Cautionary Statement for the Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Certain information included in this Quarterly Report on Form 10-Q (the "Quarterly Report") and in our other reports, SEC filings, statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning our anticipated operating results, financial resources, growth and expansion and the ability to obtain new contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other reports, SEC filings, statements and presentations. Therefore, this Quarterly Report should only be read in context described under "Forward-Looking Statements" and "Risk Factors" below.

The SEC encourages companies to disclose forward-looking information so that investors and stockholders can better understand a company's future prospects and make investment decisions. "Forward-looking" statements appear throughout this Quarterly Report. We have based these forward-looking statements on our current expectations and projections about future events. We have attempted, wherever possible, to identify such statements by using words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with any discussions of future operating or financial performance.

The important factors listed in Part II, Item 1A of this Quarterly Report and in our Annual Report on Form 10-K for our fiscal year ended June 30, 2009 (the "Annual Report") under the heading entitled "Risk Factors," as well as all other cautionary language in this Quarterly Report, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in these "forward-looking" statements. It is important to note that the occurrence of the events described in these considerations and elsewhere in this Quarterly Report and our Annual Report could have an adverse effect on the business, results of operations or financial condition of the entity affected.

Forward-looking statements in this Quarterly Report include, without limitation, 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 revenue;

† our ability to adequately staff our service offerings;

† the potential for cost overruns and costs incurred upon failing to meet agreed standards;

† 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 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 (and in no particular order):

† risks related to the market for our shares;

† risks related to disruptions in the global capital markets;

† risks related to a concentration of revenue from a small number of customers;

† risks associated with competition in the wireless telecommunications industry;

† risks that we will not be able to generate positive cash flow;

† risks that we may not be able to obtain additional financing;

† risks that we will not be able to take advantage of new and emerging wireless technologies; and

† risks that we will be unable to adequately staff our service offerings.

This list is only an example of the risks that may affect the forward-looking statements. If any of these risks or uncertainties materialize (or if they fail to materialize), or if the underlying assumptions are incorrect, then actual results may differ materially from those projected in the forward-looking statements.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, without limitation, those discussed elsewhere in this Quarterly Report. It is important not to place undue reliance on these forward-looking statements, which reflect our analysis, judgment, belief or expectation only as of the date of this Quarterly Report. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report.

Summary of Operating Results

The following table presents consolidated selected financial information. The statement of operations data for the three months ended September 30, 2009, and 2008, has been derived from our unaudited consolidated financial statements that, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the data for such period. We operate in two reportable segments: (1) infrastructure construction and technical services, and (2) site acquisition and zoning to wireless communications carriers.

All amounts presented herein are expressed in thousands, except share and per-share data, unless otherwise specifically noted.

                                                                      Three Months Ended
                                                                        September 30,
                                                                     2009              2008
Statement of Operations Data:
Revenue                                                         $        17,715     $   13,086
Gross margin                                                              4,735          5,611
Operating income (loss)                                                    (705 )          115
Net income (loss)                                                          (470 )           86

Net income (loss) allocable to common shareholders per share:
Basic                                                           $         (0.02 )   $     0.00
Diluted                                                         $         (0.02 )   $     0.00

Weighted average number of shares outstanding
Basic                                                                    26,516         26,263
Diluted                                                                  26,516         27,531

                                                                 September 30,       June 30,
                                                                     2009              2009
Balance Sheet Data:
Current assets                                                  $        30,161     $   26,490
Total assets                                                             37,959         34,557
Current liabilities                                                      16,152         12,191
Long-term debt, net of debt discount and current portion                    174            212
Shareholder's equity                                                     21,534         22,049

Three months ended September 30, 2009, compared to three months ended September

30, 2008
(Amounts in Thousands Unless Otherwise Stated)

Revenue
                                                        Three Months Ended
                                                          September 30,
                                                        2009          2008         Increase

Infrastructure construction and technical services   $   13,728     $  11,716     $    2,012
Site acquisition and zoning                               3,987         1,370          2,617
Total                                                $   17,715     $  13,086     $    4,629

We had revenue of $17.7 million for the three months ended September 30, 2009, versus $13.1 million for the three months ended September 30, 2008. This represents an increase of $4.6 million, or 35%. Revenue from infrastructure construction and technical services increased $2.0 million from $11.7 million, or 17% for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. Revenue from site acquisition and zoning increased $2.6 million, or 191%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. These increases primarily relate to the expansion of our work supporting the 4G WiMax build out across the country, as well as our work on a major airport in-building technical services project.

We recognize revenues from contracts using the percentage-of-completion method of accounting.

