##### 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, 2009
 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
(Address of principal executive offices)
    
    10573
(Zip code)
 (914) 922-7000
 þ o
 Yes o
No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ
  Class
    
    Outstanding at May 12, 2009Class 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)Condensed Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009 (unaudited)
    
    
    5Condensed Consolidated Statements of Operations (unaudited) for the three months ended
March 31, 2008 and 2009
    
    
    6Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended
March 31, 2008 and 2009
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    22Signatures
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    servicing our substantial indebtedness;
 
    
    our history of operating 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;
 
    
    the 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;
 
    
    government regulation;
 
    
    increased regulation of Internet-protocol-based service providers;
 
    
    vendor bills related to past periods;
  3




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
    
    the ability to maintain certain real estate leases and agreements;
 
    
    interruptions in the business operations of third party service providers;
 
    
    the loss of our customers;
 
    
    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 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;
 
    
    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.
   4




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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 31,2008
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    24,070
    
    
    $
    21,807Investment securities
    
    
    23,533
    
    
    
    14,996Accounts receivable, less allowance for doubtful accounts of $11,934 and $11,754
    
    
    53,486
    
    
    
    52,751Other current assets
    
    
    12,614
    
    
    
    12,011Total current assets
    
    
    113,703
    
    
    
    101,565Property and equipment, net
    
    
    85,248
    
    
    
    82,819Goodwill
    
    
    98,111
    
    
    
    98,111Intangible assets, net of accumulated amortization of $150,556 and $155,736
    
    
    45,220
    
    
    
    40,040Other assets
    
    
    16,746
    
    
    
    16,276Total assets
    
    $
    359,028
    
    
    $
    338,811LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent liabilities:Accounts payable
    
    $
    17,044
    
    
    $
    23,478Accrued expenses and other current liabilities
    
    
    42,699
    
    
    
    21,637Taxes payable
    
    
    10,680
    
    
    
    11,740Deferred revenues
    
    
    11,967
    
    
    
    11,194Current portion of capital lease obligations and equipment notes
    
    
    4,142
    
    
    
    4,136Total current liabilities
    
    
    86,532
    
    
    
    72,185Long-term debt
    
    
    327,424
    
    
    
    327,205Deferred rent payable
    
    
    2,400
    
    
    
    2,366Capital lease obligations and equipment notes, net of current portion
    
    
    5,212
    
    
    
    4,406Deferred income taxes payable
    
    
    2,071
    
    
    
    2,313Other
    
    
    655
    
    
    
    672Total liabilities
    
    
    424,294
    
    
    
    409,147Stockholders 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 $139,428 and $143,611
    
    
    1
    
    
    
    1Series A-1 Preferred stock  $.01 par value; authorized 105,000 shares, designated, issued and
outstanding 100,702 shares, entitled in liquidation to $160,917 and $165,745
    
    
    1
    
    
    
    1Series B Preferred stock  $.01 par value; authorized 93,180 shares, designated, issued and outstanding
91,202 shares entitled in liquidation to $145,737 and $150,109
    
    
    1
    
    
    
    1Series B-1 Preferred stock  $.01 par value; authorized 86,000 shares, designated, issued and
outstanding 64,986 shares entitled in liquidation to $103,845 and $106,960
    
    
    1
    
    
    
    1Series C Preferred stock  $.01 par value; authorized 52,332 shares, designated, issued and outstanding
14,402 shares entitled in liquidation to $15,577 and $16,268
    
    
    
    
    
    
    Additional paid-in capital
    
    
    140,563
    
    
    
    140,620Accumulated deficit
    
    
    (205,966
    )
    
    
    (211,071
    )Accumulated comprehensive income
    
    
    22
    
    
    
    Total stockholders deficiency
    
    
    (65,266
    )
    
    
    (70,336
    )Total liabilities and stockholders deficiency
    
    $
    359,028
    
    
    $
    338,811
 See notes to unaudited condensed consolidated financial statements.
  5




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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
    
    
    2009Revenues
    
    $
    123,543
    
    
    $
    122,707Operating expenses:Cost of revenues (exclusive of depreciation and amortization)
    
    
    66,021
    
    
    
    61,651Selling, general and administrative (includes
share-based compensation of $116 and $57)
    
    
    41,740
    
    
    
    41,926Software development
    
    
    547
    
    
    
    441Depreciation and amortization
    
    
    19,216
    
    
    
    13,558Total operating expenses
    
    
    127,524
    
    
    
    117,576Income (loss) from operations
    
    
    (3,981
    )
    
    
    5,131Interest expense
    
    
    (9,528
    )
    
    
    (9,977
    )Interest income
    
    
    271
    
    
    
    82Loss before provision for income taxes
    
    
    (13,238
    )
    
    
    (4,764
    )Provision for income taxes
    
    
    (343
    )
    
