##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 Mark One
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Quarterly Period Ended March 31, 2008
 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 333-147720
 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
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Outstanding at May 14, 2008Class A Common Stock, $.01 par value per share
    
    9,342,880Class B Common Stock, $.01 par value per share
    
    360,050




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1.
    

Financial
Statements (Unaudited)
    
    
    5Condensed Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007
    
    
    5Condensed Consolidated Statements of Operations (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    6Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    22PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    23Item 1a.
    
    Risk Factors
    
    
    23Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3.
    
    Defaults Upon Senior Securities
    
    
    23Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    23Item 5.
    
    Other Information
    
    
    23Item 6.
    
    Exhibits
    
    
    24Signatures
    
    
    25EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our history of operating losses;
    
    our substantial indebtedness;
    
    the elimination or relaxation of certain regulatory rights and protections;
    
    anti-competitive behavior engaged in by incumbent local exchange carriers;
    
    the failure to anticipate and keep up with technological changes;
    
    our ability to provide services and systems at competitive prices;
    
    payment issues with incumbent local exchange carriers, interexchange carriers and
wholesale customers;
    
    billing and other disputes with vendors;
    
    the highly competitive nature of the communications market in which we operate and
declining prices for communications services;
    
    continued industry consolidation;
    
    the recent intellectual property infringement litigation involving the provision of Voice
over Internet Protocol (VoIP) services;
    
    restrictions in connection with our indenture governing the notes and credit agreement
governing the credit facility;
    
    servicing our indebtedness;
    
    government regulation;
    
    regulatory uncertainties in the communications industry;
    
    increased regulation of Internet-protocol-based service providers;
    
    declining prices for communications services;
    
    the ability to maintain certain real estate leases and agreements;
    
    system disruptions or the failure of our information systems to perform as expected;
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
    
    interruptions in the business operations of third party service providers;
    
    the loss of our customers;
    
    the ability to seek indemnification for losses from individuals and entities from whom we
have acquired assets and operations;
    
    the financial difficulties by others in our industry;
    
    the failure to retain and attract management and key personnel;
    
    the failure to manage and expand operations effectively;
    
    the failure to efficiently integrate InfoHighway into our operations or the failure to
successfully engage in future acquisitions;
    
    misappropriation of our intellectual property and proprietary rights;
    
    the possibility of incurring liability for information disseminated through our network;
and
    
    compliance with Section 404 of Sarbanes-Oxley.
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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)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    25,627
    
    
    $
    41,998Accounts receivable, less allowance for doubtful accounts of $10,899 and $10,082
    
    
    58,906
    
    
    
    56,426Other current assets
    
    
    8,200
    
    
    
    8,463Total current assets
    
    
    92,733
    
    
    
    106,887Property and equipment, net
    
    
    80,209
    
    
    
    77,373Goodwill
    
    
    96,237
    
    
    
    96,154Intangible assets, net of accumulated amortization of $120,552 and $109,335
    
    
    71,624
    
    
    
    82,841Other assets
    
    
    18,919
    
    
    
    18,543Total assets
    
    $
    359,722
    
    
    $
    381,798LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Accounts payable
    
    $
    18,427
    
    
    $
    21,247Accrued expenses and other current liabilities
    
    
    39,650
    
    
    
    43,952Taxes payable
    
    
    8,282
    
    
    
    10,818Deferred revenues
    
    
    11,218
    
    
    
    10,148Current portion of capital lease obligations and equipment notes
    
    
    3,151
    
    
    
    3,136Total current liabilities
    
    
    80,728
    
    
    
    89,301Long-term debt
    
    
    304,545
    
    
    
    304,740Deferred rent payable
    
    
    2,399
    
    
    
    2,628Capital lease obligations and equipment notes, net of current portion
    
    
    6,255
    
    
    
    6,114Deferred income taxes payable
    
    
    1,369
    
    
    
    1,141Other
    
    
    606
    
    
    
    589Total liabilities
    
    
    395,902
    
    
    
    404,513Stockholders deficiency:Common stock A  $.01 par value; authorized 80,000,000, issued and outstanding 9,342,880 shares
    
    
    107
    
    
    
    107Common stock B  $.01 par value; authorized 10,000,000, 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 $127,597 and $123,880
    
    
    1
    
    
    
    1Series A-1 Preferred stock  $.01 par value; authorized 105,000 shares, designated, issued and
outstanding 100,702 shares, entitled in liquidation to $147,263 and $142,973
    