Cost of Revenue
                                                         Three Months Ended
                                                            September 30,
                                                         2009           2008         Increase
 Infrastructure construction and technical services   $    10,525     $   7,391     $    3,134
 Site acquisition and zoning                                2,455            84          2,371
 Total                                                $    12,980     $   7,475     $    5,505

Our cost of revenue was $13.0 million and $7.5 million for the three months ended September 30, 2009 and 2008, respectively. This represents an increase of $5.5 million, or 74%, during a period when sales increasead 35%. These amounts represent 73% and 57% of total revenue for the three months ended September 30, 2009 and 2008, respectively.

Cost of revenue for infrastructure construction and technical services increased $3.1 million from $7.4 million for the three months ended September 30, 2008 to $10.5 million for the three months ended September 30, 2009. This represents an increase of 42% during a period when revenue increased 17%.

Cost of revenue for site acquisition and zoning increased $2.4 million from $0.1 million for the three months ended September 30, 2008 to $2.5 million for the three months ended September 30, 2009.

Gross Profit
                                                        Three Months Ended
                                                           September 30,             Increase
                                                        2009           2008         (Decrease)
Infrastructure construction and technical services   $    3,203      $   4,325     $     (1,122 )
Site acquisition and zoning                               1,532          1,286              246
                                                     $    4,735      $   5,611     $       (876 )

Our gross profit for the three months ended September 30, 2009, was $4.7 million as compared to $5.6 million for the three months ended September 30, 2008. Our gross profit margin as a percentage of revenue was approximately 27% for the three months ended September 30, 2009, as compared to 43% for the three months ended September 30, 2008. This decrease is further explained below.

Our gross profit is lower than it has been historically because, in light of the current telecommunications market and economic conditions generally, we have been required 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 for our carrier customers. This has led to a decrease in our gross profit margin. For the first quarter of fiscal 2009, our margins were higher than we typically see, primarily because of premature close-outs of certain jobs related to the transition of 4G WiMax work. Absent these job cancellations in the first quarter of fiscal 2009, our gross profit margin would have been approximately 32%.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2009 were $5.1 million as compared to $5.2 million for the three months ended September 30, 2008. This represents an overall decrease of $0.1 million.

Depreciation and Amortization

Depreciation recorded on fixed assets totaled approximately $0.2 million for both of the three months ended September 30, 2009 and 2008, respectively. Amortization of intangible assets acquired as a result of the Digitcom and Radian acquisitions resulted in amortization expense of approximately $0.1 million in both of the three months ended September 30, 2009 and 2008, respectively.

Interest Expense

We recognized $0.1 million in interest expense during both of the three months ended September 30, 2009 and 2008, respectively.

Amortization of Deferred Financing Fees and Accretion of Debt Discount

We recognized $15 thousand in amortization of deferred financing fees during both of the three months ended September 30, 2009 and 2008, respectively.

Other Income

We recognized $23 thousand in other income during the three months ended September 30, 2009. During the three months ended September 30, 2008, we recognized $0.3 million in other income, which is the result of the settlement of a lawsuit which was filed on May 7, 2007 and settled on September 19, 2008 which resulted in (i) a payment from the defendant to us of $0.4 million in exchange for our agreement to release them from all claims, and (ii) a payment from the defendant of $0.2 million related to disputed invoices that had been reserved for, which were not related to the litigation. After payment of legal fees, the litigation settlement resulted in other income of $0.3 million for the first quarter of fiscal 2009.

Income Taxes

We recorded income tax benefit of $0.3 million and income tax expense of $0.3 million for the three months ended September 30, 2009 and 2008, respectively. Included in the income tax expense for the first quarter of fiscal 2009 is approximately $0.2 million representing an adjustment to certain items previously considered deductible to our fiscal year end 2008 income tax expense. This amount was not material to either our income tax expense or net income for the fiscal year end 2008. This amount is reflected as a current tax expense for the three months ended September 30, 2008.

At June 30, 2009, we had net operating loss carryforwards for federal and state income tax purposes of approximately $1.2 million expiring in 2026 and approximately $6.1 million expiring between 2012 and 2014, respectively, which may be applied against future taxable income. We can only utilize approximately $1.0 million per year of the federal carryforward due to limitations as a result of the Acquisition and Old Berliner reorganization.

At September 30, 2009, we had total income taxes receivable of $2.5 million, consisting of $2.2 million federal and $0.3 million state income taxes receivable which we expect to receive during the third quarter of fiscal 2010.

