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, 2008 (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 our business, results of operations or financial condition.

Forward-looking statements in this Quarterly Report include, without limitation, statements concerning:

· our ability to generate future revenue;

† our financial condition and strategic direction;

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

† 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;

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

· risks related to our ability to remain in compliance with our credit facility with PNC Bank;

† 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 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 and nine months ended March 31, 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          Nine months ended
                                       March 31,                  March 31,
                                   2009          2008         2009         2008
Statement of Operations Data:
Revenue                         $   11,105     $ 28,696     $ 38,726     $ 103,971
Gross margin                         2,334        8,489       11,582        32,716
Operating income (loss)             (3,024 )      2,218       (5,042 )      12,851
Net income (loss)                   (1,542 )        900       (2,770 )       6,385

Net income (loss) per share
Basic                           $    (0.06 )   $   0.05     $  (0.10 )   $    0.37
Diluted                         $    (0.06 )   $   0.04     $  (0.10 )   $    0.27



                                March 31,      June 30,
                                  2009           2008
Balance Sheet Data:
Current assets                 $    23,880     $  36,672
Total assets                        32,142        43,269
Current liabilities                  9,192        20,056
Long-term debt, net of debt
discount and current portion           245           772
Shareholders' equity                22,595        22,337

Three months ended March 31, 2009, compared to three months ended March 31, 2008
(Amounts in Thousands Unless Otherwise Stated)

Revenue

                                                       Three months ended
                                                           March 31,
                                                       2009          2008        (Decrease)
Infrastructure construction and technical services    $   8,798     $  21,125      $ (12,327 )
Site acquisition and zoning                               2,307         7,571         (5,264 )
Total                                                    11,105        28,696        (17,591 )

We had revenue of $11.1 million for the three months ended March 31, 2009, versus $28.7 million for the three months ended March 31, 2008. This represents a decrease of $17.6 million, or 61%. Revenue from infrastructure construction and technical services decreased $12.3 million from $21.1 million, or 58% for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Revenue from site acquisition and zoning decreased $5.3 million from $7.6 million, or 70%, for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. This decrease in revenue is 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 in the quarters ended September 30 and December 31, 2008 and it has continued to negatively impact financial results for the quarter ended March 31, 2009. We have actively sought to replace this work with additional projects from Clearwire and other customers, and have received a number of purchase orders related to the continuation of this work, primarily in the site acquisition and zoning segment of our business. As of March 31, 2009, our backlog was approximately $22.7 million as compared to $15.2 million as of June 30, 2008 and $9.7 million as of December 31, 2008. We believe substantially all of our backlog at March 31, 2009 will be filled before the end of our first quarter of fiscal 2010. We believe the prospects for resumption of the 4G network build-out by Clearwire will present an important opportunity for new business in the fourth quarter of fiscal 2009 and the entire fiscal year 2010.

· Our fiscal third quarter was a period of transition for some of our customers and their projects, and this had a negative impact on our revenue for the quarter. 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 not yet begun in earnest. In addition, some of our other customers completed projects during the third quarter 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.

Going forward, the general downturn in national and global economic conditions may impact us and possibly our customers, subcontractors, vendors and suppliers, but we cannot predict the extent of this impact at this time. We continue to see pricing pressure in some of our service lines, and we believe this is attributable to a shift in our customer base and to a lesser extent general economic conditions. In addition, bidding for some new projects has become more competitive. Therefore, while we do not expect our fourth quarter fiscal 2009 revenue to match our revenue for the same period of fiscal 2008, we do expect it to increase compared to our fiscal 2009 third quarter revenue because of the new business we have been awarded.

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 expect our fiscal 2009 annual results to be substantially lower than our fiscal 2008 financial results, primarily because of the factors we discuss above. However, 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. Our objective is to maintain and support the national platform we have developed so that we can take advantage of growth opportunities as they present themselves.

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

Cost of Revenue

                                                       Three months ended
                                                            March 31,
                                                       2009           2008        (Decrease)
Infrastructure construction and technical services    $    7,337     $  15,133      $  (7,796 )
Site acquisition and zoning                                1,434         5,074         (3,640 )
Total                                                 $    8,771     $  20,207      $ (11,436 )

Our cost of revenue was $8.8 million and $20.2 million for the three months ended March 31, 2009 and 2008, respectively. This represents a decrease of $11.4 million, or 57%, during a period when revenue decreased 61%. These amounts represent 79% and 70% of total revenue for the three months ended March 31, 2009 and 2008, respectively.

