##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
The Quarterly Period Ended March 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number 333-142946
 Broadview Networks Holdings, Inc.
  Delaware
    
    11-3310798(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification Number)800 Westchester Avenue,Suite N501 Rye Brook, NY 10573
    
    10573(Address of principal executive offices)
    
    (Zip code)
 (914) 922-7000
 o o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    

Outstanding
at May 10, 2010Class A Common Stock, $.01 par value per share
    
    
    9,333,680Class B Common Stock, $.01 par value per share
    
    
    360,050




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    5Condensed Consolidated Balance Sheets as of December 31, 2009 and March 31, 2010 (unaudited)
    
    
    5Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2009 and 2010
    
    
    6Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2009 and 2010
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4T. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. (Removed and Reserved)
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    23Signatures
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    servicing our substantial indebtedness;
    
    our history of net losses;
    
    the elimination or relaxation of certain regulatory rights and protections;
    
    billing and other disputes with vendors;
    
    failure to maintain interconnection and service agreements with incumbent local
exchange and other carriers;
    
    the loss of customers in an adverse economic environment;
    
    regulatory uncertainties in the communications industry;
    
    system disruptions or the failure of our information systems to perform as
expected;
    
    the failure to anticipate and keep up with technological changes;
    
    inability to provide services and systems at competitive prices;
    
    difficulties associated with collecting payment from incumbent local exchange
carriers, interexchange carriers and wholesale customers;
    
    the highly competitive nature of the communications market in which we operate
including competition from incumbents, cable operators and other new market entrants, and
declining prices for communications services;
    
    continued industry consolidation;
    
    restrictions in connection with our indenture governing the notes and credit
agreement governing the credit facility;
    
    government regulation;
    
    increased regulation of Internet-protocol-based service providers;
    
    vendor bills related to past periods;
    
    the ability to maintain certain real estate leases and agreements;
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##### Table of Contents




    
    interruptions in the business operations of third party service providers;
    
    limits on our ability to seek indemnification for losses from individuals and
entities from whom we have acquired assets and operations;
    
    disruption and instability in the financial markets;
    
    the financial difficulties by others in our industry;
    
    the solvency and liquidity of the administrative agent and primary creditor under
our revolving credit facility;
    
    the failure to retain and attract management and key personnel;
    
    the failure to manage and expand operations effectively;
    
    the failure to successfully engage in future acquisitions, if any;
    
    misappropriation of our intellectual property and proprietary rights;
    
    the possibility of incurring liability for information disseminated through our
network;
    
    service network disruptions due to software or hardware bugs of the network
equipment; and
    
    fraudulent usage of our network and services.
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Broadview Networks Holdings, Inc.
 
 Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
 December 31,
    
    
    March 31,2009
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,975
    
    
    $
    9,856Certificates of deposit
    
    
    1,878
    
    
    
    1,881Investment securities
    
    
    23,549
    
    
    
    23,548Accounts receivable, less allowance for doubtful accounts of $7,942 and $9,963
    
    
    41,388
    
    
    
    38,684Other current assets
    
    
    10,976
    
    
    
    9,997Total current assets
    
    
    99,766
    
    
    
    83,966Property and equipment, net
    
    
    86,875
    
    
    
    86,696Goodwill
    
    
    98,238
    
    
    
    98,238Intangible assets, net of accumulated amortization of $51,728 and $55,233
    
    
    27,484
    
    
    
    23,979Other assets
    
    
    14,965
    
    
    
    14,245Total assets
    
    $
    327,328
    
    
    $
    307,124LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Accounts payable
    
    $
    9,196
    
    
    $
    8,703Accrued expenses and other current liabilities
    
    
    35,630
    
    
    
    22,201Taxes payable
    
    
    12,768
    
    
    
    11,223Deferred revenues
    
    
    8,965
    
    
    
    8,814Current portion of capital lease obligations and equipment notes
    
    
    3,080
    
    
    