    
    1
    
    
    
    1Series B Preferred stock  $.01 par value; authorized 93,180 shares, designated, issued and
outstanding 91,202 shares entitled in liquidation to $133,370 and $129,485
    
    
    1
    
    
    
    1Series B-1 Preferred stock  $.01 par value; authorized 86,000 shares, designated, issued and
outstanding 64,986 shares entitled in liquidation to $95,033 and $92,265
    
    
    1
    
    
    
    1Series C Preferred stock  $.01 par value; authorized 52,332 shares, designated, issued and
outstanding 14,402 shares entitled in liquidation to $13,624 and $13,011
    
    
    
    
    
    
    Additional paid-in capital
    
    
    140,386
    
    
    
    140,270Accumulated deficit
    
    
    (176,681
    )
    
    
    (163,100
    )Total stockholders deficiency
    
    
    (36,180
    )
    
    
    (22,715
    )Total liabilities and stockholders deficiency
    
    $
    359,722
    
    
    $
    381,798
 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 31,2008
    
    
    2007Revenues
    
    $
    123,543
    
    
    $
    95,821Operating expenses:Cost of revenues (exclusive of depreciation and amortization)
    
    
    66,021
    
    
    
    49,547Selling, general and administrative (includes share-based
compensation of $116 and $163)
    
    
    41,740
    
    
    
    37,651Software development
    
    
    547
    
    
    
    599Depreciation and amortization
    
    
    19,216
    
    
    
    16,079Total operating expenses
    
    
    127,524
    
    
    
    103,876Loss from operations
    
    
    (3,981
    )
    
    
    (8,055
    )Other income
    
    
    
    
    
    
    47Interest expense
    
    
    (9,528
    )
    
    
    (6,710
    )Interest income
    
    
    271
    
    
    
    259Loss before provision for income taxes
    
    
    (13,238
    )
    
    
    (14,459
    )Provision for income taxes
    
    
    (343
    )
    
    
    (793
    )Net loss
    
    
    (13,581
    )
    
    
    (15,252
    )Dividends on preferred stock
    
    
    (15,352
    )
    
    
    (12,309
    )Modification of preferred stock
    
    
    
    
    
    
    (95,622
    )Loss available to common shareholders
    
    $
    (28,933
    )
    
    $
    (123,183
    )Loss available per common share  basic and diluted
    
    $
    (2.98
    )
    
    $
    (13.92
    )Weighted average common shares outstanding  basic and diluted
    
    
    9,702,930
    
    
    
    8,848,454
 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 31,2008
    
    
    2007Cash flows from operating activitiesNet loss
    
    $
    (13,581
    )
    
    $
    (15,252
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation
    
    
    7,983
    
    
    
    7,270Amortization and write-off of deferred financing costs
    
    
    664
    
    
    
    438Amortization of intangible assets
    
    
    11,233
    
    
    
    8,809Amortization of bond premium
    
    
    (195
    )
    
    
    Provision for doubtful accounts
    
    
    1,586
    
    
    
    964Share-based compensation
    
    
    116
    
    
    
    163Deferred income taxes
    
    
    228
    
    
    
    474Other
    
    
    
    
    
    
    (29
    )Changes in operating assets and liabilities:Restricted cash
    
    
    
    
    
    
    (5
    )Accounts receivable
    
    
    (4,066
    )
    
    
    398Prepaid expenses and other current assets
    
    
    263
    
    
    
    456Other assets
    
    
    (1,040
    )
    
    
    (207
    )Accounts payable
    
    
    (2,820
    )
    
    
    (20
    )Accrued and other current liabilities
    
    
    (4,301
    )
    
    
    (27,010
    )Taxes payable
    
    
    (2,536
    )
    
    
    (588
    )Deferred revenue
    
    
    1,070
    
    
    
    7Deferred rent
    
    
    (229
    )
    
    
    (4
    )Other liabilities
    
    
    
    
    
    
    56Net cash used in operating activities
    
    
    (5,625
    )
    
    
    (24,080
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    (10,819
    )
    
    
    (6,863
    )Other
    
    
    (83
    )
    
    
    (19
    )Net cash used in investing activities
    
    
    (10,902
    )
    
    
    (6,882
    )Cash flows from financing activitiesProceeds from capital lease financing and equipment notes
    
