Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38285 | |
Entity Registrant Name | BANDWIDTH INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 56-2242657 | |
Entity Address, Address Line One | 900 Main Campus Drive | |
Entity Address, City or Town | Raleigh | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27606 | |
City Area Code | (800) | |
Local Phone Number | 808-5150 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | BAND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001514416 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A voting common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,879,349 | |
Class B voting common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,215,170 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 319,731 | $ 72,163 |
Restricted cash | 9,527 | 9,274 |
Other investments | 10,000 | 40,000 |
Accounts receivable, net of allowance for doubtful accounts | 51,458 | 55,243 |
Prepaid expenses and other current assets | 13,386 | 14,508 |
Deferred costs | 2,572 | 2,411 |
Total current assets | 406,674 | 193,599 |
Property and equipment, net | 50,660 | 51,645 |
Operating right-of-use asset, net | 18,008 | 19,491 |
Intangible assets, net | 232,804 | 248,055 |
Deferred costs, non-current | 3,795 | 3,604 |
Other long-term assets | 2,029 | 1,975 |
Goodwill | 356,379 | 372,239 |
Total assets | 1,070,349 | 890,608 |
Current liabilities: | ||
Accounts payable | 9,360 | 11,665 |
Accrued expenses and other current liabilities | 55,884 | 63,065 |
Current portion of deferred revenue | 6,519 | 6,515 |
Advanced billings | 4,242 | 5,429 |
Operating lease liability, current | 5,594 | 5,515 |
Total current liabilities | 81,599 | 92,189 |
Other liabilities | 1,635 | 1,707 |
Operating lease liability, net of current portion | 15,609 | 17,202 |
Deferred revenue, net of current portion | 6,592 | 6,386 |
Deferred tax liability | 57,328 | 61,005 |
Convertible senior notes | 464,848 | 282,196 |
Total liabilities | 627,611 | 460,685 |
Stockholders’ equity: | ||
Class A and Class B common stock | 25 | 24 |
Additional paid-in capital | 492,778 | 451,463 |
Accumulated deficit | (54,821) | (49,505) |
Accumulated other comprehensive income | 4,756 | 27,941 |
Total stockholders’ equity | 442,738 | 429,923 |
Total liabilities and stockholders’ equity | $ 1,070,349 | $ 890,608 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 113,479 | $ 68,518 |
Cost of revenue | 61,328 | 36,359 |
Gross profit | 52,151 | 32,159 |
Operating expenses: | ||
Research and development | 13,333 | 9,530 |
Sales and marketing | 11,992 | 9,417 |
General and administrative | 26,863 | 16,096 |
Total operating expenses | 52,188 | 35,043 |
Operating loss | (37) | (2,884) |
Other expense, net | (5,611) | (906) |
Loss before income taxes | (5,648) | (3,790) |
Income tax benefit | 332 | 2,732 |
Net loss | $ (5,316) | $ (1,058) |
Net loss per share, basic and diluted (in usd per share) | $ (0.21) | $ (0.04) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 25,015,948 | 23,563,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (5,316) | $ (1,058) |
Other comprehensive loss | ||
Foreign currency translation, net of income taxes | (23,185) | (96) |
Other comprehensive loss | (23,185) | (96) |
Total comprehensive loss | $ (28,501) | $ (1,154) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Conversion of Class B voting common stock to Class A voting common stock | Class A voting common stock | Class B voting common stock | Common stockClass A voting common stock | Common stockClass A voting common stockConversion of Class B voting common stock to Class A voting common stock | Common stockClass B voting common stock | Common stockClass B voting common stockConversion of Class B voting common stock to Class A voting common stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 18,584,478 | 4,927,401 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 270,090 | $ 19 | $ 5 | $ 275,553 | $ 41 | $ (5,528) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of debt conversion option | 104,553 | 104,553 | |||||||||
Debt conversion option issuance costs, net of tax | (3,731) | (3,731) | |||||||||
Capped call option purchase price | (43,320) | (43,320) | |||||||||
Exercises of vested stock options (in shares) | 32,059 | ||||||||||
Exercises of vested stock options | 244 | 244 | |||||||||
Vesting of restricted stock units (in shares) | 103,824 | ||||||||||
Equity awards withheld for tax liability (in shares) | (14,411) | ||||||||||
Equity awards withheld for tax liability | (1,021) | (1,021) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 500,250 | (500,250) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | $ (1) | $ (1) | |||||||||
Foreign currency translation | (96) | (96) | |||||||||
Stock based compensation | 2,499 | 2,499 | |||||||||
Net loss | (1,058) | (1,058) | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 19,206,200 | 4,427,151 | |||||||||
Ending balance at Mar. 31, 2020 | 328,159 | $ 19 | $ 4 | 334,777 | (55) | (6,586) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Debt conversion option issuance costs, net of tax | (11) | (11) | |||||||||
Exercises of vested stock options (in shares) | 502,182 | ||||||||||
Exercises of vested stock options | 3,297 | $ 1 | 3,296 | ||||||||
Vesting of restricted stock units (in shares) | 21,871 | ||||||||||
Equity awards withheld for tax liability (in shares) | (2,133) | ||||||||||
Equity awards withheld for tax liability | (272) | (272) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 827,597 | (827,597) | |||||||||
Foreign currency translation | (23) | (23) | |||||||||
Stock based compensation | 2,425 | 2,425 | |||||||||
Net loss | (20,641) | (20,641) | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 20,555,717 | 3,599,554 | |||||||||
Ending balance at Jun. 30, 2020 | 312,934 | $ 20 | $ 4 | 340,215 | (78) | (27,227) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 44,848 | ||||||||||
Exercises of vested stock options | 386 | 386 | |||||||||
Vesting of restricted stock units (in shares) | 17,948 | ||||||||||
Equity awards withheld for tax liability (in shares) | (2,002) | ||||||||||
Equity awards withheld for tax liability | (350) | (350) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 606,418 | (606,418) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | 0 | $ 1 | $ (1) | ||||||||
Foreign currency translation | 139 | 139 | |||||||||
Stock based compensation | 2,382 | 2,382 | |||||||||
Net loss | (2,352) | (2,352) | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 21,222,929 | 2,993,136 | |||||||||
Ending balance at Sep. 30, 2020 | 313,139 | $ 21 | $ 3 | 342,633 | 61 | (29,579) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 13,995 | ||||||||||
Exercises of vested stock options | 149 | 149 | |||||||||
Vesting of restricted stock units (in shares) | 17,424 | ||||||||||
Equity awards withheld for tax liability (in shares) | (1,749) | ||||||||||
Equity awards withheld for tax liability | (273) | (273) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 497,011 | (497,011) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | (1) | $ (1) | |||||||||
Equity consideration for Voxbone acquisition (in shares) | 663,394 | ||||||||||
Equity consideration for Voxbone acquisition | 106,380 | $ 1 | 106,379 | ||||||||
Foreign currency translation | 27,880 | 27,880 | |||||||||
Stock based compensation | 2,575 | 2,575 | |||||||||
Net loss | (19,926) | (19,926) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 22,413,004 | 2,496,125 | 22,413,004 | 2,496,125 | |||||||
Ending balance at Dec. 31, 2020 | 429,923 | $ 22 | $ 2 | 451,463 | 27,941 | (49,505) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of debt conversion option | 66,908 | 66,908 | |||||||||
Debt conversion option issuance costs, net of tax | (2,049) | (2,049) | |||||||||
Capped call option purchase price | (25,500) | (25,500) | |||||||||
Exercises of vested stock options (in shares) | 57,817 | ||||||||||
Exercises of vested stock options | 753 | 753 | |||||||||
Vesting of restricted stock units (in shares) | 141,707 | ||||||||||
Equity awards withheld for tax liability (in shares) | (19,879) | ||||||||||
Equity awards withheld for tax liability | (3,187) | (3,187) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 280,955 | (280,955) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | $ 1 | $ 1 | |||||||||
Foreign currency translation | (23,185) | (23,185) | |||||||||
Stock based compensation | 4,390 | 4,390 | |||||||||
Net loss | (5,316) | (5,316) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 22,873,604 | 2,215,170 | 22,873,604 | 2,215,170 | |||||||
Ending balance at Mar. 31, 2021 | $ 442,738 | $ 23 | $ 2 | $ 492,778 | $ 4,756 | $ (54,821) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (5,316) | $ (19,926) | $ (20,641) | $ (1,058) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | ||||
Depreciation and amortization | 9,043 | 3,298 | ||
Right-of-use asset amortization | 1,347 | 1,158 | ||
Amortization of debt discount and issuance costs | 5,186 | 1,753 | ||
Stock-based compensation | 4,390 | 2,499 | ||
Deferred taxes | (1,095) | (2,337) | ||
Loss on disposal of property and equipment | 201 | 233 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net of allowances | 3,530 | (6,899) | ||
Prepaid expenses and other assets | 925 | (991) | ||
Deferred costs | (352) | (396) | ||
Accounts payable | 1,387 | 304 | ||
Accrued expenses and other liabilities | (6,913) | (4,991) | ||
Deferred revenue and advanced billings | (953) | 1,105 | ||
Operating right-of-use liability | (1,371) | (1,285) | ||
Net cash (used in) provided by operating activities | 10,009 | (7,607) | ||
Cash flows from investing activities | ||||
Purchase of property and equipment | (6,781) | (3,638) | ||
Capitalized software development costs | (1,103) | (790) | ||
Proceeds from sales and maturities of other investments | 30,000 | 0 | ||
Net cash (used in) provided by investing activities | 22,116 | (4,428) | ||
Cash flows from financing activities | ||||
Payments on finance leases | (44) | 0 | ||
Proceeds from issuance of convertible senior notes | 250,000 | 400,000 | ||
Payment of debt issuance costs | (7,000) | (11,048) | ||
Purchase of capped call | (25,500) | (43,320) | ||
Proceeds from exercises of stock options | 738 | 244 | ||
Value of equity awards withheld for tax liabilities | (2,900) | (960) | ||
Net cash provided by financing activities | 215,294 | 344,916 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 402 | (25) | ||
Net increase in cash, cash equivalents, and restricted cash | 247,821 | 332,856 | ||
Cash, cash equivalents, and restricted cash, beginning of period | 81,437 | $ 517,860 | 185,004 | |
Cash, cash equivalents, and restricted cash, end of period | 329,258 | $ 81,437 | 517,860 | |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 525 | 0 | ||
Cash refunded for taxes | (394) | (229) | ||
Supplemental disclosure of noncash investing and financing activities | ||||
Purchase of property and equipment, accrued but not paid | 1,780 | 2,595 | ||
Equity awards withheld for tax liabilities, accrued but not paid | 531 | 238 | ||
Payment of debt issuance costs, accrued but unpaid | $ 659 | $ 875 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Bandwidth Inc. (together with its subsidiaries, “Bandwidth” or the “Company”) was founded in July 2000 and incorporated in Delaware on March 29, 2001. The Company’s headquarters are located in Raleigh, North Carolina. The Company is an international cloud-based, software-powered communications platform-as-a-service (“CPaaS”) provider that enables enterprises to create, scale and operate voice or messaging communications services across any mobile application or connected device. The Company has two operating and reportable segments, CPaaS and Other. CPaaS revenue is derived from usage and monthly services fees charged for usage of Voice, Messaging, 911 and Phone Numbers solutions through the Company’s proprietary CPaaS software application programming interfaces. Other revenue consists of fees charged for services provided such as: SIP trunking, data resale, and a hosted Voice-over Internet Protocol (“VoIP”). The Other segment also includes revenue from traffic generated by other carriers, SMS registration fees and other miscellaneous product lines. On November 2, 2020, the Company acquired all of the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares of Voice Topco through a Share Purchase Agreement. Voice Topco directly or indirectly held all of the issued and outstanding shares of Voxbone S.A., which (with its subsidiaries) was the operating subsidiary of Voice Topco (“Voxbone)”. The transaction was valued at €446 million. As consideration for the Share Purchase, the Company (i) paid the selling stockholders approximately $400 million (or approximately €338 million based on prevailing exchange rates at the close of business on October 9, 2020) at the Closing and (ii) issued to the selling stockholders at the Closing shares of the Company’s Class A common stock, with an aggregate value of approximately €108 million (or approximately $128 million based on prevailing exchange rates at the close of business on October 9, 2020). Due to the timing and magnitude of the transaction and multi-jurisdictional nature of the net assets acquired, initial accounting for the acquisition is not complete, and further measurement adjustments may occur in fiscal year 2021. The Company will reflect measurement period adjustments in the period in which the adjustments are determined. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. Principles of Consolidation The condensed consolidated financial statements include the accounts of Bandwidth Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported in these financial statements and accompanying notes. These estimates in the condensed consolidated financial statements include, but are not limited to, allowance for doubtful accounts, reserve for expected credit losses, reserve for sales credits, recoverability of long lived and intangible assets, fair value of acquired intangible assets and goodwill, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability and equity components of the Company’s Convertible Notes (as defined herein), estimated period of benefit, valuation allowances on deferred tax assets, certain accrued expenses and contingencies, economic and demographic actuarial assumptions related to pension and other postretirement benefit costs and liabilities, estimated cash flows on asset retirement obligation. Although the Company believes that the estimates it uses are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates. Cash and Cash Equivalents The Company classifies all highly liquid investments with original stated maturities of three months or less from the date of purchase as cash equivalents and all highly liquid investments with original stated maturities of greater than three months from the date of purchase as current marketable securities, with the exception of time deposits which are classified as other investments. Cash deposits are primarily in financial institutions in the United States. However, cash for monthly operating costs of international operations are deposited in banks outside the United States. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating. The Company utilizes money market funds as an investment option and only invests in AAA rated funds. Restricted Cash Restricted cash consists primarily of the holdback amount remaining to be paid to the selling stockholders of Voxbone, employee withholding tax liability and employee benefits contributions not yet remitted. The Company has classified this asset as a short-term asset in order to match the expected period of restriction. Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that allowances of approximately $1,203 and $1,218 for uncollectible accounts and customer balances that are disputed were required as of December 31, 2020 and March 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of December 31, 2020 and March 31, 2021. The Company includes unbilled receivables in its accounts receivable balance. Generally, these receivables represent services provided to customers, which will be billed in the next billing cycle. All amounts are considered collectible and billable. As of December 31, 2020 and March 31, 2021, unbilled receivables were $27,692 and $28,490, respectively. Concentration of Credit Risk Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents, other investments and trade accounts receivable. Cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances. With regard to customers, credit evaluation and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond amounts provided for by the allowance for doubtful accounts are inherent in accounts receivable. As of December 31, 2020, one individual customer represented approximately 11% of the Company’s accounts receivable, net of allowance for doubtful accounts. As of March 31, 2021, one individual customer represented approximately 12% of the Company’s accounts receivable, net of allowance for doubtful accounts. For the three months ended March 31, 2020 and 2021, no individual customer represented more than 10% of the Company’s total revenue. Debt Issuance Costs The Company incurs debt issuance costs associated with obtaining and entering into credit agreements, including the issuances of convertible notes. These costs customarily include non-refundable structuring fees, commitment fees, up-front fees and syndication expenses. The Company has a policy of deferring and amortizing these costs based on the effective interest method over the term of the credit agreements. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on a prospective basis, which did not have a material impact on the Company’s financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the effect of adopting this new accounting guidance on its financial statements and earnings per share calculations, but does not intend to early adopt. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The carrying amounts of cash and cash equivalents, other investments, accounts receivable, accounts payable and accrued expenses approximate fair value as of December 31, 2020 and March 31, 2021 because of the relatively short duration of these instruments. The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the assets measured at fair value as of December 31, 2020 and March 31, 2021: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents: Money market account $ 57,517 $ — $ — $ 57,517 Other investments: Time deposits 40,000 — — 40,000 Total financial assets $ 97,517 $ — $ — $ 97,517 Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents: Money market account $ 283,504 $ — $ — $ 283,504 Time deposits 15,000 — — 15,000 Total included in cash and cash equivalents 298,504 — — 298,504 Other investments: Time deposits 10,000 — — 10,000 Total financial assets $ 308,504 $ — $ — $ 308,504 As of March 31, 2021, the fair value of the 2026 and 2028 Convertible Notes, as further described in Note 8, “Debt”, was approximately $609,698 and $245,206, respectively. The fair value was determined based on the closing price for the Convertible Notes on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2021 | |
Financial Statement Components [Abstract] | |
Financial Statement Components | 4. Financial Statement Components Accounts receivable, net of allowances consist of the following: As of December 31, As of March 31, 2020 2021 Trade accounts receivable $ 26,504 $ 22,591 Unbilled accounts receivable 27,692 28,490 Allowance for doubtful accounts and reserve for expected credit losses (1,203) (1,218) Other accounts receivable 2,250 1,595 Total accounts receivable, net $ 55,243 $ 51,458 Components of allowance for doubtful accounts and reserve for expected credit losses are as follows: Three months ended March 31, 2020 2021 Allowance for doubtful accounts: Balance, beginning of period $ (769) $ (1,203) Charged to bad debt expense (189) (48) Deductions (1) 75 10 Impact of foreign currency translation — 23 Balance, end of period $ (883) $ (1,218) ________________________ (1) Write off of uncollectible accounts after all collection efforts have been exhausted. Accrued expenses and other current liabilities consisted of the following: As of December 31, As of March 31, 2020 2021 Accrued expense $ 31,549 $ 32,476 Accrued compensation and benefits 19,534 11,531 Accrued sales, use, VAT and telecommunications related taxes 9,142 9,114 Other accrued expenses 2,657 2,588 Current portion of finance lease 183 175 Total accrued expenses and other current liabilities $ 63,065 $ 55,884 |
Right-of-Use Asset and Lease Li
Right-of-Use Asset and Lease Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Right-of-Use Asset and Lease Liabilities | 5. Right-of-Use Asset and Lease Liabilities Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense attributable to lease payments is recognized on a straight-line basis over the lease term and is included in cost of sales and selling, general, and administrative expense on the Company’s condensed consolidated statements of operations. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method. Depreciation expense attributable to finance leases is included in cost of sales on the Company’s condensed consolidated statements of operations. The Company presents the operating leases in long- term assets and current and long-term liabilities in the accompanying condensed consolidated balance sheets. Finance leases are reported in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company’s condensed consolidated balance sheets. The Company sub-leases approximately 17,073 square feet of office space to a related party, Republic Wireless, Inc. ( “ Republic ” ). Future minimum sub-lease receipts required under the non-cancellable lease are as follows: As of March 31, 2021 2021 (remaining) $ 345 2022 249 $ 594 As of March 31, 2021, the Company had various leased properties in the United States and internationally, with remaining lease terms of eight months to 5.75 years, some of which include options to extend the leases for up to 5 years. None of the options to extend the leases are recognized in operating lease ROU assets or lease liabilities. The Company has one lease with an early-termination option, which it does not expect to exercise. The components of lease expense recorded in the condensed consolidated statement of operations were as follows: Three months ended March 31, 2020 2021 Operating lease cost $ 1,461 $ 1,614 Finance lease cost: Depreciation of assets — 47 Sublease income (1) (96) (96) Total net lease cost $ 1,365 $ 1,565 ________________________ (1) See Note 15, “Related Parties” to these condensed consolidated financial statements, for additional details on sublease income. During the three months ended March 31, 2020 and 2021, short-term operating lease expense were $0 and $345, respectively. Supplemental balance sheet information related to leases was as follows: As of December 31, As of March 31, Leases Classification 2020 2021 Assets: Operating lease assets Operating right-of-use asset, net (1) $ 19,491 $ 18,008 Finance lease assets Property and equipment, net (2) 464 428 Total leased assets $ 19,955 $ 18,436 Liabilities: Current Operating Operating lease liability, current $ 5,515 $ 5,594 Finance Accrued expenses and other current liabilities 183 175 Non-current Operating Operating lease liability, net of current portion 17,202 15,609 Finance Other liabilities 282 258 Total lease liabilities $ 23,182 $ 21,636 ________________________ (1) Operating lease assets are recorded net of accumulated amortization of $9,083 and $10,435 as of December 31, 2020 and March 31, 2021, respectively. (2) Finance lease assets are recorded net of accumulated depreciation of $28 and $74 as of December 31, 2020 and March 31, 2021, respectively. Supplemental cash flow and other information related to leases was as follows: Three months ended March 31, 2020 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,285 $ 1,371 Financing cash flows from finance leases — 44 $ 1,285 $ 1,415 Weighted average remaining lease term (in years) Operating leases 4.11 3.53 Finance leases — 2.86 Weighted average discount rate Operating leases 4.99 % 4.81 % Finance leases — % 4.00 % Maturities of operating lease liabilities were as follows: As of March 31, 2021 2021 (remaining) $ 4,756 2022 6,736 2023 6,593 2024 2,670 2025 1,648 Thereafter 718 Total lease payments 23,121 Less: imputed interest (1,918) Total lease obligations 21,203 Less: current obligations (5,594) Long-term lease obligations $ 15,609 Maturities of financing lease liabilities were as follows: As of March 31, 2021 2021 (remaining) $ 147 2022 148 2023 97 2024 61 2025 4 Total lease payments 457 Less: imputed interest (24) Total lease obligations 433 Less: current obligations (175) Long-term lease obligations $ 258 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment, net consisted of the following: As of December 31, As of March 31, 2020 2021 Furniture and fixtures $ 2,341 $ 2,348 Computer and office equipment 4,077 4,190 Telecommunications equipment 60,651 61,753 Leasehold improvements 6,285 6,280 Software 3,901 4,877 Internal-use software development 19,968 20,884 Automobile 502 512 Total cost 97,725 100,844 Less—accumulated depreciation (46,080) (50,184) Total property and equipment, net $ 51,645 $ 50,660 The Company capitalized $790 and $1,103 of software development costs for the three months ended March 31, 2020 and 2021, respectively. Amortization expense related to capitalized software development costs were $582 and $420 for the three months ended March 31, 2020 and 2021, respectively. As of March 31, 2021, unamortized implementation costs related to cloud computing arrangements are $533, of which $140 are included in prepaid expenses and other current assets and $393 are included in other long-term assets. The Company leases automobiles under leases accounted for as finance leases with expiration dates ranging from December 31, 2021 to April 30, 2025. As of March 31, 2021, cost and accumulated depreciation of the assets under finance leases recorded by the Company were $502 and $74, respectively. The Company recognized depreciation expense, which includes amortization of capitalized software development costs, as follows: Three months ended March 31, 2020 2021 Cost of revenue $ 2,334 $ 3,033 Research and development 115 240 Sales and marketing 29 29 General and administrative 690 874 Total depreciation expense $ 3,168 $ 4,176 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets, net consisted