    2,645Total current liabilities
    
    
    69,639
    
    
    
    53,586Long-term debt
    
    
    326,510
    
    
    
    326,165Deferred rent payable
    
    
    3,343
    
    
    
    3,438Deferred revenues
    
    
    1,445
    
    
    
    1,440Capital lease obligations and equipment notes, net of current portion
    
    
    1,776
    
    
    
    1,301Deferred income taxes payable
    
    
    3,040
    
    
    
    3,282Other
    
    
    721
    
    
    
    736Total liabilities
    
    
    406,474
    
    
    
    389,948Stockholders deficiency:Common stock A  $.01 par value; authorized 80,000,000 shares, issued 9,342,509 shares and
outstanding 9,333,680 shares
    
    
    107
    
    
    
    107Common stock B  $.01 par value; authorized 10,000,000 shares, issued and outstanding 360,050 shares
    
    
    4
    
    
    
    4Series A Preferred stock  $.01 par value; authorized 89,526 shares, designated, issued and
outstanding 87,254 shares entitled in liquidation to $156,927 and $161,635
    
    
    1
    
    
    
    1Series A-1 Preferred stock  $.01 par value; authorized 105,000 shares, designated, issued and
outstanding 100,702 shares, entitled in liquidation to $181,114 and $186,547
    
    
    1
    
    
    
    1Series B Preferred stock  $.01 par value; authorized 93,180 shares, designated, issued and
outstanding 91,187 shares entitled in liquidation to $164,001 and $168,921
    
    
    1
    
    
    
    1Series B-1 Preferred stock  $.01 par value; authorized 86,000 shares, designated and issued 64,986
shares, and outstanding 64,633 shares entitled in liquidation to $116,243 and $119,731
    
    
    1
    
    
    
    1Series C Preferred stock  $.01 par value; authorized 52,332 shares, designated, issued and
outstanding 14,402 shares entitled in liquidation to $18,466 and $19,243
    
    
    
    
    
    
    Additional paid-in capital
    
    
    140,752
    
    
    
    140,811Accumulated deficit
    
    
    (219,836
    )
    
    
    (223,573
    )Treasury stock, at cost
    
    
    (177
    )
    
    
    (177
    )Total stockholders deficiency
    
    
    (79,146
    )
    
    
    (82,824
    )Total liabilities and stockholders deficiency
    
    $
    327,328
    
    
    $
    307,124
 See notes to unaudited condensed consolidated financial statements.
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Broadview Networks Holdings, Inc.
 
 Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share amounts)
 Three Months Ended March 31,2009
    
    
    
    
    
    
    2010Revenues
    
    $
    121,971
    
    
    
    
    
    
    $
    105,706Operating expenses:Cost of revenues (exclusive of depreciation and amortization)
    
    
    61,651
    
    
    
    
    
    
    
    50,060Selling, general and administrative (includes share-based compensation of $57 and $59)
    
    
    41,631
    
    
    
    
    
    
    
    37,769Depreciation and amortization
    
    
    13,558
    
    
    
    
    
    
    
    11,408Total operating expenses
    
    
    116,840
    
    
    
    
    
    
    
    99,237Income from operations
    
    
    5,131
    
    
    
    
    
    
    
    6,469Interest expense
    
    
    (9,977
    )
    
    
    
    
    
    
    (9,922
    )Interest income
    
    
    82
    
    
    
    
    
    
    
    4Loss before provision for income taxes
    
    
    (4,764
    )
    
    
    
    
    
    
    (3,449
    )Provision for income taxes
    
    
    (341
    )
    
    
    
    
    
    
    (288
    )Net loss
    
    
    (5,105
    )
    
    
    
    
    
    
    (3,737
    )Dividends on preferred stock
    
    
    (17,188
    )
    
    
    
    
    
    
    (18,719
    )Loss available to common shareholders
    
    $
    (22,293
    )
    
    
    
    
    