    
    993
    
    
    
    1,479Payments on capital lease obligations and equipment notes
    
    
    (837
    )
    
    
    (994
    )Net cash provided by financing activities
    
    
    156
    
    
    
    485Net decrease in cash and cash equivalents
    
    
    (16,371
    )
    
    
    (30,477
    )Cash and cash equivalents at beginning of period
    
    
    41,998
    
    
    
    43,952Cash and cash equivalents at end of period
    
    $
    25,627
    
    
    $
    13,475
 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. Significant Accounting Policies
 Significant Vendor
  Comprehensive Income
  Use of Estimates
  3. Recent Accounting Pronouncements
 Fair Value Measurements
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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 (continued)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS 115
 Business Combinations (Revised)
 4. InfoHighway Acquisition
  5. Accrued Expenses and Other Current Liabilities
  March 31,
    
    
    December 31,2008
    
    
    2007Recurring network costs and other operating accruals
    
    $
    24,812
    
    
    $
    23,488Accrued interest(a)
    
    
    2,844
    
    
    
    11,375Merger transaction costs(b)
    
    
    1,642
    
    
    
    2,090Payroll related liabilities
    
    
    8,353
    
    
    
    6,840Other
    
    
    1,999
    
    
    
    159Total accrued expenses and other current liabilities
    
    $
    39,650
    
    
    $
    43,952
 
 (a)
    
    Represents accrued interest on the Senior Secured Notes. Interest is
paid semi-annually on March 1 and September 1 of each year.(b)
    
    The accrual for merger transaction costs consists of the following: ATX
    
    
    InfoHighway
    
    
    LeaseSeverance
    
    
    Severance
    
    
    Terminations
    
    
    Other
    
    
    TotalBalance at December 31,
2007
    
    $
    287
    
    
    $
    1,086
    
    
    $
    632
    
    
    $
    85
    
    
    $
    2,090Payments
    
    
    (130
    )
    
    
    (229
    )
    
    
    (59
    )
    
    
    (30
    )
    
    
    (448
    )Balance at March 31, 2008
    
    $
    157
    
    
    $
    857
    
    
    $
    573
    
    
    $
    55
    
    
    $
    1,642
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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 6. Debt
 Senior Secured Notes
   ,
  Revolving $25,000 Senior Credit Facility
     10




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 6. Debt (continued)
  7. Commitments and Contingencies
    8. Income Taxes
 Accounting for Uncertainty in Income Taxes
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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 9. Earnings per share
  Three Months Ended March 31,2008
    
    
    2007Loss available to common shareholders (Numerator):Net loss
    
    $
    (13,581
    )
    
    $
    (15,252
    )Dividends on preferred stock
    
    
    (15,352
    )
    
    
    (12,309
    )Modification of preferred stock
    
    
    
    
    
    
    (95,622
    )Loss available to common shareholders
    
    $
    (28,933
    )
    
    $
    (123,183
    )Shares (Denominator):Weighted average common shares outstanding:Class A common stock
    
    
    9,342,880
    
    
    
    8,848,454Class B common stock
    
    
    360,050
    
    
    
    Total weighted average common shares outstanding  basic and diluted
    
    
    9,702,930
    
    
    
    8,848,454Loss available per common share  basic and diluted
    
    $
    (2.98
    )
    
    $
    (13.92
    )
  Earnings Per Share
  12




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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, 2007 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, 2007 filed with the SEC.
 Overview
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Results of Operations
  Three Months Ended March 31,2008
    
    2007Revenues:Voice and data services
    
    
    87.4
    %
    
    
    89.6
    %Wholesale
    
    
    3.2
    %
    
    
    3.4
    %Access
    
    
    6.0
    %
    
    
    5.1
    %Total network services
    
    
    96.6
    %
    
    
    98.1
    %Other
    
    
    3.4
    %
    
    
    1.9
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Network services
    
    
    51.5
    %
    
    
    50.7
    %Other cost of revenues
    
    
    1.9
    %
    
    
    1.0
    %Selling, general and administrative
    
    
    33.8
    %
    
    
    39.3
    %Software development
    
    
    0.4
    %
    
    
    0.6
    %Depreciation and amortization
    
    
    15.6
    %
    
    
    16.8
    %Total operating expenses
    
    
    103.2
    %
    
    
    108.4
    %Loss from operations
    
    
    (3.2
    %)
    