of the following as of December 31, 2020: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,111) $ 5,285 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquistion and other intangible assets 15,093 (9,044) 6,049 Voxbone acquistion: Customer relationships 156,559 (1,739) 154,820 15 Developed technology 88,664 (1,478) 87,186 10 Total Voxbone acquisition 245,223 (3,217) 242,006 Total intangible assets, net $ 260,316 $ (12,261) $ 248,055 Intangible assets, net consisted of the following as of March 31, 2021: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,241) $ 5,155 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquisition and other intangible assets 15,093 (9,174) 5,919 Voxbone acquisition: Customer relationships 149,764 (4,161) 145,603 15 Developed technology 84,816 (3,534) 81,282 10 Total Voxbone acquisition 234,580 (7,695) 226,885 Total intangibles, net $ 249,673 $ (16,869) $ 232,804 Amortization expense for definite lived intangible assets was $130 and $4,867 for the three months ended March 31, 2020 and 2021, respectively. The remaining weighted average amortization period for definite lived intangible assets is 13 years. Future estimated amortization expense for definite lived intangible assets is as follows: As of March 31, 2021 2021 (remaining) $ 14,239 2022 18,986 2023 18,986 2024 18,986 2025 18,986 Thereafter 141,857 $ 232,040 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Revolving Loan On March 10, 2021, the Company entered into a waiver agreement with respect to its revolving loan (the “Credit Facility”) with KeyBank National Association and Pacific Western Bank (the “Lenders”), which provides for consent to accommodate the issuance of the 2028 Convertible Notes and entry into the 2028 Capped Calls (as defined below). As of December 31, 2020, unamortized debt issuance costs were $83, of which $74 were in included in prepaid expenses and other current assets and $9 were included in other long-term assets. As of March 31, 2021, the outstanding debt issuance costs are $64, which are included in prepaid expenses and other current assets. As of December 31, 2020 and March 31, 2021, the Company had $0 outstanding on the Credit Facility and was in compliance with all financial and non-financial covenants for all periods presented. The available borrowing capacity under the Credit Facility was $25,000 as of March 31, 2021. The Convertible Notes, described below, are effectively subordinate to the Company’s existing and future senior secured indebtedness including the Company’s $25,000 Credit Facility, to the extent of the value of the collateral securing that indebtedness. The Convertible notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s existing and future senior unsecured indebtedness, senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Convertible Notes and the Convertible Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and preferred equity, if any, of the Company’s subsidiaries. Convertible Senior Notes and Capped Call Transactions 2026 Convertible Notes On February 28, 2020, the Company issued $400,000 aggregate principal amount of 0.25% Convertible Notes due March 1, 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “2026 Convertible Notes,” and together with the 2028 Convertible Notes, the “Convertible Notes”). The interest on the 2026 Convertible Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The 2026 Convertible Notes may bear special interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the indenture governing the 2026 Convertible Notes (the “2026 Indenture”) or if the 2026 Convertible Notes are not freely tradeable as required by the 2026 Indenture. The 2026 Convertible Notes will mature on March 1, 2026, unless earlier repurchased, redeemed by the Company, or converted pursuant to their terms. The total net proceeds from the 2026 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2026 Capped Calls, and debt issuance costs, paid by the Company, were approximately $344,722. Each $1 principal amount of the 2026 Convertible Notes is initially convertible into 10.9857 shares of the Company's Class A common stock, par value $0.001 per share, which is equivalent to an initial conversion price of approximately $91.03 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2026 Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Convertible Notes in connection with such make-whole fundamental change or during the relevant redemption period. The 2026 Convertible Notes will be redeemable in whole or in part at the Company's option on or after March 6, 2023, but before the 40th scheduled trading day before the maturity date, at a cash redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the redemption notices were sent; and the trading day immediately before such notices were sent. Prior to the close of business on the business day immediately preceding September 1, 2025, the 2026 Convertible Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company's Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1 principal amount of 2026 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company's Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on its Class A common stock; and (4) if the Company calls such 2026 Convertible Notes for redemption. On or after September 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2026 Convertible Notes may, at their option, convert all or a portion of their 2026 Convertible Notes regardless of the foregoing conditions. During the three months ended March 31, 2021, the conditional conversion feature of the 2026 Convertible Notes was triggered as the last reported sale price of the Company's Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on or after June 30, 2020 (the last trading day of the calendar quarter), and therefore the 2026 Convertible Notes were convertible, in whole or in part, at the option of the holders between July 1, 2020 through March 31, 2021. Whether the 2026 Convertible Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. The Company continues to classify the 2026 Convertible Notes as a long-term liability in its condensed consolidated balance sheet as of March 31, 2021, based on contractual settlement provisions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company's election. It is the Company's current intent to settle the principal amount of the 2026 Convertible Notes with cash. No sinking fund is provided for the 2026 Convertible Notes. Upon the occurrence of a fundamental change (as defined in the 2026 Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2026 Convertible Notes for cash at a price equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2026 Convertible Notes, the Company separated the 2026 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $125,160 and was determined by deducting the fair value of the liability component from the par value of the 2026 Convertible Notes. The difference represents the debt discount that is amortized to interest expense at an effective interest rate of 6.763% over the term of the 2026 Convertible Notes. The carrying amount of the equity component was $57,491 and is recorded in additional paid-in-capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an annual effective interest rate of 6.807% over the contractual terms of the 2026 Convertible Notes. In accounting for the transaction costs related to the 2026 Convertible Notes, the Company allocated the total amount incurred to the liability and equity components of the 2026 Convertible Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $8,217, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual terms of the 2026 Convertible Notes. Issuance costs attributable to the equity component of $3,742 were netted with the equity component in stockholders’ equity. 2028 Convertible Notes On March 16, 2021, the Company issued $250,000 aggregate principal amount of 0.50% Convertible Notes due April 1, 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “2028 Convertible Notes”). The interest on the 2028 Convertible Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The 2028 Convertible Notes may bear special interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the indenture governing the 2028 Convertible Notes (the “2028 Indenture”) or if the 2028 Convertible Notes are not freely tradeable as required by the 2028 Indenture. The 2028 Convertible Notes will mature on April 1, 2028, unless earlier repurchased, redeemed by the Company, or converted pursuant to their terms. The total net proceeds from the 2028 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2028 Capped Calls, and debt issuance costs, paid by the Company, were approximately $216,845. Each $1 principal amount of the 2028 Convertible Notes is initially convertible into 5.5781 shares of the Company's Class A common stock, par value $0.001 per share, which is equivalent to an initial conversion price of approximately $179.27 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2028 Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2028 Convertible Notes in connection with such make-whole fundamental change or during the relevant redemption period. The 2028 Convertible Notes will be redeemable in whole or in part at the Company's option on or after April 6, 2025, but before the 40th scheduled trading day before the maturity date, at a cash redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the redemption notices were sent; and the trading day immediately before such notices were sent. On or after April 6, 2025 until the close of business on the scheduled trading day immediately preceding the maturity date, the 2028 Convertible Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price per share of the Company's Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1 principal amount of 2028 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company's Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on its Class A common stock; and (4) if the Company calls such 2028 Convertible Notes for redemption. On or after October 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2028 Convertible Notes may, at their option, convert all or a portion of their Convertible Notes regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company's election. It is the Company's current intent to settle the principal amount of the 2028 Convertible Notes with cash. No sinking fund is provided for the 2028 Convertible Notes. Upon the occurrence of a fundamental change (as defined in the 2028 Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2028 Convertible Notes for cash at a price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2028 Convertible Notes, the Company separated the 2028 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $66,908 and was determined by deducting the fair value of the liability component from the par value of the 2028 Convertible Notes. The difference represents the debt discount that is amortized to interest expense at an effective interest rate of 5.125% over the term of the 2028 Convertible Notes. The carrying amount of the equity component was $39,359 and is recorded in additional paid-in-capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an annual effective interest rate of 4.966% over the contractual terms of the 2028 Convertible Notes. In accounting for the transaction costs related to the 2028 Convertible Notes, the Company allocated the total amount incurred to the liability and equity components of the 2028 Convertible Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $5,607, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual terms of the 2028 Convertible Notes. Issuance costs attributable to the equity component of $2,049 were netted with the equity component in stockholders’ equity. The net carrying amount of the liability components of the 2026 and 2028 Convertible Notes were as follows: As of December 31, As of March 31, 2020 2021 2026 Convertible Notes: Principal $ 400,000 $ 400,000 Unamortized discount (110,546) (106,036) Unamortized debt issuance costs (7,258) (6,962) 2026 Convertible Notes net carrying amount 282,196 287,002 2028 Convertible Notes: Principal — 250,000 Unamortized discount — (66,575) Unamortized debt issuance costs — (5,579) 2028 Convertible Notes net carrying amount — 177,846 Total net carrying amount $ 282,196 $ 464,848 The net carrying amount of the equity components of the 2026 and 2028 Convertible Notes were as follows: As of December 31, As of March 31, 2020 2021 2026 Convertible Notes: Proceeds allocated to the conversion options (debt discount) $ 125,152 $ 125,152 Issuance costs (3,742) (3,742) 2026 Convertible Notes net carrying amount 121,410 121,410 2028 Convertible Notes: Proceeds allocated to the conversion options (debt discount) — 66,908 Issuance costs — (2,049) 2028 Convertible Notes net carrying amount — 64,859 Total net carrying amount $ 121,410 $ 186,269 The following table sets forth the interest expense recognized related to the 2026 and 2028 Convertible Notes: Three months ended March 31, 2020 2021 2026 Convertible Notes: Contractual interest expense $ 96 $ 250 Amortization of debt discount 1,629 4,510 Amortization of debt issuance costs 106 296 Total interest expense related to the 2026 Convertible Notes 1,831 5,056 2028 Convertible Notes: Contractual interest expense — 52 Amortization of debt discount — 333 Amortization of debt issuance costs — 28 Total interest expense related to the 2028 Convertible Notes — 413 Total interest expense $ 1,831 $ 5,469 In connection with the offering of the 2026 and the 2028 Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “2026 Capped Calls” and the “2028 Capped Calls,” respectively, and collectively, the “Capped Calls”). The 2026 Capped Calls and the 2028 Capped Calls each have an initial strike price of approximately $91.03 and $179.27 per share, respectively, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 and the 2028 Convertible Notes. The 2026 Capped Calls and the 2028 Capped Calls have initial cap prices of $137.40 and $260.76 per share subject to certain adjustments, respectively. The 2026 Capped Calls and the 2028 Capped Calls cover, subject to anti-dilution adjustments, approximately 4,394,276 and 1,917,472 shares of Class A common stock for the 2026 Convertible Notes and 2028 Convertible Notes, respectively. The Capped Calls are generally intended to reduce or offset the potential dilution to the Class A common stock upon any conversion of the 2026 Convertible Notes and 2028 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Capped Calls expire on the earlier of (i) the last day on which any convertible securities remain outstanding and (ii) March 1, 2026 for the 2026 Capped Calls and April 1, 2028 for the 2028 Capped Calls, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, insolvency filings, and hedging disruptions. The Capped Call transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $43,320 and $25,500 incurred to purchase the 2026 Capped Calls and the 2028 Capped Calls, respectively, was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheets. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 9. Segment and Geographic Information The Company has two reportable segments, CPaaS and Other. Segments are primarily evaluated based on revenue and gross profit. The Company does not allocate operating expenses, interest expense or income tax expense to its segments. Accordingly, the Company does not report such information. Additionally, the Chief Operating Decision Maker does not evaluate the Company’s operating segments using discrete asset information. The segments share the majority of the Company’s assets. Therefore, no segment asset information is reported. Three months ended March 31, 2020 2021 CPaaS Revenue $ 59,121 $ 100,146 Cost of revenue 31,892 53,681 Gross profit $ 27,229 $ 46,465 Other Revenue $ 9,397 $ 13,333 Cost of revenue 4,467 7,647 Gross profit $ 4,930 $ 5,686 Consolidated Revenue $ 68,518 $ 113,479 Cost of revenue 36,359 61,328 Gross profit $ 32,159 $ 52,151 The Company’s long-lived assets were primarily held in the United States as of December 31, 2020 and March 31, 2021. As of December 31, 2020 and March 31, 2021, long-lived assets held outside of the United States were $11,249 and $10,537, respectively. The Company generates its revenue primarily in the United States. Revenue by geographic area is detailed in the table below (which is determined based on the customer billing address): Three months ended March 31, 2020 2021 CPaaS United States $ 57,398 $ 88,862 International 1,723 11,284 Total $ 59,121 $ 100,146 Other United States $ 9,125 $ 11,936 International 272 1,397 Total $ 9,397 $ 13,333 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Preferred Stock As of December 31, 2020 and March 31, 2021, the Company had authorized 10,000,000 shares of undesignated preferred stock, par value $0.001, of which no shares were issued and outstanding. Common Stock As of December 31, 2020 and March 31, 2021, the Company had authorized 100,000,000 shares of Class A common stock, par value $0.001 per share, with one vote per share and 20,000,000 shares of Class B common stock, par value $0.001 per share, with ten votes per share. As of December 31, 2020, 22,413,004 and 2,496,125 shares of Class A common stock and Class B common stock, respectively, were issued and outstanding. As of March 31, 2021, 22,873,604 and 2,215,170 shares of Class A common stock and Class B common stock, respectively, were issued and outstanding. Shares of Class B common stock are convertible into shares of Class A common stock upon the stockholder’s voluntary written notice to the Company’s transfer agent or a transfer by the stockholder, subject to limited exceptions for transfers for estate planning purposes. Reserved Shares The Company had reserved shares of Class A common stock for issuance under stock-based award agreements as follows: As of December 31, As of March 31, 2020 2021 Stock options issued and outstanding 255,000 196,433 Nonvested restricted stock units issued and outstanding 450,614 405,875 Stock-based awards available for grant under the 2017 Plan 2,020,342 3,044,024 2,725,956 3,646,332 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 11. Stock Based Compensation 2010 Stock Option Plan As of July 26, 2010, the Company adopted the 2010 Equity Compensation Plan (the “2010 Plan”). On November 9, 2017, the 2010 Plan was terminated in connection with the Company’s initial public offering. Accordingly, no shares are available for future issuance under the 2010 Plan. However, the 2010 Plan continues to govern the terms and conditions of the outstanding awards granted thereunder. 2017 Incentive Award Plan The Company’s 2017 Incentive Award Plan (the “2017 Plan”) became effective on November 9, 2017. The 2017 Plan provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards to employees, consultants and directors of the Company. A total of 1,050,000 shares of the Company’s Class A common stock were originally reserved for issuance under the 2017 Plan. These available shares automatically increase each January 1, beginning on January 1, 2018, by 5% of the number of shares of the Company’s Class A common stock outstanding on the final day of the immediately preceding calendar year. On January 1, 2021, the shares available for grant under the 2017 Plan were automatically increased by 1,120,650 shares. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options vest based on terms of the stock option agreements, which is generally over four years. The stock options have a contractual life of ten years. Restricted stock units (“RSUs”) granted under the 2017 Plan are generally subject to a time-based vesting condition. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period. The Company granted RSUs to its non-employee members of the Board of Directors, some of which vested immediately while others vest 25% as of each calendar quarter immediately following the grant date. Certain RSUs awarded to executives vest over four years with 50% vesting in the first year in 12.5% increments on each calendar quarter immediately following the grant date and the remaining 50% earned over years two, three and four. Other RSUs awarded to executives and employees generally are earned over a service period of four years. Stock Options The following summarizes the stock option activity for the periods presented: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 255,000 $ 10.82 4.42 $ 36,426 Granted — — Exercised (57,817) 13.02 7,697 Forfeited or cancelled (750) 9.57 Outstanding as of March 31, 2021 196,433 $ 10.18 4.18 $ 22,897 Options vested and exercisable at March 31, 2021 170,100 $ 8.95 3.83 $ 20,035 Options vested and expected to vest as of March 31, 2021 195,810 $ 10.16 4.18 $ 22,828 Aggregate intrinsic value is computed based on the difference between the option exercise price and the fair value of the Company’s common stock as of March 31, 2021, based on the Company’s Class A common stock price as reported on the NASDAQ Global Select Market. No options were granted for the three months ended March 31, 2020 and 2021. The total estimated grant date fair value of options vested was $46, and $21 for the three months ended March 31, 2020 and 2021, respectively. As of March 31, 2021, total unrecognized compensation cost related to all non-vested stock options was $93, which will be amortized over a weighted-average period of 0.43 years. Restricted Stock Units The following summarizes the RSU activity for the periods presented: Number of awards outstanding Weighted-average grant date fair value (per share) Nonvested RSUs as of December 31, 2020 450,614 $ 51.58 Granted 113,664 153.90 Vested (141,707) 48.45 Forfeited or cancelled (16,696) 63.36 Nonvested RSUs as of March 31, 2021 405,875 $ 82.33 As of March 31, 2021, total unrecognized compensation cost related to non-vested RSUs was $31,023, which will be amortized over a weighted-average period of 3.10 years. Stock-Based Compensation Expense The Company recognized total stock-based compensation expense as follows: Three months ended March 31, 2020 2021 Cost of revenue $ 175 $ 72 Research and development 453 768 Sales and marketing 395 614 General and administrative 1,476 2,936 Total $ 2,499 $ 4,390 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Operating Leases The Company leases office space under operating lease agreements that expire over the next 5.75 years. See Note 5, “Right-of-Use Asset and Lease Liabilities” to the condensed consolidated financial statements, for additional details on the Company's operating lease commitments. Contractual Obligations On October 25, 2015, the Company entered into an agreement with a telecommunications service provider. The service agreement requires the Company to pay a monthly recurring charge associated with the services received. The service agreement is non-cancellable and contains annual minimum commitments. On August 1, 2020, the Company amended the agreement to require annual minimum commitments of $600 and $300 in 2021 and 2022, respectively. In addition, as of March 31, 2021, the Company has $14,386 in other non-cancellable purchase obligations, consisting of primarily network equipment maintenance and software license contracts, of which $8,519 will be fulfilled within one year. On May 16, 2020, the Company entered into an indemnity agreement with a development company (the “developer”) relating to predevelopment work for approximately 40 acres of vacant land in Raleigh, North Carolina, currently owned by the State of North Carolina (the “State”), upon which the Company intends to construct its office headquarters. The indemnity agreement requires the Company to reimburse the developer one-half of the predevelopment work expenses plus two-thirds of a near future amount to be incurred, to a maximum of $597, if certain conditions are not satisfied. As of March 31, 2021, all of the required conditions were satisfied. On June 15, 2020, the Company signed a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with the State regarding the proposed sale to Bandwidth of the approximately 40 acres of vacant land located at the southwest quadrant of Reedy Creek Road and Edwards Mill Road in Raleigh, North Carolina (the “Land”). The consideration for the proposed sale of the Land to Bandwidth is $30,000. As part of the purchase and Sale Agreement, the Company is obligated to provide and improve parking facilities for the use by the State of North Carolina which were previously located on the Land. The Purchase and Sale Agreement is subject to due diligence, approvals and other customary closing conditions. Legal Matters The Company is involved as a defendant in various litigation, including but not limited to lawsuits alleging that the Company failed to bill, collect and remit certain taxes and surcharges associated with the provision of 911 services pursuant to applicable laws in various jurisdictions. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans The Company sponsors a U.S. defined contribution 401(k), which allows eligible U.S.-based employees to defer a portion of their compensation. The Company, at its discretion, may make matching contributions. With the acquisition of Voxbone S.A. on November 1, 2020, the Company assumed sponsorship for Voxbone S.A.’s U.S. defined contribution 401(k). In connection with that acquisition, the Company also assumed sponsorship for a non-U.S. defined contribution plan for which they pay fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current or prior periods. The contributions are recognized as employee benefit expense when they are due. The Company made matching contributions for the defined contribution plans of $634, and $912 for the three months ended March 31, 2020 and 2021, respectively. In addition, as a result of the acquisition of Voxbone S.A., the Company assumed sponsorship for Voxbone S.A.’s non-U.S. defined benefit pension plans. The liability recognized in the Other liabilities line item of the balance sheet in respect to these plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of the plan assets. The defined benefit obligation is calculated annually by an independent actuary using the Projected Unit Credit Method. The Company reports the service cost component of net periodic benefit cost in the same line item as other compensation costs arising from the services rendered by the employee and records the other components of net periodic benefit cost in other expense, net. Net periodic benefit costs for the non-U.S. defined benefit pension plan were $0 and $104 for the three months ended March 31, 2020 and 2021, respectively. Pretax amounts for net periodic benefit cost and other amounts for the defined benefit pension plans consisted of the following components: Three months ended March 31, 2021 Service cost $ 103 Interest cost 5 Return on plan assets (4) Net periodic pension cost 104 Total recognized in net periodic benefit cost $ 104 Defined benefit cost: Expected long-term rate of return on plan assets 0.50 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The effective income tax rate reflects the effect of federal and state income taxes and the permanent impacts of differences in book and tax accounting. The Company’s effective tax rate was 72.1% and 5.9% for the three months ended March 31, 2020 and 2021, respectively. The change in tax rate is primarily due to the valuation allowance recorded against U.S. deferred tax assets. The Company continues to maintain a valuation allowance for its U.S. federal and state net deferred tax assets. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. The Company’s effective tax rate for the three months ended March 31, 2021 is lower than the U.S. federal statutory rate of 21.0% primarily due to the valuation allowance recorded against U.S. deferred tax assets. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties On April 20, 2015, the Company created a wholly owned subsidiary, Republic, which was incorporated in Delaware. On November 30, 2016, the Company completed a pro-rata distribution of the common stock of Republic to its stockholders of record as of the close of business (the “Spin-Off”). In connection with the Spin-Off on November 30, 2016, the Company and Republic entered into certain agreements in order to govern the ongoing relationships between the two companies after the Spin-Off and to provide for an orderly transition. The agreements include a Transition Services Agreement, Facilities Sharing Agreement, Tax Sharing Agreement, and Master Services Agreement. The equity holders of Bandwidth pre-initial public offering are comprised of substantially the same individuals and entities that are the equity owners of Republic. The Company has determined the equity owners of Republic are related parties of Bandwidth. The Company has certain involvement with Republic via ongoing services arrangements, with these ongoing services arrangements creating a variable interest in Republic. The Company assessed the relationship with Republic under guidance for variable interest entities (“VIE”). Because investors in Republic have disproportionate voting rights, the Company concluded that Republic is a VIE, but Bandwidth is not a primary beneficiary. The Company’s maximum exposure to loss relating to this VIE is limited to amounts due under the service agreements between the Company and Republic. For the three months ended March 31, 2020 and 2021, the Company recorded a reduction of rent expense under the Facilities Sharing Agreement of $96, which is included in general and administrative expenses in the condensed consolidated statements of operations. No amounts were due to the Company under the Facilities Sharing Agreement as of December 31, 2020 and March 31, 2021. The Tax Sharing Agreement governs rights and obligations after the Spin-Off regarding income taxes and other taxes, including tax liabilities and benefits, attributes, returns and contests. There were no amounts outstanding or payable under this agreement as of December 31, 2020 and March 31, 2021. The Master Services Agreement specifies certain wholesale telecommunications services to be provided by the Company. The agreement is cancellable at any time by either party. The Company provided telecommunication services to Republic of $533 and $487 for the three months ended March 31, 2020 and 2021, respectively. The Company recognized such amounts as revenue in the accompanying condensed consolidated statements of operations. As of December 31, 2020 and March 31, 2021, the Company had a receivable of $170 and $153, respectively, under the Master Services Agreement. On March 1, 2019, an amendment to the current Master Services Agreement was executed. Pursuant to the terms of the new agreement, Republic receives reduced pricing on its messaging services, effective April 1, 2019. All other terms and conditions of the existing agreement remain. On June 20, 2019, Republic executed a further amendment to the current Master Services Agreement. Pursuant to the terms of the June 20, 2019 amendment, Republic receives reduced pricing on its outbound voice services effective on June 20, 2019. Subsequent to the expiration of the 180-day IPO blackout window on May 9, 2018, Republic employees that held Bandwidth stock options began exercising their options. Upon exercise, Bandwidth withholds the employee tax amounts due from the proceeds. Bandwidth had collected on behalf of, and remitted withholding tax to, Republic of $308 and $344 for the three months ended March 31, 2020 and 2021, respectively. As of December 31, 2020 and March 31, 2021, the Company had no outstanding amounts due to Republic. On September 30, 2019, the Company entered into a services agreement with Republic. Pursuant to the terms of the new agreement, Republic receives services performed by the Company’s legal department, effective September 30, 2019. The Company is compensated by Republic for these services based on costs incurred by the Company. The Company received net compensation under this agreement of $31 and $6 for the three months ended March 31, 2020 and 2021, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations. As of December 31, 2020 and March 31, 2021, the Company had a receivable of $2 under this agreement. |
Basic and Diluted Loss per Comm
Basic and Diluted Loss per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Common Share | 16. Basic and Diluted Loss per Common Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company is in a net loss position for the three months ended March 31, 2020 and 2021 and therefore diluted shares equals basic shares. The components of basic and diluted loss per share are as follows: Three months ended March 31, 2020 2021 Earnings per share Net income (loss) $ (1,058) $ (5,316) Less: net income allocated to participating securities — — Net loss attributable to common stockholders $ (1,058) $ (5,316) Net loss per share: Basic $ (0.04) $ (0.21) Diluted $ (0.04) $ (0.21) Weighted Average Number of Common Shares Outstanding Basic 23,563,569 25,015,948 Diluted 23,563,569 25,015,948 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On May 3, 2021, Jeffrey A. Hoffman informed the Company that he has decided to step down as Chief Financial Officer of Bandwidth. Mr. Hoffman’s last day at Bandwidth will be August 31, 2021, and he has offered to work with the Company in an effort to ensure an orderly transition. Mr. Hoffman’s resignation is not due to any disagreement with Bandwidth, its board of directors or management, or any matter relating to the Company’s operations, policies or practices. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Bandwidth Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported in these financial statements and accompanying notes. These estimates in the condensed consolidated financial statements include, but are not limited to, allowance for doubtful accounts, reserve for expected credit losses, reserve for sales credits, recoverability of long lived and intangible assets, fair value of acquired intangible assets and goodwill, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability and equity components of the Company’s Convertible Notes (as defined herein), estimated period of benefit, valuation allowances on deferred tax assets, certain accrued expenses and contingencies, economic and demographic actuarial assumptions related to pension and other postretirement benefit costs and liabilities, estimated cash flows on asset retirement obligation. Although the Company believes that the estimates it uses are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents The Company classifies all highly liquid investments with original stated maturities of three months or less from the date of purchase as cash equivalents and all highly liquid investments with original stated maturities of greater than three months from the date of purchase as current marketable securities, with the exception of time deposits which are classified as other investments. Cash deposits are primarily in financial institutions in the United States. However, cash for monthly operating costs of international operations are deposited in banks outside the United States. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating. The Company utilizes money market funds as an investment option and only invests in AAA rated funds. Restricted Cash Restricted cash consists primarily of the holdback amount remaining to be paid to the selling stockholders of Voxbone, employee withholding tax liability and employee benefits contributions not yet remitted. The Company has classified this asset as a short-term asset in order to match the expected period of restriction. |
Accounts Receivable | Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that allowances of approximately $1,203 and $1,218 for uncollectible accounts and customer balances that are disputed were required as of December 31, 2020 and March 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of December 31, 2020 and March 31, 2021. The Company includes unbilled receivables in its accounts receivable balance. Generally, these receivables represent services provided to customers, which will be billed in the next billing cycle. All amounts are considered |
Current Expected Credit Losses | Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that allowances of approximately $1,203 and $1,218 for uncollectible accounts and customer balances that are disputed were required as of December 31, 2020 and March 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of December 31, 2020 and March 31, 2021. The Company includes unbilled receivables in its accounts receivable balance. Generally, these receivables represent services provided to customers, which will be billed in the next billing cycle. All amounts are considered |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents, other investments and trade accounts receivable. Cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances. |
Debt Issuance Costs | Debt Issuance CostsThe Company incurs debt issuance costs associated with obtaining and entering into credit agreements, including the issuances of convertible notes. These costs customarily include non-refundable structuring fees, commitment fees, up-front fees and syndication expenses. The Company has a policy of deferring and amortizing these costs based on the effective interest method over the term of the credit agreements. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on a prospective basis, which did not have a material impact on the Company’s financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the effect of adopting this new accounting guidance on its financial statements and earnings per share calculations, but does not intend to early adopt. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table summarizes the assets measured at fair value as of December 31, 2020 and March 31, 2021: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents: Money market account $ 57,517 $ — $ — $ 57,517 Other investments: Time deposits 40,000 — — 40,000 Total financial assets $ 97,517 $ — $ — $ 97,517 Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents: Money market account $ 283,504 $ — $ — $ 283,504 Time deposits 15,000 — — 15,000 Total included in cash and cash equivalents 298,504 — — 298,504 Other investments: Time deposits 10,000 — — 10,000 Total financial assets $ 308,504 $ — $ — $ 308,504 |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Statement Components [Abstract] | |
Schedule of Accounts Receivable, net, and Allowance for Doubtful Accounts | Accounts receivable, net of allowances consist of the following: As of December 31, As of March 31, 2020 2021 Trade accounts receivable $ 26,504 $ 22,591 Unbilled accounts receivable 27,692 28,490 Allowance for doubtful accounts and reserve for expected credit losses (1,203) (1,218) Other accounts receivable 2,250 1,595 Total accounts receivable, net $ 55,243 $ 51,458 Components of allowance for doubtful accounts and reserve for expected credit losses are as follows: Three months ended March 31, 2020 2021 Allowance for doubtful accounts: Balance, beginning of period $ (769) $ (1,203) Charged to bad debt expense (189) (48) Deductions (1) 75 10 Impact of foreign currency translation — 23 Balance, end of period $ (883) $ (1,218) ________________________ (1) Write off of uncollectible accounts after all collection efforts have been exhausted. |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of December 31, As of March 31, 2020 2021 Accrued expense $ 31,549 $ 32,476 Accrued compensation and benefits 19,534 11,531 Accrued sales, use, VAT and telecommunications related taxes 9,142 9,114 Other accrued expenses 2,657 2,588 Current portion of finance lease 183 175 Total accrued expenses and other current liabilities $ 63,065 $ 55,884 |
Right-of-Use Asset and Lease _2