    $
    (22,456
    )Loss available per common share  basic and diluted
    
    $
    (2.30
    )
    
    
    
    
    
    $
    (2.32
    )Weighted average common shares outstanding  basic and diluted
    
    
    9,679,455
    
    
    
    
    
    
    
    9,682,030
 See notes to unaudited condensed consolidated financial statements.
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Broadview Networks Holdings, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
 Three Months Ended March 31,2009
    
    
    2010Cash flows from operating activities
    
    $
    (5,105
    )
    
    $
    (3,737
    )Net lossAdjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    8,361
    
    
    
    7,888Amortization of deferred financing costs
    
    
    656
    
    
    
    656Amortization of intangible assets
    
    
    5,180
    
    
    
    3,505Amortization of bond premium
    
    
    (219
    )
    
    
    (245
    )Provision for doubtful accounts
    
    
    2,399
    
    
    
    1,411Share-based compensation
    
    
    57
    
    
    
    59Deferred income taxes
    
    
    242
    
    
    
    242Other
    
    
    29
    
    
    
    14Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,664
    )
    
    
    1,293Other current assets
    
    
    454
    
    
    
    979Other assets
    
    
    (37
    )
    
    
    (53
    )Accounts payable
    
    
    7,722
    
    
    
    (493
    )Accrued and other current liabilities
    
    
    (22,351
    )
    
    
    (13,312
    )Taxes payable
    
    
    1,060
    
    
    
    (1,545
    )Deferred revenues
    
    
    (773
    )
    
    
    (156
    )Deferred rent payable
    
    
    (34
    )
    
    
    95Net cash used in operating activities
    
    
    (4,023
    )
    
    
    (3,399
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (5,932
    )
    
    
    (7,709
    )Purchases of investment securities
    
    
    (24,497
    )
    
    
    (38,554
    )Sales of investment securities
    
    
    33,000
    
    
    
    38,556Other
    
    
    (9
    )
    
    
    (3
    )Net cash provided by (used in) investing activities
    
    
    2,562
    
    
    
    (7,710
    )Cash flows from financing activitiesDrawdowns on revolving credit facility
    
    
    305
    
    
    
    306Repayments of revolving credit facility
    
    
    (305
    )
    
    
    (406
    )Proceeds from capital lease financing
    
    
    215
    
    
    
    22Payments on capital lease obligations
    
    
    (1,027
    )
    
    
    (932
    )Net cash used in financing activities
    
    
    (812
    )
    
    
    (1,010
    )Net decrease in cash and cash equivalents
    
    
    (2,273
    )
    
    
    (12,119
    )Cash and cash equivalents at beginning of period
    
    
    22,177
    
    
    
    21,975Cash and cash equivalents at end of period
    
    $
    19,904
    
    
    $
    9,856
 See notes to unaudited condensed consolidated financial statements.
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Broadview Networks Holdings, Inc.
 
 Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except share information)
 1. Organization and Description of Business
 Basis of Presentation
     2. Investment Securities
   8




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 3. Recent Accounting Pronouncements
   4. InfoHighway Acquisition
   5. Fair Values of Financial Instruments
    9




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 6. Commitments and Contingencies
    7. Long-term Debt Guarantees
   8. Income Taxes
   10




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 9. Loss per share
  Three Months Ended March 31,2009
    
    
    2010Loss available to common shareholders (Numerator):Net loss
    
    $
    (5,105
    )
    
    $
    (3,737
    )Dividends on preferred stock
    
    
    (17,188
    )
    
    
    (18,719
    )Loss available to common shareholders
    
    $
    (22,293
    )
    
    $
    (22,456
    )Shares (Denominator):Weighted average common shares outstanding:Class A common stock
    
    
    9,342,880
    
    
    
    9,333,680Class B common stock
    
    
    336,575
    
    
    
    348,350Total weighted average common shares outstanding  basic and diluted
    
    
    9,679,455
    
    
    