    
    (8.4
    %)Other income
    
    
    0.0
    %
    
    
    0.0
    %Interest expense
    
    
    (7.7
    %)
    
    
    (7.0
    %)Interest income
    
    
    0.2
    %
    
    
    0.3
    %Loss before provision for income taxes
    
    
    (10.7
    %)
    
    
    (15.1
    %)Provision for income taxes
    
    
    (0.3
    %)
    
    
    (0.8
    %)Net loss
    
    
    (11.0
    %)
    
    
    (15.9
    %)
 Key Components of Results of Operations
 Revenues
    Cost of Revenues (exclusive of depreciation and amortization)
  
    
    leasing local loops and digital T-1 lines which connect our customers to our network;
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
    
    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.
    Selling, General and Administrative
     Depreciation and Amortization
  16




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Three Months Ended March 31,2008
    
    
    2007% of Total
    
    
    
    
    
    
    % of TotalAmount
    
    
    Revenues
    
    
    2007
    
    
    Revenues
    
    
    % ChangeRevenues:Network services
    
    $
    119,323
    
    
    
    96.6
    %
    
    $
    93,987
    
    
    
    98.1
    %
    
    
    27.0
    %Other
    
    
    4,220
    
    
    
    3.4
    %
    
    
    1,834
    
    
    
    1.9
    %
    
    
    130.1
    %Total revenues
    
    
    123,543
    
    
    
    100.0
    %
    
    
    95,821
    
    
    
    100.0
    %
    
    
    28.9
    %Cost of revenues:Network services
    
    
    63,674
    
    
    
    51.5
    %
    
    
    48,607
    
    
    
    50.7
    %
    
    
    31.0
    %Other
    
    
    2,347
    
    
    
    1.9
    %
    
    
    940
    
    
    
    1.0
    %
    
    
    149.7
    %Total cost of revenues
    
    
    66,021
    
    
    
    53.4
    %
    
    
    49,547
    
    
    
    51.7
    %
    
    
    33.2
    %Gross profit:Network services
    
    
    55,649
    
    
    
    45.0
    %
    
    
    45,380
    
    
    
    47.4
    %
    
    
    22.6
    %Other
    
    
    1,873
    
    
    
    1.5
    %
    
    
    894
    
    
    
    0.9
    %
    
    
    109.5
    %Total gross profit
    
    $
    57,522
    
    
    
    46.6
    %
    
    $
    46,274
    
    
    
    48.3
    %
    
    
    24.3
    %
  Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenues
  Three Months Ended March 31,2008
    
    
    2007% of Total
    
    
    
    
    
    
    % of TotalAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    % ChangeRevenues:Voice and data services
    
    $
    107,959
    
    
    
    87.4
    %
    
    $
    85,826
    
    
    
    89.6
    %
    
    
    25.8
    %Wholesale
    
    
    3,983
    
    
    
    3.2
    %
    
    
    3,227
    
    
    
    3.4
    %
    
    
    23.4
    %Access
    
    
    7,381
    
    
    
    6.0
    %
    
    
    4,934
    
    
    
    5.1
    %
    
    
    49.6
    %Total network services
    
    
    119,323
    
    
    
    96.6
    %
    
    
    93,987
    
    
    
    98.1
    %
    
    
    27.0
    %Other
    
    
    4,220
    
    
    
    3.4
    %
    
    
    1,834
    
    
    
    1.9
    %
    
    
    130.1
    %Total revenues
    
    $
    123,543
    
    
    
    100.0
    %
    
    $
    95,821
    
    
    
    100.0
    %
    
    
    28.9
    %
   Cost of Revenues (exclusive of depreciation and amortization)
  17




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Gross Profit (exclusive of depreciation and amortization)
  Selling, General and Administrative
    Depreciation and Amortization
  Interest
  Three Months Ended March 31,2008
    
    2007Interest expense
    
    $
    9,528
    
    
    $
    6,710Weighted average debt outstanding
    
    $
    309,327
    
    
    $
    217,589Effective interest rate
    
    
    12.32
    %
    
    
    12.34
    %
 18




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Net Loss
  Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
   Disputes
     Credit Facility
  19




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2006 Note and 2007 Note Offerings
   20




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Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  New Accounting Standards
  Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS 115
  Application of Critical Accounting Policies and Estimates
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Other Matters
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
     
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
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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.
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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 25