Cost of revenue for infrastructure construction and technical services decreased $7.8 million from $15.1 million for the three months ended March 31, 2008 to $7.3 million for the three months ended March 31, 2009. This represents a decrease of 51% during a period when corresponding revenue decreased 58%.

Cost of revenue for site acquisition and zoning decreased $3.6 million from $5.1 million for the three months ended March 31, 2008 to $1.4 million for the three months ended March 31, 2009. This represents a decrease of 72% during a period when corresponding revenue decreased 70%.

Gross Margin

                                                       Three months ended
                                                            March 31,
                                                       2009           2008        (Decrease)
Infrastructure construction and technical services    $    1,461     $   5,992      $   (4,531 )
Site acquisition and zoning                                  873         2,497          (1,624 )
Total                                                 $    2,334     $   8,489      $   (6,155 )

Our gross margin for the three months ended March 31, 2009, was $2.3 million as compared to $8.5 million for the three months ended March 31, 2008. Our gross margin as a percentage of revenue was approximately 21% for the three months ended March 31, 2009, as compared to 30% for the three months ended March 31, 2008.

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, which we believe will continue to be lower than our historic margins at least through the end of fiscal 2009.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2009 were $5.0 million as compared to $5.9 million for the three months ended March 31, 2008. This represents an overall decrease of $0.9 million, or 15%, which consists primarily of decreases in insurance and professional fees of $0.5 million, rent and other occupancy costs of $0.4 million and payroll related expenses of $0.1 million.

Depreciation and Amortization

Depreciation recorded on fixed assets during both of the three months ended March 31, 2009 and 2008 totaled approximately $0.2 million, 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 March 31, 2009 and 2008, respectively.

Interest Expense

We recognized $57 thousand in interest expense during the three months ended March 31, 2009 as compared to $0.3 million during the three months ended March 31, 2008. This 78% 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 line of credit with PNC.

Amortization of Deferred Financing Fees and Accretion of Debt Discount

We recognized $15 thousand and $0.4 million in amortization of deferred financing fees and interest accretion caused by the issuance of warrants related to our financing transactions with Sigma and the other participating noteholders during the three months ended March 31, 2009 and 2008, respectively.

Income Taxes

We recorded income tax benefit of $1.5 million and income tax expense of $0.8 million for the three months ended March 31, 2009 and 2008, respectively. The effective income tax rate for the three months ended March 31, 2009 was 50% as compared to 46% for the three months ended March 31, 2008. The Company recorded an additional $0.2 million of income tax benefit during both of the three months ended March 31, 2009 and 2008 related to a true-up of the previous fiscal year end 2008 income tax accrual.

At June 30, 2008, we had net operating loss carryforwards for federal and state income tax purposes of approximately $1.2 million expiring in 2026, which may be applied against future taxable income. We can only utilize certain NOL's of approximately $64 thousand per year due to limitations as a result of certain Acquisitions (see Note 1 of our Consolidated Financial Statements).

Nine months ended March 31, 2009, compared to nine months ended March 31, 2008
(Amounts in Thousands Unless Otherwise Stated)

Revenue
                                                       Nine months ended
                                                           March 31,
                                                      2009          2008        (Decrease)
Infrastructure construction and technical services   $  33,556     $  84,043      $ (50,487 )
Site acquisition and zoning                              5,170        19,928        (14,758 )
Total                                                $  38,726     $ 103,971      $ (65,245 )

We had revenue of $38.7 million for the nine months ended March 31, 2009, versus $104.0 million for the nine months ended March 31, 2008. This represents a decrease of $65.2 million, or 63%. Revenue from infrastructure construction and technical services decreased $50.5 million from $84.0 million, or 60% for the nine months ended March 31, 2009 as compared to the nine months ended March 31, 2008. Revenue from site acquisition and zoning decreased $14.8 million from $19.9 million, or 74%, for the nine months ended March 31, 2009 as compared to the nine months ended March 31, 2008.