    9,682,030Loss available per common share  basic and diluted
    
    $
    (2.30
    )
    
    $
    (2.32
    )
    11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and
Notes to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this
quarterly report and our Form 10-K for the year ended December 31, 2009 filed with the Securities
and Exchange Commission (the SEC). Certain information contained in the discussion and analysis
set forth below and elsewhere in this quarterly report, including information with respect to our
plans and strategies for our business and related financing, includes forward-looking statements
that involve risk and uncertainties. In evaluating such statements, prospective investors should
specifically consider the various factors identified in this quarterly report that could cause
results to differ materially from those expressed in such forward-looking statements, including
matters set forth in our Form 10-K for the year ended December 31, 2009 filed with the SEC.
 Overview
       12




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Results of Operations
  Three Months Ended March 31,2009
    
    
    2010Revenues:Voice and data services
    
    
    86.5
    %
    
    
    87.6
    %Wholesale
    
    
    4.1
    %
    
    
    5.0
    %Access
    
    
    5.4
    %
    
    
    5.2
    %Total network services
    
    
    96.0
    %
    
    
    97.8
    %Other
    
    
    4.0
    %
    
    
    2.2
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Network services
    
    
    48.7
    %
    
    
    46.6
    %Other cost of revenues
    
    
    1.9
    %
    
    
    0.8
    %Selling, general and administrative
    
    
    34.1
    %
    
    
    35.7
    %Depreciation and amortization
    
    
    11.1
    %
    
    
    10.8
    %Total operating expenses
    
    
    95.8
    %
    
    
    93.9
    %Income from operations
    
    
    4.2
    %
    
    
    6.1
    %Interest expense
    
    
    (8.2
    %)
    
    
    (9.4
    %)Interest income
    
    
    0.1
    %
    
    
    0.0
    %Loss before provision for income taxes
    
    
    (3.9
    %)
    
    
    (3.3
    %)Provision for income taxes
    
    
    (0.3
    %)
    
    
    (0.3
    %)Net loss
    
    
    (4.2
    %)
    
    
    (3.6
    %)
 Key Components of Results of Operations
 Revenues
   13




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Cost of Revenues (exclusive of depreciation and amortization)
  
    
    leasing local loops and digital T-1 lines which connect our customers to our network;
    
    leasing high capacity digital lines that connect our switching equipment to our
collocations;
    
    leasing high capacity digital lines that interconnect our network with the incumbent
local exchange carriers;
    
    leasing space, power and terminal connections in the incumbent local exchange carrier
central offices for collocating our equipment;
    
    signaling system network connectivity; and
    
    Internet transit and peering, which is the cost of delivering Internet traffic from our
customers to the public Internet.
    Gross Profit (exclusive of depreciation and amortization)
   14




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Three Months Ended March 31,2009
    
    
    2010Income from operations
    
    $
    5,131
    
    
    $
    6,469Depreciation and amortization
    
    
    13,558
    
    
    
    11,408Selling, general and administrative
    
    
    41,631
    
    
    
    37,769Gross profit
    
    $
    60,320
    
    
    $
    55,646
     
    
    gross profit does not reflect our capital expenditures, future requirements for capital
expenditures or contractual commitments to purchase capital equipment;
    
    gross profit does not reflect the interest expense, or the cash requirements necessary to
service interest or principal payments, associated with our indebtedness;
    
    although depreciation and amortization are non-cash charges, the assets being depreciated
and amortized will likely have to be replaced in the future, and gross profit does not
reflect any cash requirements for such replacements; and
    
    gross profit does not reflect the SG&A expenses necessary to run our ongoing operations.
  Selling, General and Administrative
    15




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Depreciation and Amortization
  Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2010
   Three Months Ended March 31,2009
    
    
    2010% of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    TotalAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    % ChangeRevenues:Network services
    
    $
    117,084
    
    
    
    96.0
    %
    
    $
    103,389
    
    
    
    97.8
    %
    
    
    (11.7
    %)Other
    
    
    4,887
    
    
    
