This discussion should be read together with our consolidated financial statements and their notes included elsewhere in this Annual Report. See "Forward-Looking Statements" and Item 1A - Risk Factors for a discussion of factors that could cause our future financial condition and results of operations to be different from those discussed below.

Business

We are a leading contractor to the wireless communications industry, providing a wide range of services primarily to wireless and traditional telecommunications carriers. Our core activities include communications infrastructure equipment construction and installation; site acquisition and zoning to support communication network build-outs; radio frequency and network design and engineering; radio transmission base station installation and modification; and in-building network design, engineering and construction. We also provide specialty communication services, configured solutions, staffing services and power system solutions. We provide some or all of these services to our customers, most of which are companies in the wireless telecommunications and/or data transmission industries, as well as to utility companies and government agencies and municipalities. Our customers rely on us to assist them in planning, site location and leasing. For a more complete discussion of our business, see Item 1 of this Annual Report entitled "Business".

On February 28, 2007, we entered into an Asset Purchase Agreement with Digital Communication Services, Inc. and its affiliates for the purchase of certain of its assets in Arlington, Texas. This acquisition expanded and strengthened our presence in Texas and the Midwest region. On April 16, 2007, we entered into an Asset Purchase Agreement with Radian Communication Services, Inc. ("Radian") to purchase certain of the U.S. assets and operations of Radian and assume certain liabilities of Radian. This acquisition expanded our presence in Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington, and added offices in Salem, Oregon and Tempe, Arizona. These acquisitions have allowed us to become a nation-wide service provider for our customers, the most significant of which have nationwide operations that require the types of services we provide. These acquisitions have also expanded our customer bases.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Major assets and liabilities that are subject to estimates include allowance for doubtful accounts, goodwill and other acquired intangible assets, deferred tax assets and certain accrued and contingent liabilities. One of the more significant processes requiring estimates is percentage-of-completion.

We recognize revenue and profit on our contracts as the work progresses using the percentage-of-completion method of accounting. Under this method, contracts in progress are valued at cost plus accrued profits less earned revenue and progress payments on uncompleted projects. This method relies on estimates of total expected contract revenue and costs.

We currently report our financial results on the basis of two reportable segments: (1) infrastructure construction and technical services and (2) site acquisition and zoning.

YEAR ENDED JUNE 30, 2009 COMPARED TO YEAR ENDED JUNE 30, 2008
(amounts in thousands unless otherwise stated)

Revenue

                                                      Years Ended June 30,
                                                       2009           2008        (Decrease)
Infrastructure construction and technical services    $   44,897     $  98,563      $ (53,666 )
Site acquisition and zoning                                9,594        29,809        (20,215 )
Total                                                 $   54,491     $ 128,372      $ (73,881 )

We had revenues of $54.5 million for the year ended June 30, 2009, versus $128.4 million for the year ended June 30, 2008. This represents a decrease of $73.9 million, or 58%.

Revenue from infrastructure construction and technical services decreased $53.7 million, or 54% for the year ended June 30, 2009 as compared to the year ended June 30, 2008 and represented 82% and 77% of total revenue for these years, respectively.

Site acquisition and zoning decreased $20.2 million, or 68% for the year ended June 30, 2009 as compared to the year ended June 30, 2008, and accounted for approximately 18% and 23% of total revenues for these years, respectively.

These decreases in revenue are related to several factors:

· Our largest customer during fiscal 2008, Sprint Nextel, cancelled purchase orders beginning in the fourth quarter of fiscal 2008 for work previously awarded to us, and asked us to delay the completion of other purchase orders. These cancellations and delays were related to Sprint's sale of its fourth generation, or 4G, WiMax networks business to Clearwire Communications ("Clearwire"), and were unrelated to our performance on these projects. This significantly impacted our financial results throughout fiscal 2009 as Sprint was previously our largest customer. We have actively sought to replace this work, and have received a number of purchase orders related to the continuation of this 4G work, primarily in the site acquisition and zoning segment of our business as this needs to be completed prior to the beginning of construction work. As of June 30, 2009, our backlog was approximately $24.8 million as compared to $15.2 million as of June 30, 2008 and $22.7 million as of March 31, 2009. We believe substantially all of our backlog at June 30, 2009 will be filled before the end of our fiscal year ending June 30, 2010. We believe our prospects for continuing to support the 4G network build-out are good so long as we continue to provide outstanding customer service, and this will present an important opportunity for new business for us in fiscal year 2010.