    
    (341
    )Net loss
    
    
    (13,581
    )
    
    
    (5,105
    )Dividends on preferred stock
    
    
    (15,352
    )
    
    
    (17,188
    )Loss available to common shareholders
    
    $
    (28,933
    )
    
    $
    (22,293
    )Loss available per common share  basic and diluted
    
    $
    (2.99
    )
    
    $
    (2.30
    )Weighted average common shares outstanding  basic and diluted
    
    
    9,667,680
    
    
    
    9,679,455
 See notes to unaudited condensed consolidated financial statements.
  6




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Broadview Networks Holdings, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flows
 (in thousands)
 Three Months Ended March 31,2008
    
    
    2009Cash flows from operating activities
    
    $
    (13,581
    )
    
    $
    (5,105
    )Net lossAdjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    7,983
    
    
    
    8,361Amortization and write-off of deferred financing costs
    
    
    664
    
    
    
    656Amortization of intangible assets
    
    
    11,233
    
    
    
    5,180Amortization of bond premium
    
    
    (195
    )
    
    
    (219
    )Provision for doubtful accounts
    
    
    1,586
    
    
    
    2,399Share-based compensation
    
    
    116
    
    
    
    57Deferred income taxes
    
    
    228
    
    
    
    242Other
    
    
    
    
    
    
    29Changes in operating assets and liabilities:Accounts receivable
    
    
    (4,066
    )
    
    
    (1,664
    )Prepaid expenses and other current assets
    
    
    263
    
    
    
    603Other assets
    
    
    (1,040
    )
    
    
    (186
    )Accounts payable
    
    
    (2,820
    )
    
    
    6,434Accrued and other current liabilities
    
    
    (4,301
    )
    
    
    (21,062
    )Taxes payable
    
    
    (2,536
    )
    
    
    1,060Deferred revenue
    
    
    1,070
    
    
    
    (773
    )Deferred rent
    
    
    (229
    )
    
    
    (34
    )Net cash used in operating activities
    
    
    (5,625
    )
    
    
    (4,022
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    (10,819
    )
    
    
    (5,932
    )Purchase of investment securities
    
    
    
    
    
    
    (24,497
    )Sale of investment securities
    
    
    
    
    
    
    33,000Other
    
    
    (83
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    (10,902
    )
    
    
    2,571Cash flows from financing activitiesProceeds from capital lease financing and equipment notes
    
    
    993
    
    
    
    215Payments on capital lease obligations and equipment notes
    
    
    (837
    )
    
    
    (1,027
    )Net cash provided by (used in) financing activities
    
    
    156
    
    
    
    (812
    )Net decrease in cash and cash equivalents
    
    
    (16,371
    )
    
    
    (2,263
    )Cash and cash equivalents at beginning of period
    
    
    41,998
    
    
    
    24,070Cash and cash equivalents at end of period
    
    $
    25,627
    
    
    $
    21,807
 See notes to unaudited condensed consolidated financial statements.
  7




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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
 Fair Value Measurements
  3. Recent Accounting Pronouncements
   8




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 4. InfoHighway Acquisition
  Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock
 5. Commitments and Contingencies
    6. Income Taxes
   9




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Broadview Networks Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(in thousands, except share information)
 7. Earnings per share
  Three Months Ended March 31,2008
    
    
    2009Loss available to common shareholders (Numerator):Net loss
    
    $
    (13,581
    )
    
    $
    (5,105
    )Dividends on preferred stock
    
    
    (15,352
    )
    
    
    (17,188
    )Loss available to common shareholders
    
    $
    (28,933
    )
    
    $
    (22,293
    )Shares (Denominator):Weighted average common shares outstanding:Class A common stock
    
    
    9,342,880
    
    
    
    9,342,880Class B common stock
    
    
    324,800
    
    
    
    336,575Total weighted average common shares outstanding  basic and diluted
    
    
    9,667,680
    
    
    
    9,679,455Loss available per common share  basic and diluted
    
    $
    (2.99
    )
    
    $
    (2.30
    )
  Earnings Per Share
  10




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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, 2008 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, 2008 filed with the SEC.
 Overview
      11




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Results of Operations
  Three Months Ended March 31,2008
    
    
    2009Revenues:Voice and data services
    
    
    87.4
    %
    
    
    86.5
    %Wholesale
    
    
    3.2
    %
    
    
    4.1
    %Access
    
    
    6.0
    %
    
    
    5.4
    %Total network services
    
    
    96.6
    %
    
    
    96.0
    %Other
    
    
    3.4
    %
    
    
    4.0
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Network services
    
    
    51.5
    %
    
    
    48.2
    %Other cost of revenues
    
    
    1.9
    %
    
    
    2.0
    %Selling, general and administrative
    
    
    33.8
    %
    
    
    34.2
    %Software development
    
    
    0.4
    %
    
    
    0.4
    %Depreciation and amortization
    
    
    15.6
    %
    
    
    11.0
    %Total operating expenses
    
    
    103.2
    %
    
    
    95.8
    %Income (loss) from operations
    
    
    (3.2
    %)
    