Liquidity and Capital Resources

At September 30, 2009, we had consolidated current assets of approximately $30.2 million, including cash and cash equivalents of approximately $2.2 million and net working capital of approximately $14.0 million. Historically, we have funded our operations primarily through operating cash flow, the proceeds of private placements of our common stock and borrowings under loan arrangements. The principal use of cash during the three months ended September 30, 2009 was to fund the increase in accounts receivable.

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 Lenders 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 balance outstanding at September 30, 2009 was $5.2 million and the amount additionally available on the line of credit was $6.8 million.

Under the PNC Facility, BCI must observe certain customary financial covenants, including maintaining a Fixed Charge Coverage Ratio (as that term is defined in the PNC Facility) for the quarter ended September 30, 2009 of not less than 1.00 to 1.00. On November 11, 2009, we determined that we were no longer in compliance with the Fixed Charge Coverage Ratio covenant. A violation of this financial covenant, unless waived by the Lenders, constitutes an event of default under the PNC Facility, giving the Lenders the right to (i) accelerate all of BCI's indebtedness and any interest accrued thereon under the PNC Facility, (ii) terminate the PNC Facility, (iii) refuse to make any additional advances under the PNC Facility, and (iv) exercise any and all other rights or remedies as provided for in the PNC Facility including, but not limited to, increasing the interest rate for revolving Domestic Loans (as defined in the PNC Facility) by two percent (2%) per annum. While we have been told by the Lenders that they have no intention to terminate the PNC Facility or demand immediate repayment of the outstanding debt as a result of the aforementioned event of default, the Lenders have the right to do so.

BCI is in discussion with the Lenders to waive the current non-compliance with the financial covenant. While BCI expects to negotiate an acceptable resolution, there can be no assurance that BCI will be able to negotiate a waiver or an amendment, or that such waiver or amendment will be on terms acceptable to BCI. If BCI is unable to obtain a waiver from or enter into an amendment with the Lenders, it could have a material adverse effect on our financial position and our ability to execute our growth plans.

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. Our ability to raise additional capital or financing, if necessary, may be negatively impacted by recent downturns in the capital markets and the U.S. economy in general.

As of September 30, 2009, our backlog was approximately $32.5 million as compared to $24.8 million as of June 30, 2009. We believe substantially all of our backlog at September 30, 2009 will be filled within the fiscal year ending June 30, 2010.

The net cash provided by (used in) operating, investing and financing activities for the three months ended September, 2009 and 2008, is summarized below:

                                                                  For the three months ended
                                                                         September 30,
                                                                    2009                2008
Net cash (used in) provided by operating activities            $       (1,133 )     $      2,026
Net cash used in investing activities                                     (32 )             (109 )
Net cash (used in) provided by financing activities                     1,983               (151 )

Cash (used in) provided by operating activities.

Net cash used in operating activities in the three months ended September 30, 2009 was approximately $1.1 million and net cash provided by operating activities was $2.0 million in the three months ended September 30, 2008. During the three months ended September 30, 2009, cash flow used in operating activities primarily resulted from our operating loss, net of non-cash charges, of approximately $0.4 million, which represents a decrease of $1.2 million from the three months ended September 30, 2008. This decrease was primarily caused by net loss of $0.5 million as compared to net income of $86 thousand, and increases in non-cash charges of $ 0.3 million in net deferred tax assets. We also realized an increase in accounts receivable of approximately $2.5 million due to increased revenue during the three months ended September 30, 2009. These were partly offset by increases in accounts payable of approximately $1.2 million and accrued liabilities of approximately $0.4 million. In the three months ended September 30, 2008, cash provided by operating activities primarily resulted from operating income, net of non-cash charges, of approximately $0.8 million, a decrease in accounts receivable of approximately $9.7 million, and decreases in accounts payable of approximately $1.7 million and accrued liabilities of approximately $5.1 million.

Cash used in investing activities.

Net cash used in investing activities was approximately $32 thousand and $0.1 million in the three months ended September 30, 2009 and 2008, respectively. During both of the three months ended September 30, 2009 and 2008, cash used in investing activities was primarily used for the purchase of fixed assets.

Cash (used in) provided by financing activities.

Net cash provided by financing activities was approximately $2.0 million in the three months ended September 30, 2009 as compared to cash used of $0.2 million in the three months ended September 30, 2008. During the three months ended September 30, 2009, net cash provided by financing activities consisted primarily of drawing down the PNC line of credit by $2.2 million which was partly offset by the repayment of long-term debt of $0.2 million. During the three months ended September 30, 2008, net cash used in financing activities consisted primarily of repayment of long-term debt of $0.3 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.