· Our fiscal 2009 was a period of transition for us. In fiscal 2008, almost 80% of our business was from one customer. We made a significant effort to diversify our customer base to remove the risks associated with reliance on one customer. We hired a national business development team to lead this effort, with a new Vice President level executive to lead this team. We also diversified into new lines of business, including our cable services and green energy groups. Perhaps most importantly, we began to emphasize seeking business from companies outside of the wireless industry, including wire-line, cable, and fiber companies, and enterprise and government clients. With the convergence of communications networks and technologies, we saw the need to service more than the wireless carriers that have historically been our top customers. This effort took time and resources, and we believe this planning will result in long-term financial rewards. We also believe that establishing these initiatives had a negative impact on our financial results in 2009 as we hired and trained new people with the appropriate skills sets to support these projects, and began long sales cycles with these new customers.

· Our fiscal second half was also a period of transition for some of our customers and their projects, and this had a negative impact on our revenue for that time period. Several of our customers are just beginning large-scale build-outs for new networks, including Clearwire and the development of its 4G network, and other customers, such as Verizon, that are beginning work on new LTE (or Long-Term Evolution) networks. While we are involved with these initiatives, and we have devoted significant time and resources to position ourselves to support these projects, they have only recently begun in earnest. In addition, some of our other customers completed projects during the third and fourth quarters of fiscal 2009 in some markets, and while we continue to work for these customers, we saw a decline in business from them immediately after the completion of these market launches.

· The general downturn in national and global economic conditions during fiscal 2009 also impacted us and we believe many of our customers, subcontractors, vendors and suppliers as well. Many of our customers delayed decision-making on capital spending budgets during this period, particularly during the beginning of calendar 2009, because of the uncertainty associated with general economic conditions. This in turn led to delays in initiating network development projects that were awarded to us. This required us to maintain staffing levels to support these projects, but in some cases being unable to fully utilize this staff until receiving authorization from our customers. In addition, we have seen and continue to see pricing pressure in some of our service lines, and we believe this is attributable in part to a shift in our customer base and to a lesser extent general economic conditions.

Historically we win and begin projects on an irregular basis, and, therefore, we have seen in normal economic conditions considerable variability in our historic quarterly results. In light of this, and the broad-based uncertainty surrounding general economic conditions, we expect to continue to see significant quarterly variability. We believe our overall financial position is strong, our customer base is diverse and has growth potential, and our backlog of business has grown significantly since December 31, 2008. We also see growth in the wireless industry, and we see our customers focused on expanding their networks to support growing subscriber needs. We also see the convergence of communications networks bringing new opportunities for us as wire-line, cable and fiber companies seek installation companies such as ours to support their network development and integration efforts. Our objective is to use the national platform and broad range of expertise we have developed so that we can take advantage of these growth opportunities as they present themselves. We expect our revenue to increase over the course of fiscal 2010 primarily during the third and fourth quarters, with an overall revenue increase in fiscal 2010 over fiscal 2009.

We recognize revenue using the percentage-of-completion method of accounting.

Cost of Revenue

                                                       Years Ended June 30,
                                                        2009           2008        (Decrease)
Infrastructure construction and technical services    $    33,960     $  64,643      $ (30,683 )
Site acquisition and zoning                                 4,826        18,809        (13,983 )
Total                                                 $    38,786     $  83,452      $ (44,666 )

Our cost of revenue was $38.8 million and $83.5 million for the years ended June 30, 2009 and 2008, respectively. This represents a decrease of $44.7 million, or 54%, during a period when sales decreased 58%. These amounts represent 71% and 65% of total revenues for the years ended June 30, 2009 and 2008, respectively.

Cost of revenue for infrastructure construction and technical services decreased $30.7 million for the year ended June 30, 2009 as compared with the year ended June 30, 2008. This represents a decrease of approximately 47% during a period when sales for this segment decreased 54%.