Right-of-Use Asset and Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Receipts for Operating Lease | Future minimum sub-lease receipts required under the non-cancellable lease are as follows: As of March 31, 2021 2021 (remaining) $ 345 2022 249 $ 594 |
Components of Lease Expense | The components of lease expense recorded in the condensed consolidated statement of operations were as follows: Three months ended March 31, 2020 2021 Operating lease cost $ 1,461 $ 1,614 Finance lease cost: Depreciation of assets — 47 Sublease income (1) (96) (96) Total net lease cost $ 1,365 $ 1,565 ________________________ (1) See Note 15, “Related Parties” to these condensed consolidated financial statements, for additional details on sublease income. Supplemental cash flow and other information related to leases was as follows: Three months ended March 31, 2020 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,285 $ 1,371 Financing cash flows from finance leases — 44 $ 1,285 $ 1,415 Weighted average remaining lease term (in years) Operating leases 4.11 3.53 Finance leases — 2.86 Weighted average discount rate Operating leases 4.99 % 4.81 % Finance leases — % 4.00 % |
Supplemental Balance Sheet Lease Information | Supplemental balance sheet information related to leases was as follows: As of December 31, As of March 31, Leases Classification 2020 2021 Assets: Operating lease assets Operating right-of-use asset, net (1) $ 19,491 $ 18,008 Finance lease assets Property and equipment, net (2) 464 428 Total leased assets $ 19,955 $ 18,436 Liabilities: Current Operating Operating lease liability, current $ 5,515 $ 5,594 Finance Accrued expenses and other current liabilities 183 175 Non-current Operating Operating lease liability, net of current portion 17,202 15,609 Finance Other liabilities 282 258 Total lease liabilities $ 23,182 $ 21,636 ________________________ (1) Operating lease assets are recorded net of accumulated amortization of $9,083 and $10,435 as of December 31, 2020 and March 31, 2021, respectively. (2) Finance lease assets are recorded net of accumulated depreciation of $28 and $74 as of December 31, 2020 and March 31, 2021, respectively. |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows: As of March 31, 2021 2021 (remaining) $ 4,756 2022 6,736 2023 6,593 2024 2,670 2025 1,648 Thereafter 718 Total lease payments 23,121 Less: imputed interest (1,918) Total lease obligations 21,203 Less: current obligations (5,594) Long-term lease obligations $ 15,609 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of financing lease liabilities were as follows: As of March 31, 2021 2021 (remaining) $ 147 2022 148 2023 97 2024 61 2025 4 Total lease payments 457 Less: imputed interest (24) Total lease obligations 433 Less: current obligations (175) Long-term lease obligations $ 258 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: As of December 31, As of March 31, 2020 2021 Furniture and fixtures $ 2,341 $ 2,348 Computer and office equipment 4,077 4,190 Telecommunications equipment 60,651 61,753 Leasehold improvements 6,285 6,280 Software 3,901 4,877 Internal-use software development 19,968 20,884 Automobile 502 512 Total cost 97,725 100,844 Less—accumulated depreciation (46,080) (50,184) Total property and equipment, net $ 51,645 $ 50,660 |
Schedule of Depreciation Expense | The Company recognized depreciation expense, which includes amortization of capitalized software development costs, as follows: Three months ended March 31, 2020 2021 Cost of revenue $ 2,334 $ 3,033 Research and development 115 240 Sales and marketing 29 29 General and administrative 690 874 Total depreciation expense $ 3,168 $ 4,176 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets | Intangible assets, net consisted of the following as of December 31, 2020: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,111) $ 5,285 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquistion and other intangible assets 15,093 (9,044) 6,049 Voxbone acquistion: Customer relationships 156,559 (1,739) 154,820 15 Developed technology 88,664 (1,478) 87,186 10 Total Voxbone acquisition 245,223 (3,217) 242,006 Total intangible assets, net $ 260,316 $ (12,261) $ 248,055 Intangible assets, net consisted of the following as of March 31, 2021: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,241) $ 5,155 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquisition and other intangible assets 15,093 (9,174) 5,919 Voxbone acquisition: Customer relationships 149,764 (4,161) 145,603 15 Developed technology 84,816 (3,534) 81,282 10 Total Voxbone acquisition 234,580 (7,695) 226,885 Total intangibles, net $ 249,673 $ (16,869) $ 232,804 |
Schedule of Infinite Lived Intangible Assets | Intangible assets, net consisted of the following as of December 31, 2020: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,111) $ 5,285 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquistion and other intangible assets 15,093 (9,044) 6,049 Voxbone acquistion: Customer relationships 156,559 (1,739) 154,820 15 Developed technology 88,664 (1,478) 87,186 10 Total Voxbone acquisition 245,223 (3,217) 242,006 Total intangible assets, net $ 260,316 $ (12,261) $ 248,055 Intangible assets, net consisted of the following as of March 31, 2021: Gross Accumulated Net Carrying Amortization Dash acquisition and other intangibles: (Years) Customer relationships $ 10,396 $ (5,241) $ 5,155 20 Other, definite lived 3,933 (3,933) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total Dash acquisition and other intangible assets 15,093 (9,174) 5,919 Voxbone acquisition: Customer relationships 149,764 (4,161) 145,603 15 Developed technology 84,816 (3,534) 81,282 10 Total Voxbone acquisition 234,580 (7,695) 226,885 Total intangibles, net $ 249,673 $ (16,869) $ 232,804 |
Schedule of Future Estimated Amortization Expense | Future estimated amortization expense for definite lived intangible assets is as follows: As of March 31, 2021 2021 (remaining) $ 14,239 2022 18,986 2023 18,986 2024 18,986 2025 18,986 Thereafter 141,857 $ 232,040 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Net Carrying Amount of Liability and Equity Component of Notes | The net carrying amount of the liability components of the 2026 and 2028 Convertible Notes were as follows: As of December 31, As of March 31, 2020 2021 2026 Convertible Notes: Principal $ 400,000 $ 400,000 Unamortized discount (110,546) (106,036) Unamortized debt issuance costs (7,258) (6,962) 2026 Convertible Notes net carrying amount 282,196 287,002 2028 Convertible Notes: Principal — 250,000 Unamortized discount — (66,575) Unamortized debt issuance costs — (5,579) 2028 Convertible Notes net carrying amount — 177,846 Total net carrying amount $ 282,196 $ 464,848 The net carrying amount of the equity components of the 2026 and 2028 Convertible Notes were as follows: As of December 31, As of March 31, 2020 2021 2026 Convertible Notes: Proceeds allocated to the conversion options (debt discount) $ 125,152 $ 125,152 Issuance costs (3,742) (3,742) 2026 Convertible Notes net carrying amount 121,410 121,410 2028 Convertible Notes: Proceeds allocated to the conversion options (debt discount) — 66,908 Issuance costs — (2,049) 2028 Convertible Notes net carrying amount — 64,859 Total net carrying amount $ 121,410 $ 186,269 |
Interest Income and Interest Expense Disclosure | The following table sets forth the interest expense recognized related to the 2026 and 2028 Convertible Notes: Three months ended March 31, 2020 2021 2026 Convertible Notes: Contractual interest expense $ 96 $ 250 Amortization of debt discount 1,629 4,510 Amortization of debt issuance costs 106 296 Total interest expense related to the 2026 Convertible Notes 1,831 5,056 2028 Convertible Notes: Contractual interest expense — 52 Amortization of debt discount — 333 Amortization of debt issuance costs — 28 Total interest expense related to the 2028 Convertible Notes — 413 Total interest expense $ 1,831 $ 5,469 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three months ended March 31, 2020 2021 CPaaS Revenue $ 59,121 $ 100,146 Cost of revenue 31,892 53,681 Gross profit $ 27,229 $ 46,465 Other Revenue $ 9,397 $ 13,333 Cost of revenue 4,467 7,647 Gross profit $ 4,930 $ 5,686 Consolidated Revenue $ 68,518 $ 113,479 Cost of revenue 36,359 61,328 Gross profit $ 32,159 $ 52,151 |
Schedule of Revenue by Geographical Area | The Company generates its revenue primarily in the United States. Revenue by geographic area is detailed in the table below (which is determined based on the customer billing address): Three months ended March 31, 2020 2021 CPaaS United States $ 57,398 $ 88,862 International 1,723 11,284 Total $ 59,121 $ 100,146 Other United States $ 9,125 $ 11,936 International 272 1,397 Total $ 9,397 $ 13,333 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of Class A common stock for issuance under stock-based award agreements as follows: As of December 31, As of March 31, 2020 2021 Stock options issued and outstanding 255,000 196,433 Nonvested restricted stock units issued and outstanding 450,614 405,875 Stock-based awards available for grant under the 2017 Plan 2,020,342 3,044,024 2,725,956 3,646,332 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following summarizes the stock option activity for the periods presented: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 255,000 $ 10.82 4.42 $ 36,426 Granted — — Exercised (57,817) 13.02 7,697 Forfeited or cancelled (750) 9.57 Outstanding as of March 31, 2021 196,433 $ 10.18 4.18 $ 22,897 Options vested and exercisable at March 31, 2021 170,100 $ 8.95 3.83 $ 20,035 Options vested and expected to vest as of March 31, 2021 195,810 $ 10.16 4.18 $ 22,828 |
Summary of Restricted Stock Unit Activity | The following summarizes the RSU activity for the periods presented: Number of awards outstanding Weighted-average grant date fair value (per share) Nonvested RSUs as of December 31, 2020 450,614 $ 51.58 Granted 113,664 153.90 Vested (141,707) 48.45 Forfeited or cancelled (16,696) 63.36 Nonvested RSUs as of March 31, 2021 405,875 $ 82.33 |
Schedule of Stock-Based Compensation Expense | The Company recognized total stock-based compensation expense as follows: Three months ended March 31, 2020 2021 Cost of revenue $ 175 $ 72 Research and development 453 768 Sales and marketing 395 614 General and administrative 1,476 2,936 Total $ 2,499 $ 4,390 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Summary of Accumulated Benefit Obligation in Excess of Plan Assets | Pretax amounts for net periodic benefit cost and other amounts for the defined benefit pension plans consisted of the following components: Three months ended March 31, 2021 Service cost $ 103 Interest cost 5 Return on plan assets (4) Net periodic pension cost 104 Total recognized in net periodic benefit cost $ 104 Defined benefit cost: Expected long-term rate of return on plan assets 0.50 % |
Basic and Diluted Loss per Co_2
Basic and Diluted Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted loss per share are as follows: Three months ended March 31, 2020 2021 Earnings per share Net income (loss) $ (1,058) $ (5,316) Less: net income allocated to participating securities — — Net loss attributable to common stockholders $ (1,058) $ (5,316) Net loss per share: Basic $ (0.04) $ (0.21) Diluted $ (0.04) $ (0.21) Weighted Average Number of Common Shares Outstanding Basic 23,563,569 25,015,948 Diluted 23,563,569 25,015,948 |
Organization and Description _2
Organization and Description of Business (Details) € in Millions, $ in Millions | Nov. 02, 2020EUR (€) | Nov. 02, 2020USD ($) | Mar. 31, 2021segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | 2 | ||
Number of reportable segments | 2 | ||
Voxbone S.A | |||
Business Acquisition [Line Items] | |||
Total purchase consideration | € | € 446 | ||
Fair value of cash paid | 338 | $ 400 | |
Voxbone S.A | Common stock | |||
Business Acquisition [Line Items] | |||
Fair value of Bandwidth common stock issued | € 108 | $ 128 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 1,218 | $ 1,203 |
Unbilled accounts receivable | $ 28,490 | $ 27,692 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts Receivable and Current Expected Credit Losses and Concentration of Credit Risk and Deferred Revenue and Customer Deposits (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Customer One | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | 11.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value (Details) - Fair value measurements on a recurring basis - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 298,504 | |
Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 283,504 | $ 57,517 |
Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 15,000 | |
Total other investments | 10,000 | 40,000 |
Financial assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 308,504 | 97,517 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 298,504 | |
Level 1 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 283,504 | 57,517 |
Level 1 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 15,000 | |
Total other investments | 10,000 | 40,000 |
Level 1 | Financial assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 308,504 | 97,517 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Level 2 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total other investments | 0 | 0 |