    
    4.2
    %Interest expense
    
    
    (7.7
    %)
    
    
    (8.2
    %)Interest income
    
    
    0.2
    %
    
    
    0.1
    %Loss before provision for income taxes
    
    
    (10.7
    %)
    
    
    (3.9
    %)Provision for income taxes
    
    
    (0.3
    %)
    
    
    (0.3
    %)Net loss
    
    
    (11.0
    %)
    
    
    (4.2
    %)
  12




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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;
 
    
    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.
    13




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Gross Profit (exclusive of depreciation and amortization)
   Three Months Ended March 31,2008
    
    
    2009Income (loss) from operations
    
    $
    (3,981
    )
    
    $
    5,131Depreciation and amortization
    
    
    19,216
    
    
    
    13,558Software development
    
    
    547
    
    
    
    441Selling, general and administrative
    
    
    41,740
    
    
    
    41,926Gross profit (exclusive of depreciation and amortization)
    
    $
    57,522
    
    
    $
    61,056
     
    
    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.
  14




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Selling, General and Administrative
   Depreciation and Amortization
  Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2009
   Three Months Ended March 31,2008
    
    
    2009% of Total
    
    
    
    
    
    
    % of TotalAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    % ChangeRevenues:Network services
    
    $
    119,323
    
    
    
    96.6
    %
    
    $
    117,820
    
    
    
    96.0
    %
    
    
    (1.3
    %)Other
    
    
    4,220
    
    
    
    3.4
    %
    
    
    4,887
    
    
    
    4.0
    %
    
    
    15.8
    %Total revenues
    
    
    123,543
    
    
    
    100.0
    %
    
    
    122,707
    
    
    
    100.0
    %
    
    
    (0.7
    %)Cost of revenues:Network services
    
    
    63,674
    
    
    
    51.5
    %
    
    
    59,161
    
    
    
    48.2
    %
    
    
    (7.1
    %)Other
    
    
    2,347
    
    
    
    1.9
    %
    
    
    2,490
    
    
    
    2.0
    %
    
    
    6.1
    %Total cost of revenues
    
    
    66,021
    
    
    
    53.4
    %
    
    
    61,651
    
    
    
    50.2
    %
    
    
    (6.6
    %)Gross profit:Network services
    
    
    55,649
    
    
    
    45.1
    %
    
    
    58,659
    
    
    
    47.8
    %
    
    
    5.4
    %Other
    
    
    1,873
    
    
    
    1.5
    %
    
    
    2,397
    
    
    
    2.0
    %
    
    
    28.0
    %Total gross profit
    
    $
    57,522
    
    
    
    46.6
    %
    
    $
    61,056
    
    
    
    49.8
    %
    
    
    6.1
    %
  15




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Revenues
  Three Months Ended March 31,2008
    
    
    2009% of Total
    
    
    
    
    
    
    % of TotalAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    % ChangeRevenues:Voice and data services
    
    $
    107,959
    
    
    
    87.4
    %
    
    $
    106,180
    
    
    
    86.5
    %
    
    
    (1.6
    %)Wholesale
    
    
    3,983
    
    
    
    3.2
    %
    
    
    4,999
    
    
    
    4.1
    %
    
    
    25.5
    %Access
    
    
    7,381
    
    
    
    6.0
    %
    
    
    6,641
    
    
    
    5.4
    %
    
    
    (10.0
    %)Total network services
    
    
    119,323
    
    
    
    96.6
    %
    
    
    117,820
    
    
    
    96.0
    %
    
    
    (1.3
    %)Other
    
    
    4,220
    
    
    
    3.4
    %
    
    
    4,887
    
    
    
    4.0
    %
    
    
    15.8
    %Total revenues
    
    $
    123,543
    
    
    
    100.0
    %
    
    $
    122,707
    
    
    
    100.0
    %
    
    
    (0.7
    %)
  Cost of Revenues (exclusive of depreciation and amortization)
   16




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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
    
    
    2009Interest expense
    
    $
    9,528
    
    
    $
    9,977Weighted average debt outstanding
    
    $
    309,327
    
    
    $
    332,448Effective interest rate
    
    
    12.32
    %
    
    
    12.00
    %
 Net Loss
   17




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Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
    Disputes
   18




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Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2009
 Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  New Accounting Standards
   Application of Critical Accounting Policies and Estimates
  Other Matters
   19




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     3 8
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
   20




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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
   21




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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.
  22




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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  23




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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.
  24