Cost of revenue for site acquisition and zoning services decreased $14.0 million for the year ended June 30, 2009 from the similar period ended June 30, 2008. This represents a decrease of approximately 74% during a period when sales for this segment decreased 68%.

Gross Profit

                                                       Years Ended June 30,
                                                        2009           2008        (Decrease)
Infrastructure construction and technical services    $    10,937     $  33,920      $ (22,983 )
Site acquisition and zoning                                 4,768        11,000         (6,232 )
                                                      $    15,705     $  44,920      $ (29,215 )

Our gross profit for the years ended June 30, 2009 and 2008 was $15.7 million and $44.9 million, or 29% and 35% of revenues, respectively. This decrease in gross margin was in part caused by an increase in infrastructure construction and technical services revenue from 77% of total revenue to 82%. Margins from infrastructure construction and technical services are typically lower than those associated with site acquisition and zoning.

In light of the current telecommunications market and economic conditions in general, we have decided to bid our services more aggressively than we have in the past. Competition has increased and many of our customers are exploring ways to reduce costs, which could impact pricing for some services. In addition, we have been awarded a significant amount of work from OEMs and other project management companies that do work for the carriers, which is at a lower profit margin than the work we do directly for our carrier customers. This has led to a decrease in our gross profit margins.

Selling, General and Administrative Expenses

                                                       Years Ended June 30,
                                                        2009           2008        (Decrease)
Infrastructure construction and technical services    $    17,409     $  20,885      $   (3,476 )
Site acquisition and zoning                                 3,064         4,818          (1,754 )
                                                      $    20,473     $  25,703      $   (5,230 )

Selling, general and administrative expenses for the year ended June 30, 2009 was $20.5 million as compared to $25.7 million for the year ended June 30, 2008. This represents a decrease of approximately $5.2 million, or 20% during a period when revenues decreased 58%. $2.2 million represents a decrease in payroll expenses. Additionally, as we aggressively managed our cost, we recognized decreased spending of approximately $0.7 million in insurance premiums, $0.6 million in accounting and legal fees, $0.5 million in occupancy expenses. The year ended June 30, 2008 included a charge of $0.2 million to increase our estimated reserve for an assessment by a state department of revenue. Selling, general and administrative expenses did not decrease at the same rate as revenue in part because the Company maintained its nation-wide platform required to support anticipated growth and increased revenue.

Depreciation and Amortization

Depreciation expense for the year ended June 30, 2009 was $0.9 million as compared to $0.8 million for the year ended June 30, 2008. This represents an increase of $0.1 million.

Amortization expense for the year ended June 30, 2009 was $0.4 million as compared to $0.4 million for the year ended June 30, 2008.

Interest Income and Expense

Interest income for the year ended June 30, 2009 was $59 thousand, a decrease of $12 thousand from $71 thousand for the year ended June 30, 2008. This decrease was caused by the decrease in cash and cash equivalents during the year ended June 30, 2009.

Interest expense for the year ended June 30, 2009 was $0.2 million. This represents a decrease of $1.2 million from $1.4 million for the year ended June 30, 2008. This decrease was primarily caused by the conversion in June 2008 of our 7% Subordinated Convertible Note with Sigma and the other participating noteholders and the reduced usage of our lines of credit with Presidential and PNC.

Amortization of deferred financing fees and accretion of debt discount was $60 thousand for the year ended June 30, 2009 as compared to $2.0 million for the year ended June 30, 2008. This decrease was caused by the issuance of warrants related to our financing transactions with Sigma and the other participating noteholders during the fiscal year ended June 30, 2008.

Other Income

Other income increased to $0.4 million during the year ended June 30, 2009 as compared to $0.2 million for the year ended June 30, 2008. These amounts primarily relate to subrental income recognized on office and warehouse space formerly occupied by the Company and royalty income from mineral rights recognized from land owned by the Company, as well as the settlement of a litigation claim which resulted in an increase of approximately $0.3 million to our income before income taxes for the year ended June 30, 2009.