    4.0
    %
    
    
    2,317
    
    
    
    2.2
    %
    
    
    (52.6
    %)Total revenues
    
    
    121,971
    
    
    
    100.0
    %
    
    
    105,706
    
    
    
    100.0
    %
    
    
    (13.3
    %)Cost of revenues:Network services
    
    
    59,368
    
    
    
    48.7
    %
    
    
    49,255
    
    
    
    46.6
    %
    
    
    (17.0
    %)Other
    
    
    2,283
    
    
    
    1.9
    %
    
    
    805
    
    
    
    0.8
    %
    
    
    (64.7
    %)Total cost of revenues
    
    
    61,651
    
    
    
    50.6
    %
    
    
    50,060
    
    
    
    47.4
    %
    
    
    (18.8
    %)Gross profit:Network services
    
    
    57,716
    
    
    
    47.3
    %
    
    
    54,134
    
    
    
    51.2
    %
    
    
    (6.2
    %)Other
    
    
    2,604
    
    
    
    2.1
    %
    
    
    1,512
    
    
    
    1.4
    %
    
    
    (41.9
    %)Total gross profit
    
    $
    60,320
    
    
    
    49.4
    %
    
    $
    55,646
    
    
    
    52.6
    %
    
    
    (7.7
    %)
 Revenues
  Three Months Ended March 31,2009
    
    
    2010% of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    TotalAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    % ChangeRevenues:Voice and data services
    
    $
    105,444
    
    
    
    86.5
    %
    
    $
    92,625
    
    
    
    87.6
    %
    
    
    (12.2
    %)Wholesale
    
    
    4,999
    
    
    
    4.1
    %
    
    
    5,236
    
    
    
    5.0
    %
    
    
    4.7
    %Access
    
    
    6,641
    
    
    
    5.4
    %
    
    
    5,528
    
    
    
    5.2
    %
    
    
    (16.8
    %)Total network services
    
    
    117,084
    
    
    
    96.0
    %
    
    
    103,389
    
    
    
    97.8
    %
    
    
    (11.7
    %)Other
    
    
    4,887
    
    
    
    4.0
    %
    
    
    2,317
    
    
    
    2.2
    %
    
    
    (52.6
    %)Total revenues
    
    $
    121,971
    
    
    
    100.0
    %
    
    $
    105,706
    
    
    
    100.0
    %
    
    
    (13.3
    %)
  16




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Cost of Revenues (exclusive of depreciation and amortization)
  Gross Profit (exclusive of depreciation and amortization)
  Selling, General and Administrative
  Depreciation and Amortization
   17




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Interest
  Three Months Ended March 31,2009
    
    
    2010Interest expense
    
    $
    9,977
    
    
    $
    9,922Weighted average debt outstanding
    
    $
    332,448
    
    
    $
    327,852Effective interest rate
    
    
    12.00
    %
    
    
    12.11
    %
 Off-Balance Sheet Arrangements
   Liquidity and Capital Resources
    18




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##### Table of Contents



Disputes
   Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2010
 Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  New Accounting Standards
     19




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Application of Critical Accounting Policies and Estimates
  Other Matters
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
        20




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Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
     21




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information
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##### Table of Contents



Item 6. Exhibits
  Exhibit No.
    
    Description31.1
    
    
    Certification of the Companys Chief Executive Officer pursuant to
Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to
Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Companys Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  23




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##### Table of Contents



SIGNATURES
  BROADVIEW NETWORKS HOLDINGS, INC.By:
    /s/ Michael K. RobinsonName:
    Michael K. RobinsonTitle:
    Chief Executive Officer,
President and Assistant TreasurerBy:
    /s/ Corey RinkerName:
    Corey RinkerTitle:
    Chief Financial Officer,
Treasurer and Assistant Secretary  24




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification of the Companys Chief Executive Officer pursuant to Exchange Act
Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to Exchange Act
Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
  25