This decrease in revenue is related in large part to the cancellation of a substantial number of purchase orders by Sprint Nextel starting in the fourth quarter of our 2008 fiscal year in connection with Sprint's sale of the 4G WiMax network business to Clearwire. The timing for Clearwire's resumption of the buildout for the 4G network adversely affected our revenue during the nine month period. See the discussion above under the heading "Revenue" for the third quarters of 2009 and 2008 for a more detailed description of the same factors as applied to those periods.

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

Cost of Revenue

                                                      Nine months ended
                                                          March 31,
                                                      2009         2008       (Decrease)
Infrastructure construction and technical services   $ 24,871     $ 57,197      $ (32,326 )
Site acquisition and zoning                             2,273       14,058        (11,785 )
Total                                                $ 27,144     $ 71,255      $ (44,111 )

Our cost of revenue was $27.1 million and $71.3 million for the nine months ended March 31, 2009 and 2008, respectively. This represents a decrease of $44.1 million, or 62%, during a period when revenue decreased 63%. These amounts represent 70% and 69% of total revenue for the nine months ended March 31, 2009 and 2008, respectively.

Cost of revenue for infrastructure construction and technical services decreased $32.3 million from $57.2 million for the nine months ended March 31, 2008 to $24.9 million for the nine months ended March 31, 2009. This represents a decrease of 57% during a period when corresponding revenue decreased 60%.

Cost of revenue for site acquisition and zoning decreased $11.8 million from $14.1 million for the nine months ended March 31, 2008 to $2.3 million for the nine months ended March 31, 2009. This represents a decrease of 84% during a period when corresponding revenue decreased 74%.

Gross Margin

                                                      Nine months ended
                                                          March 31,
                                                      2009         2008       (Decrease)
Infrastructure construction and technical services   $  8,685     $ 26,846      $ (18,161 )
Site acquisition and zoning                             2,897        5,870         (2,973 )
Total                                                $ 11,582     $ 32,716      $ (21,134 )

Our gross margin for the nine months ended March 31, 2009 decreased 65% to $11.6 million as compared to $32.7 million for the nine months ended March 31, 2008. Our gross margin as a percentage of revenue was approximately 30% for the nine months ended March 31, 2009, as compared to 31% for the nine months ended March 31, 2008.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended March 31, 2009 were $15.7 million as compared to $19.0 million for the nine months ended March 31, 2008. This represents an overall decrease of $3.3 million, or 18%, which consists primarily of decreases in insurance expense of $0.5 million, professional fees of $0.6 million, rent and other occupancy costs of $0.8 million and payroll related expenses of $1.3 million. The nine months ended March 31, 2008 included a charge of $0.2 million to increase our estimated reserve for an assessment by a state department of revenue.

Depreciation and Amortization

Depreciation recorded on fixed assets during the nine months ended March 31, 2009 totaled approximately $0.7 million as compared to $0.6 million for the nine months ended March 31, 2008. Amortization of intangible assets acquired as a result of the Digitcom and Radian acquisitions resulted in amortization expense of approximately $0.3 million in both of the nine months ended March 31, 2008 and 2008, respectively.

Interest Expense

We recognized $0.2 million in interest expense during the nine months ended March 31, 2009 as compared to $1.0 million during the nine months ended March 31, 2008. This 83% 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 line of credit with PNC.

Amortization of Deferred Financing Fees and Accretion of Debt Discount

We recognized $45 thousand and $1.1 million in amortization of deferred financing fees and interest accretion caused by the issuance of warrants related to our financing transactions with Sigma and the other participating noteholders during the nine months ended March 31, 2009 and 2008, respectively.

Income Taxes

We recorded an income tax benefit of $2.1 million and an income tax expense of $4.5 million for the nine months ended March 31, 2009 and 2008, respectively. The effective income tax rate for the nine months ended March 31, 2009 was 43% as compared to 41% for the nine months ended March 31, 2008. The Company recorded an additional $0.2 million of income tax benefit during both of the nine months ended March 31, 2008 and 2009 related to a true-up of the previous fiscal year end 2008 income tax accrual.

Liquidity and Capital Resources

At March 31, 2009, we had consolidated current assets of approximately $23.9 million, including cash and cash equivalents of approximately $3.1 million and net working capital of approximately $14.7 million. Historically, we have funded our operations primarily through operating cash flow and borrowings under loan arrangements. The principal use of cash during the nine months ended March 31, 2009 was to pay income taxes related to fiscal 2008 and to fund the payments in accounts payable and accrued expenses.

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.

. . .