Income Tax Expense (Benefit)

Income tax benefit was $2.5 million for the year ended June 30, 2009 as compared to a tax expense of $6.4 million for the year ended June 30, 2008. The effective tax rate for the years ended June 30, 2009 and 2008 was 42% and 43%, respectively.

At June 30, 2009, we had total income taxes receivable of approximately $2.7 million, consisting of $2.2 million federal and $0.5 million state income taxes receivable which we expect to receive during the third quarter of fiscal 2010.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2009, we had consolidated current assets of approximately $26.5 million, including cash and cash equivalents of approximately $1.4 million and net working capital of approximately $14.3 million. Historically, we have funded our operations primarily through operating cash flow, the proceeds of private placements of our common and preferred stock and borrowings under loan arrangements. The principal uses of cash during the year ended June 30, 2009 have been working capital, and purchases of property and equipment.

On April 17, 2008, we entered into a revolving line of credit with PNC Bank, National Association as lead lender, which provides for revolving loan advances from time to time in an amount up to the lesser of: (i) 85% of the value of certain of our receivables approved by the lenders as collateral; or (ii) $15.0 million. Outstanding borrowings are secured by a blanket security interest in favor of the lender that covers all of our receivables, equipment, general intangibles, inventory, investment property, certain real property, certain leasehold interests, all subsidiary stock, records and other property. The loan terms have covenants and conditions which include financial tests for minimum undrawn loan availability, minimum Fixed Charge Coverage Ratios (as that term is defined in the PNC Facility), and minimum EBITDA levels, all generally measured on quarterly basis.

BCI was not in compliance with its Fixed Charge Coverage Ratio for its second fiscal quarter. BCI entered into an Amendment with PNC which waived compliance with the ratio, increased the interest rates and provided that during the term of the PNC Facility as amended, BCI would observe the following financial covenants:

1. Minimum Undrawn Availability: BCI cannot cause, suffer or permit Undrawn Availability plus cash on deposit at PNC to be less than (1) Two Million Two Hundred Fifty Thousand ($2,250,000) Dollars as of March 31, 2009, or (2) Three Million Five Hundred Thousand ($3,500,000) Dollars as of June 30, 2009;

2. Fixed Charge Coverage Ratio: BCI must cause to be maintained at all times a Fixed Charge Coverage Ratio of not less than (1) 1.00 to 1.00 from July 1, 2009 through September 30, 2009, (2) 1.10 to 1.00 from October 1, 2009 through June 30, 2010, tested quarterly on a building four (4) quarter basis, and (3) 1.10 to 1.00 thereafter, tested quarterly on a rolling four (4) quarter basis;

3. Minimum EBITDA: BCI cannot cause, suffer or permit EBITDA to be less than (1) Two Million Six Hundred Twenty-Two Thousand ($2,622,000) Dollars for the trailing twelve months ending March 31, 2009, or (2) One Million Five Hundred Thousand ($1,500,000) Dollars for the fiscal quarter ending June 30, 2009.

As a result of our operating results, we breached the minimum EBITDA covenants noted above. To correct this issue, on September 25, 2009 the Company and PNC entered into a Second Amendment to Revolving Credit and Security Agreement (the "Second Amendment") to amend the PNC Facility. Pursuant to the terms of the Second Amendment, PNC waived compliance by BCI with the minimum EBITDA covenants, and therefore BCI is in complete compliance with all terms and conditions of the PNC Facility as of the date of this Annual Report. Going forward, there is no longer a minimum undrawn availability covenant or a minimum EBITDA covenant, but BCI must maintain compliance with the Fixed Charge Coverage Ratio noted above.

The balance outstanding at June 30, 2009 was $3.0 million and the amount additionally available on the line of credit was $7.7 million.

Our ability to satisfy our current obligations is dependent upon our cash on hand, borrowings under our credit facility with PNC, and the operations of BCI. Our current obligations consist of capital expenditures, debt service and funding working capital. In the event we are not able to generate positive cash flow in the future, or if we incur unanticipated expenses for operations and are unable to acquire additional capital or financing, we will likely have to reassess our strategic direction, make significant changes to our business operations and substantially reduce our expenses until such time as we achieve positive cash flow. The cancellation and/or deferral of a number of projects from our largest customer may have a material impact on our ability to generate sufficient cash flow in future periods. We anticipate that certain cost savings strategies will be necessary unless and until our largest customer elects to proceed with these cancelled or deferred projects or we have obtained orders from other customers sufficient to replace these projects.