Level 2 | Financial assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Level 3 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 3 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total other investments | 0 | 0 |
Level 3 | Financial assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Convertible notes $ in Thousands | Mar. 31, 2021USD ($) |
0.25% Convertible senior notes due 2026 | |
Debt Instrument [Line Items] | |
Fair value | $ 609,698 |
0.50% Convertible senior notes due 2028 | |
Debt Instrument [Line Items] | |
Fair value | $ 245,206 |
Financial Statement Component_2
Financial Statement Components - Accounts Receivable, Net of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Statement Components [Abstract] | ||
Trade accounts receivable | $ 22,591 | $ 26,504 |
Unbilled accounts receivable | 28,490 | 27,692 |
Allowance for doubtful accounts and reserve for expected credit losses | (1,218) | (1,203) |
Other accounts receivable | 1,595 | 2,250 |
Total accounts receivable, net | $ 51,458 | $ 55,243 |
Financial Statement Component_3
Financial Statement Components - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, beginning of period | $ (1,203) | $ (769) |
Charged to bad debt expense | (48) | (189) |
Deductions | 10 | 75 |
Impact of foreign currency translation | 23 | 0 |
Balance, end of period | $ (1,218) | $ (883) |
Financial Statement Component_4
Financial Statement Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Statement Components [Abstract] | ||
Accrued expense | $ 32,476 | $ 31,549 |
Accrued compensation and benefits | 11,531 | 19,534 |
Accrued sales, use, VAT and telecommunications related taxes | 9,114 | 9,142 |
Other accrued expenses | 2,588 | 2,657 |
Current portion of finance lease | 175 | 183 |
Total accrued expenses and other current liabilities | $ 55,884 | $ 63,065 |
Right-of-Use Asset and Lease _3
Right-of-Use Asset and Lease Liabilities - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)ft²segment | Mar. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Office space (in square foot) | ft² | 17,073 | |
Option to extend, term | 5 years | |
Number of leases with early-termination option | segment | 1 | |
Short-term operating lease expense | $ | $ 345 | $ 0 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 8 months | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 5 years 9 months |
Right-of-Use Asset and Lease _4
Right-of-Use Asset and Lease Liabilities - Future Minimum Sub-lease Receipts (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining) | $ 345 |
2022 | 249 |
Total | $ 594 |
Right-of-Use Asset and Lease _5
Right-of-Use Asset and Lease Liabilities - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,614 | $ 1,461 |
Depreciation of assets | 47 | 0 |
Sublease income | (96) | (96) |
Total net lease cost | $ 1,565 | $ 1,365 |
Right-of-Use Asset and Lease _6
Right-of-Use Asset and Lease Liabilities - Supplemental Balance Sheet Lease Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 18,008 | $ 19,491 |
Finance lease assets | 428 | 464 |
Total leased assets | 18,436 | 19,955 |
Current | ||
Operating | 5,594 | 5,515 |
Finance | 175 | 183 |
Non-current | ||
Long-term lease obligations | 15,609 | 17,202 |
Long-term lease obligations | 258 | 282 |
Total lease obligations | 21,636 | 23,182 |
Accumulated amortization | 10,435 | 9,083 |
Accumulated depreciation of assets under finance leases | $ 74 | $ 28 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Right-of-Use Asset and Lease _7
Right-of-Use Asset and Lease Liabilities - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 1,371 | $ 1,285 | |
Financing cash flows from finance leases | 44 | 0 | |
Lease liabilities | $ 1,415 | $ 1,285 | |
Weighted average remaining lease term (in years) | |||
Operating leases | 3 years 6 months 10 days | 4 years 1 month 9 days | |
Finance leases | 2 years 10 months 9 days | 0 years | |
Weighted average discount rate | |||
Operating leases | 4.81% | 4.99% | |
Finance leases | 4.00% | 0.00% |
Right-of-Use Asset and Lease _8
Right-of-Use Asset and Lease Liabilities - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining) | $ 4,756 | |
2022 | 6,736 | |
2023 | 6,593 | |
2024 | 2,670 | |
2025 | 1,648 | |
Thereafter | 718 | |
Total lease payments | 23,121 | |
Less: imputed interest | (1,918) | |
Total lease obligations | 21,203 | |
Less: current obligations | (5,594) | $ (5,515) |
Long-term lease obligations | $ 15,609 | $ 17,202 |
Right-of-Use Asset and Lease _9
Right-of-Use Asset and Lease Liabilities - Schedule of Maturities of Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining) | $ 147 | |
2022 | 148 | |
2023 | 97 | |
2024 | 61 | |
2025 | 4 | |
Total lease payments | 457 | |
Less: imputed interest | (24) | |
Total lease obligations | 433 | |
Less: current obligations | (175) | $ (183) |
Long-term lease obligations | $ 258 | $ 282 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 100,844 | $ 97,725 |
Less—accumulated depreciation | (50,184) | (46,080) |
Property and equipment, net | 50,660 | 51,645 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,348 | 2,341 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,190 | 4,077 |
Telecommunications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 61,753 | 60,651 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,280 | 6,285 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,877 | 3,901 |
Internal-use software development | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 20,884 | 19,968 |
Automobile | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 512 | $ 502 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized software development costs, additions | $ 1,103 | $ 790 | |
Amortization of capitalized software development costs | 420 | $ 582 | |
Capitalized implementation costs related to cloud computing arrangements | 533 | ||
Cost of assets under finance leases | 502 | ||
Accumulated depreciation of assets under finance leases | 74 | $ 28 | |
Prepaid expenses and other current assets | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized implementation costs related to cloud computing arrangements | 140 | ||
Other long-term assets | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized implementation costs related to cloud computing arrangements | $ 393 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Depreciation Expense [Line Items] | ||
Total depreciation expense | $ 4,176 | $ 3,168 |
Cost of revenue | ||
Depreciation Expense [Line Items] | ||
Total depreciation expense | 3,033 | 2,334 |
Research and development | ||
Depreciation Expense [Line Items] | ||
Total depreciation expense | 240 | 115 |
Sales and marketing | ||
Depreciation Expense [Line Items] | ||
Total depreciation expense | 29 | 29 |
General and administrative expenses | ||
Depreciation Expense [Line Items] | ||
Total depreciation expense | $ 874 | $ 690 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Dash acquisition and other intangibles: | ||
Accumulated Amortization | $ (16,869) | $ (12,261) |
Finite-lived intangible assets, net | 232,040 | |
Gross Amount | 249,673 | 260,316 |
Net Carrying Value | 232,804 | 248,055 |
Dash | ||
Dash acquisition and other intangibles: | ||
Accumulated Amortization | (9,174) | (9,044) |
Gross Amount | 15,093 | 15,093 |
Net Carrying Value | 5,919 | 6,049 |
Dash | Licenses | ||
Dash acquisition and other intangibles: | ||
Licenses, indefinite lived | 764 | 764 |
Dash | Customer relationships | ||
Dash acquisition and other intangibles: | ||
Finite-lived intangible assets, gross | 10,396 | 10,396 |
Accumulated Amortization | (5,241) | (5,111) |
Finite-lived intangible assets, net | $ 5,155 | $ 5,285 |
Amortization Period | 20 years | 20 years |
Dash | Other, definite lived | ||
Dash acquisition and other intangibles: | ||
Finite-lived intangible assets, gross | $ 3,933 | $ 3,933 |
Accumulated Amortization | (3,933) | (3,933) |
Finite-lived intangible assets, net | $ 0 | $ 0 |
Dash | Other, definite lived | Minimum | ||
Dash acquisition and other intangibles: | ||
Amortization Period | 2 years | 2 years |
Dash | Other, definite lived | Maximum | ||
Dash acquisition and other intangibles: | ||
Amortization Period | 7 years | 7 years |
Voxbone S.A | ||
Dash acquisition and other intangibles: | ||
Accumulated Amortization | $ (7,695) | $ (3,217) |
Gross Amount | 234,580 | 245,223 |
Net Carrying Value | 226,885 | 242,006 |
Voxbone S.A | Customer relationships | ||
Dash acquisition and other intangibles: | ||
Finite-lived intangible assets, gross | 149,764 | 156,559 |
Accumulated Amortization | (4,161) | (1,739) |
Finite-lived intangible assets, net | $ 145,603 | $ 154,820 |
Amortization Period | 15 years | 15 years |
Voxbone S.A | Developed technology | ||
Dash acquisition and other intangibles: | ||
Finite-lived intangible assets, gross | $ 84,816 | $ 88,664 |
Accumulated Amortization | (3,534) | (1,478) |
Finite-lived intangible assets, net | $ 81,282 | $ 87,186 |
Amortization Period | 10 years | 10 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,867 | $ 130 |
Weighted average useful life | 13 years |
Intangible Assets - Future Esti
Intangible Assets - Future Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (remaining) | $ 14,239 |
2022 | 18,986 |
2023 | 18,986 |
2024 | 18,986 |
2025 | 18,986 |
Thereafter | 141,857 |
Finite-lived intangible assets, net | $ 232,040 |
Debt - Revolving Loan (Details)
Debt - Revolving Loan (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | $ 83,000 | |
Long-term debt | $ 464,848,000 | 282,196,000 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Borrowing capacity | 25,000,000 | |
Prepaid expenses and other current assets | ||
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | $ 64,000 | 74,000 |
Noncurrent assets | ||
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | $ 9,000 |
Debt - 2026 Convertible Notes (
Debt - 2026 Convertible Notes (Details) | Feb. 28, 2020USD ($)d$ / shares | Mar. 31, 2021USD ($)d$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||
2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 400,000,000 | $ 400,000,000 | ||
Cash redemption price, percent | 100.00% | |||
Conversion option | 125,152,000 | $ 125,152,000 | ||
Issuance costs | $ 3,742,000 | |||
2026 Convertible Notes | Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | |||
2026 Convertible Notes | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 400,000,000 | |||
Stated rate | 0.25% | |||
Total net proceeds | $ 344,722,000 | |||
Conversion price (usd per share) | $ / shares | $ 91.03 | |||
Conversion option | $ 125,160,000 | |||
Effective interest rate | 6.763% | |||
Carrying amount of equity component | $ 57,491,000 | |||
Annual effective interest rate | 6.807% | |||
Issuance costs attributable to the liability component | $ 8,217,000 | |||
Issuance costs | $ 3,742,000 | $ 3,742,000 | ||
2026 Convertible Notes | Convertible notes | Conversion option 1 | ||||
Debt Instrument [Line Items] | ||||
Trading days | d | 20 | 20 | ||
Consecutive trading days | d | 30 | 30 | ||
2026 Convertible Notes | Convertible notes | Conversion option 2 | ||||
Debt Instrument [Line Items] | ||||
Consecutive trading days | d | 10 | |||
Consecutive business days | d | 5 | |||
2026 Convertible Notes | Convertible notes | Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 10.9857 | |||
2026 Convertible Notes | Convertible notes | Class A voting common stock | Conversion option 1 | ||||
Debt Instrument [Line Items] | ||||
Stock price trigger percent | 130.00% | 130.00% | ||
2026 Convertible Notes | Convertible notes | Class A voting common stock | Conversion option 2 | ||||
Debt Instrument [Line Items] | ||||
Stock price trigger percent | 98.00% |
Debt - 2028 Convertible Notes (
Debt - 2028 Convertible Notes (Details) | Mar. 16, 2021USD ($)d$ / shares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||
2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 250,000,000 | $ 0 | ||
Conversion option | 66,908,000 | $ 0 | ||
Issuance costs | $ 0 | |||
2028 Convertible Notes | Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | |||
2028 Convertible Notes | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 250,000,000 | |||
Stated rate | 0.50% | |||
Total net proceeds | $ 216,845,000 | |||
Conversion ratio | 5.5781 | |||
Conversion price (usd per share) | $ / shares | $ 179.27 | |||
Cash redemption price, percent | 100.00% | |||
Conversion option | $ 66,908,000 | |||
Effective interest rate | 5.125% | |||
Carrying amount of equity component | $ 39,359,000 | |||
Annual effective interest rate | 4.966% | |||
Issuance costs attributable to the liability component | $ 5,607,000 | |||
Issuance costs | $ 2,049,000 | $ 2,049,000 | ||
2028 Convertible Notes | Convertible notes | Conversion option 1 | ||||
Debt Instrument [Line Items] | ||||
Trading days | d | 20 | |||
Consecutive trading days | d | 30 | |||
2028 Convertible Notes | Convertible notes | Conversion option 1 | Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Stock price trigger percent | 130.00% | |||
2028 Convertible Notes | Convertible notes | Conversion option 2 | ||||
Debt Instrument [Line Items] | ||||
Consecutive trading days | d | 10 | |||
Consecutive business days | d | 5 | |||
2028 Convertible Notes | Convertible notes | Conversion option 2 | Class A voting common stock | ||||
Debt Instrument [Line Items] | ||||
