and
Comprehensive (Loss) Income
(In thousands, except share and per share amounts)
(Unaudited)
The Company recognized total stock-based compensation expense in continuing operations as follows:
Three months ended
December 31, 
Year ended
December 31, 
2017 2018 2017 2018 
Cost of revenue $23 $34 $80 $114 
Research and development 54 179 155 555 
Sales and marketing 48 148 172 511 
General and administrative 576 961 1,396 2,159 
Total $701 $1,322 $1,803 $3,339 








Consolidated Balance Sheets
(In thousands)
(Unaudited)
As of December 31,
2017 2018 
Assets 
Current assets: 
Cash and cash equivalents $37,627 $41,261 
Marketable securities — 17,400 
Accounts receivable, net of allowance for doubtful accounts 21,225 24,009 
Prepaid expenses and other current assets 3,767 6,114 
Deferred costs 2,633 2,630 
Total current assets 65,252 91,414 
Property and equipment, net 14,946 25,136 
Intangible assets, net 7,643 7,089 
Deferred costs, non-current 2,068 1,828 
Other long-term assets 1,192 727 
Goodwill 6,867 6,867 
Deferred tax asset 6,526 17,359 
Total assets $104,494 $150,420 
Liabilities and stockholders’ equity 
Current liabilities: 
Accounts payable $3,025 $3,418 
Accrued expenses and other current liabilities 15,725 21,393 
Current portion of deferred revenue and advanced billings 5,768 7,912 
Total current liabilities 24,518 32,723 
Deferred rent, net of current portion 716 2,503 
Deferred revenue, net of current portion 2,549 6,424 
Total liabilities 27,783 41,650 
Commitments and contingencies 
Stockholders’ equity: 
Class A and Class B common stock 17 19 
Additional paid-in capital 102,465 116,600 
Accumulated deficit (25,771)(7,848)
Accumulated other comprehensive loss — (1)
Total stockholders’ equity 76,711 108,770 
Total liabilities and stockholders’ equity $104,494 $150,420 





Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Year ended December 31, 
20172018
Operating activities 
Net income $5,971 $17,923 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization 5,712 5,824 
Accretion of bond discount — (164)
Amortization of debt issuance costs 376 64 
Stock-based compensation 1,803 3,339 
Deferred taxes 6,168 (10,833)
Loss on disposal of property and equipment 91 191 
Changes in operating assets and liabilities: 
Accounts receivable (4,387)(2,784)
Prepaid expenses and other assets (1,622)(1,926)
Deferred costs (906)243 
Accounts payable (2,429)(169)
Accrued expenses and other liabilities 1,040 4,826 
Deferred revenue and advanced billings 2,573 6,019 
Deferred rent 233 2,080 
Net cash provided by operating activities 14,623 24,633 
Investing activities 
Purchase of property and equipment (5,021)(12,419)
Capitalized software development costs (2,942)(2,028)
Purchase of marketable securities — (35,236)
Maturities of marketable securities — 18,000 
Net cash used in investing activities (7,963)(31,683)
Financing activities 
Borrowings on line of credit 4,000 — 
Repayments on line of credit (9,000)— 
Payments on capital leases (73)(92)
Borrowings on term loan — — 
Repayments on term loan (40,000)— 
Payment of debt issuance costs (25)(25)
Payment of costs related to the initial public offering (5,385)(285)
Proceeds from the initial public offering, net of underwriting discounts 74,400 — 
Proceeds from issuances of common stock 174 11,046 
Proceeds from exercised of warrants 91 37 
Net cash provided by financing activities 24,182 10,681 
Net increase in cash, cash equivalents, and restricted cash 30,842 3,631 
Cash, cash equivalents, and restricted cash, beginning of period 7,028 37,870 
Cash, cash equivalents, and restricted cash, end of period $37,870 $41,501 




Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)
Non-GAAP Gross Profit and Non-GAAP Gross Margin
Consolidated
Three months ended
December 31, 
Year ended
December 31, 
2017201820172018
Consolidated Gross Profit $19,635 $23,602 $73,693 $95,968 
Depreciation 1,071 1,275 4,315 4,490 
Stock-based compensation 23 34 80 114 
Non-GAAP Gross Profit $20,729 $24,911 $78,088 $100,572 
Non-GAAP Gross Margin % 49 %48 %48 %49 %
By Segment
CPaaS
Three months ended
December 31, 
Year ended
December 31, 
2017201820172018
CPaaS Gross Profit $15,517 $18,890 $55,713 $70,119 
Depreciation 1,071 1,275 4,315 4,490 
Stock-based compensation 23 34 80 114 
Non-GAAP Gross Profit $16,611 $20,199 $60,108 $74,723 
Non-GAAP CPaaS Gross Margin % 47 %46 %46 %45 %
Other
There are no non-GAAP adjustments to gross profit for the Other segment.

Adjusted EBITDA
Three months ended
December 31, 
Year ended
December 31, 
2017201820172018
Net income $(599)$(1,290)$5,971 $17,923 
Income tax provision /(benefit)(1)
3,032 (1,921)6,918 (10,870)
Interest expense (income), net 467 (59)1,728 (301)
Depreciation 1,229 1,586 4,873 5,270 
Amortization 210 130 839 554 
Stock-based compensation 701 1,322 1,803 3,339 
Loss on disposal of property and equipment 36 164 91 191 
Change in fair value of shareholders' anti-dilutive arrangement (2)
(689)— — — 
Adjusted EBITDA $4,387 $(68)$22,223 $16,106 
________________________
(1) Includes $11,887 of excess tax benefits associated with the exercise of stock options and vesting of restricted stock units during the year ended December 31, 2018.
(2) Relates to an anti-dilutive agreement which allows certain principal non-founder shareholders the ability to purchase additional common shares.





Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)
Non-GAAP Net Income (Loss)
Three months ended
December 31, 
Year ended
December 31, 
2017201820172018
Net income $(599)$(1,290)$5,971 $17,923 
Stock-based compensation 701 1,322 1,803 3,339 
Change in fair value of shareholders' anti-dilutive arrangement (1)
(689)— — — 
Amortization related to acquisitions 130 130 520 520 
Loss on disposal of property and equipment 36 164 91 191 
Estimated tax effects of adjustments (69)(414)(921)(1,038)
Income tax benefit of option exercises and vested restricted stock — (672)— (11,887)
Remeasurement of DTA associated with tax rate change (2)
2,073 — 2,073 — 
Non-GAAP net income (loss) $1,583 $(760)$9,537 $9,048 
Non-GAAP net income (loss) per Non-GAAP share 
Basic $0.10 $(0.04)$0.68 $0.49 
Diluted $0.09 $(0.04)$0.59 $0.43 
Non-GAAP weighted average number of shares outstanding 
Basic 14,893,439 18,410,503 12,590,221 18,573,067 
Series A redeemable convertible preferred stock outstanding 771,739 — 1,522,123 — 
Non-GAAP basic shares 15,665,178 18,410,503 14,112,344 18,573,067 
Diluted 17,355,722 18,410,503 14,543,170 21,140,382 
Series A redeemable convertible preferred stock outstanding 771,739 — 1,522,123 — 
Non-GAAP diluted shares 18,127,461 18,410,503 16,065,293 21,140,382 
________________________
(1) Relates to an anti-dilutive agreement which allows certain principal non-founder shareholders the ability to purchase additional common shares.
(2) On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law. As a result of this change in tax law, the Company recorded a remeasurement of its deferred tax assets, which resulted in additional income tax expense of $2,073.





Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)
Free Cash Flow
Three months ended
December 31, 
Year ended
December 31, 
2017201820172018
Net cash provided by operating activities $4,946 $632 $14,623 $24,633 
Net cash used in investing in capital assets (1)
(3,222)(6,015)(7,963)(14,447)
Free cash flow $1,724 $(5,383)$6,660 $10,186 
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(1) Represents the acquisition cost of property, equipment and capitalized development costs for software for internal use.


Investor Contact
Marc P. Griffin
ICR, Inc., for Bandwidth
919-283-5993
ir@bandwidth.com