The net cash flows for the years ended June 30, 2009 and 2008 are as follows:

                                                       For the Years Ended
                                                            June 30,
                                                        2009          2008
Net cash (used in) provided by operating activities    $  (2,527 )   $  7,944
Net cash used in investing activities                       (599 )       (947 )
Net cash (used in) provided by financing activities        1,343       (6,307 )

Cash Provided by / Used in Operating Activities

Net cash used in operating activities for the year ended June 30, 2009 totaled approximately $2.5 million. Net cash provided by operating activities for the year ended June 30, 2008 was approximately $7.9 million.

During the year ended June 30, 2009, cash used in operating activities primarily resulted from an operating loss of $1.0 million, net of non-cash charges. Cash provided by operating activities primarily resulted from a decrease in accounts receivable of $10.9 million and a decrease in other assets of $0.5 million which were partly offset by decreases in accrued liabilities of $8.4 million and accrued income taxes of $1.8 million.

During the year ended June 30, 2008, cash provided by operating activities primarily resulted from operating income of $12.6 million, net of non-cash charges. Cash used in operating activities primarily resulted from an increase in accounts receivable of $8.3 million due to increased revenue during the period and decreases in accounts payable of $2.6 million. These amounts were partly offset by increases in accrued liabilities of $4.8 million and accrued income taxes of $1.5 million.

Cash Used in Investing Activities

Cash used in investing activities for the years ended June 30, 2009 and 2008 totaled approximately $0.6 million and $0.9 million, respectively.

During the year ended June 30, 2009, cash used in investing activities primarily resulted from purchases of property and equipment of $0.4 million.

During the year ended June 30, 2008, cash used in investing activities primarily resulted from purchases of property and equipment of $1.0 million.

Cash Provided by / Used In Financing Activities

Cash provided by financing activities for the year ended June 30, 2009 totaled approximately $1.3 million as compared to cash used in financing activities for the year ended June 30, 2008 of approximately $6.3 million.

During the year ended June 30, 2009, cash provided by financing activities resulted primarily from net borrowings under our credit line of $2.8 million which was partly offset by the repayment of other debt of $1.3 million.

During the year ended June 30, 2008, cash used in financing activities primarily resulted from a net pay down under our credit line of $5.3 million and repayment of other debt of $1.0 million.

We believe our existing cash, cash equivalents and line of credit will be sufficient to meet our cash requirements in the near term. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of capital expenditures to support our contracts and expansion of sales and marketing. We cannot assure that additional equity or debt financing will be available on acceptable terms, or at all. We expect our sources of liquidity beyond twelve months will be our then current cash balances, funds from operations, if any, our current PNC credit facility and any additional equity or credit facilities we can arrange.

Forward-Looking Statements

"Forward-looking" statements appear throughout this Report. We have based these forward-looking statements on our current expectations and projections about future events. It is important to note that the occurrence of the events described in these statements and elsewhere in this Report, including, without limitation, those risks identified in Item 1A - Risk Factors set forth elsewhere in this Report, could have an adverse effect on the business, results of operations or financial condition of the Company.

Forward-looking statements in this Annual Report include, without limitation, the following statements concerning:
· our financial condition and strategic direction;

· our future capital requirements and our ability to satisfy our capital needs;

· the potential generation of future revenues and/or earnings;

· our ability to adequately staff our service offerings;

· opportunities for us from new and emerging wireless technologies;

· our ability to obtain additional financing;

· our growth strategy;

· trends in the wireless telecommunications industry;

· key drivers of change in our business;

· our competitive position; and

· other statements that contain words like "believe", "anticipate", "expect" and similar expressions that are also used to identify forward-looking statements.

It is important to note that all of our forward-looking statements are subject to a number of risks, assumptions and uncertainties, such as:
· risks related to a concentration in revenues from a small number of customers;

. . .