Stock price trigger percent | 98.00% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total net carrying amount | $ 464,848,000 | $ 282,196,000 | |
Total net carrying amount | 186,269,000 | $ 121,410,000 | |
2026 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal | 400,000,000 | 400,000,000 | |
Unamortized discount | (106,036,000) | (110,546,000) | |
Unamortized debt issuance costs | (6,962,000) | (7,258,000) | |
Total net carrying amount | 287,002,000 | 282,196,000 | |
Proceeds allocated to the conversion options (debt discount) | 125,152,000 | 125,152,000 | |
Issuance costs | (3,742,000) | ||
Total net carrying amount | 121,410,000 | 121,410,000 | |
2028 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal | 250,000,000 | 0 | |
Unamortized discount | (66,575,000) | 0 | |
Unamortized debt issuance costs | (5,579,000) | 0 | |
Total net carrying amount | 177,846,000 | $ 0 | |
Proceeds allocated to the conversion options (debt discount) | 66,908,000 | 0 | |
Issuance costs | 0 | ||
Total net carrying amount | $ 64,859,000 | $ 0 |
Debt - Interest Income and Inte
Debt - Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 5,469 | $ 1,831 |
2026 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 250 | 96 |
Amortization of debt discount | 4,510 | 1,629 |
Amortization of debt issuance costs | 296 | 106 |
Total interest expense | 5,056 | 1,831 |
2028 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 52 | 0 |
Amortization of debt discount | 333 | 0 |
Amortization of debt issuance costs | 28 | 0 |
Total interest expense | $ 413 | $ 0 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes and Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Feb. 28, 2020 |
Debt Instrument [Line Items] | ||
Net cost of capped call purchase | $ 25,500 | $ 43,320 |
Class A voting common stock | ||
Debt Instrument [Line Items] | ||
Capped call shares (in shares) | 1,917,472 | 4,394,276 |
0.25% Convertible senior notes due 2026 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Initial conversion strike price (usd per share) | $ 91.03 | |
Initial cap price (usd per share) | $ 137.40 | |
0.50% Convertible senior notes due 2028 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Initial conversion strike price (usd per share) | $ 179.27 | |
Initial cap price (usd per share) | $ 260.76 |
Segment and Geographic Inform_3
Segment and Geographic Information - Reconciliation of Segment Profit (Loss) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 113,479 | $ 68,518 |
Cost of revenue | 61,328 | 36,359 |
Gross profit | 52,151 | 32,159 |
CPaaS | ||
Segment Reporting Information [Line Items] | ||
Revenue | 100,146 | 59,121 |
Cost of revenue | 53,681 | 31,892 |
Gross profit | 46,465 | 27,229 |
Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,333 | 9,397 |
Cost of revenue | 7,647 | 4,467 |
Gross profit | $ 5,686 | $ 4,930 |
Segment and Geographic Inform_4
Segment and Geographic Information - Reconciliation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Assets | $ 1,070,349 | $ 890,608 | |
Revenue | 113,479 | $ 68,518 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Assets | 10,537 | $ 11,249 | |
CPaaS | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 100,146 | 59,121 | |
CPaaS | United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 88,862 | 57,398 | |
CPaaS | International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 11,284 | 1,723 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 13,333 | 9,397 | |
Other | United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 11,936 | 9,125 | |
Other | International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 1,397 | $ 272 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred A stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Mar. 31, 2021vote$ / sharesshares | Dec. 31, 2020vote$ / sharesshares |
Class A voting common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock voting rights | vote | 1 | 1 |
Common stock, shares issued (in shares) | 22,873,604 | 22,413,004 |
Common stock, shares outstanding (in shares) | 22,873,604 | 22,413,004 |
Class B voting common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock voting rights | vote | 10 | 10 |
Common stock, shares issued (in shares) | 2,215,170 | 2,496,125 |
Common stock, shares outstanding (in shares) | 2,215,170 | 2,496,125 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares of Common Stock for Issuance (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 3,646,332 | 2,725,956 |
Stock options issued and outstanding | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 196,433 | 255,000 |
Nonvested restricted stock units issued and outstanding | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 405,875 | 450,614 |
Stock-based awards available for grant under the 2017 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 3,044,024 | 2,020,342 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Jan. 01, 2018 | Nov. 09, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 3,646,332 | 2,725,956 | ||||
Estimated grant date fair value of options vested | $ 21 | $ 46 | ||||
Unrecognized cost for stock based compensation | $ 93 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, granted (in shares) | 0 | 0 | ||||
Unrecognized cost for stock based compensation, period for recognition (in years) | 5 months 4 days | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 405,875 | 450,614 | ||||
Unrecognized cost for stock based compensation, period for recognition (in years) | 3 years 1 month 6 days | |||||
Unrecognized compensation cost related to non-vested RSUs | $ 31,023 | |||||
2010 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant (in shares) | 0 | |||||
2017 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 1,050,000 | |||||
Common stock reserved for future issuance, percent increase | 5.00% | |||||
Increase in shares available for grant (in shares) | 1,120,650 | |||||
2017 Plan | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Contractual life (in years) | 10 years | |||||
2017 Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 4 years | |||||
2017 Plan | Restricted Stock Units (RSUs) | Non-employee Board of Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | Year one vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50.00% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | First quarter vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 12.50% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | Second quarter vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 12.50% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | Third quarter vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 12.50% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | First quarter vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 12.50% | |||||
2017 Plan | Restricted Stock Units (RSUs) | Executives | Year two, three and four vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50.00% |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Number of options outstanding | |||
Number of options outstanding, beginning balance (in shares) | 255,000 | ||
Number of options, granted (in shares) | 0 | 0 | |
Number of options exercised (in shares) | (57,817) | ||
Number of options, forfeited or cancelled (in shares) | (750) | ||
Number of options outstanding, ending balance (in shares) | 196,433 | 255,000 | |
Options vested and exercisable (in shares) | 170,100 | ||
Options vested and expected to vest (in shares) | 195,810 | ||
Weighted- average exercise price (per share) | |||
Weighted-average exercise price, beginning balance (in usd per share) | $ 10.82 | ||
Weighted-average exercise price, granted (in usd per share) | 0 | ||
Weighted-average exercise price, exercised (in usd per share) | 13.02 | ||
Weighted-average exercise price, forfeited or cancelled (in usd per share) | 9.57 | ||
Weighted-average exercise price, ending balance (in usd per share) | 10.18 | $ 10.82 | |
Weighted-average exercise price, options vested and exercisable (in usd per share) | 8.95 | ||
Weighted average exercise price, options vested and expected to vest (in usd per share) | $ 10.16 | ||
Weighted- average remaining contract life (in years) | |||
Weighted-average remaining contract life, options outstanding (in years) | 4 years 2 months 4 days | 4 years 5 months 1 day | |
Weighted-average remaining contract life, options vested and exercisable (in years) | 3 years 9 months 29 days | ||
Weighted average remaining contract life, options vested and expected to vest | 4 years 2 months 4 days | ||
Aggregate intrinsic value (in thousands) | |||
Aggregate intrinsic value, options outstanding | $ 22,897 | $ 36,426 | |
Aggregate intrinsic value, options exercised | 7,697 | ||
Aggregate intrinsic value, options vested and exercisable | 20,035 | ||
Aggregate intrinsic value, options vested and expected to vest | $ 22,828 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of awards outstanding | |
Number of nonvested RSUs outstanding, beginning balance (in shares) | shares | 450,614 |
Number of nonvested RSUs, granted (in shares) | shares | 113,664 |
Number of nonvested RSUs, vested (in shares) | shares | (141,707) |
Number of nonvested RSUs, forfeited or cancelled (in shares) | shares | (16,696) |
Number of nonvested RSUs outstanding, ending balance (in shares) | shares | 405,875 |
Weighted-average grant date fair value (per share) | |
Weighted-average grant date fair value, beginning balance (in usd per share) | $ / shares | $ 51.58 |
Weighted average grant-date fair value of nonvested RSUs, granted (in usd per share) | $ / shares | 153.90 |
Weighted-average grant date fair value of nonvested RSUs, vested (in usd per share) | $ / shares | 48.45 |
Weighted-average grant date fair value of nonvested restricted RSUs, forfeited or cancelled (in usd per share) | $ / shares | 63.36 |
Weighted-average grant date fair value, ending balance (in usd per share) | $ / shares | $ 82.33 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 4,390 | $ 2,499 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 72 | 175 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 768 | 453 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 614 | 395 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 2,936 | $ 1,476 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jun. 15, 2020USD ($)a | Mar. 31, 2021USD ($) | Aug. 01, 2020USD ($) | May 16, 2020a |
Lessee, Lease, Description [Line Items] | ||||
Annual minimum commitment, year one | $ 600 | |||
Annual minimum commitment, year two | $ 300 | |||
Non-cancellable purchase obligation | $ 14,386 | |||
Non-cancellable purchase obligation, fulfilled within a year | 8,519 | |||
Land (acres) | a | 40 | 40 | ||
Maximum reimbursement of predevelopment work expenses | $ 597 | |||
Proposed | ||||
Lessee, Lease, Description [Line Items] | ||||
Consideration for the proposed Land purchase | $ 30,000 | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 5 years 9 months |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Matching contributions | $ 912 | $ 634 |
Non-U.S. | Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net periodic pension cost | $ 104 | $ 0 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - Pension Plan - Non-U.S. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 103 | |
Interest cost | 5 | |
Return on plan assets | (4) | |
Net periodic pension cost | 104 | $ 0 |
Total recognized in net periodic benefit cost | $ 104 | |
Expected long-term rate of return on plan assets | 0.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 5.90% | 72.10% |
Related Parties (Details)
Related Parties (Details) - Affiliated Entity - Republic - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Amount collected on behalf | $ 344,000 | $ 308,000 | |
Facilities Sharing Agreement | |||
Related Party Transaction [Line Items] | |||
Reduction of rent expense | 96,000 | 96,000 | |
Due from related parties | 0 | $ 0 | |
Tax Sharing Agreement | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 0 | 0 | |
Master Services Agreement | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 487,000 | 533,000 | |
Accounts receivable, related parties | 153,000 | 170,000 | |
Services Agreement | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 6,000 | $ 31,000 | |
Accounts receivable, related parties | $ 2,000 | $ 2,000 |
Basic and Diluted Loss per Co_3
Basic and Diluted Loss per Common Share - Components of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ (5,316) | $ (19,926) | $ (2,352) | $ (20,641) | $ (1,058) |
Less: net income allocated to participating securities | 0 | 0 | |||
Net loss attributable to common stockholders | $ (5,316) | $ (1,058) | |||
Net loss per share: | |||||
Basic (in usd per share) | $ (0.21) | $ (0.04) | |||
Diluted (in usd per share) | $ (0.21) | $ (0.04) | |||
Weighted Average Number of Common Shares Outstanding | |||||
Basic (in shares) | 25,015,948 | 23,563,569 | |||
Diluted (in shares) | 25,015,948 | 23,563,569 |
Basic and Diluted Loss per Co_4
Basic and Diluted Loss per Common Share - Schedule of Antidilutive Common Share Equivalents Excluded from Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,414,442 | 1,314,975 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 196,433 | 820,966 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 405,875 | 494,009 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,812,134 |