LOL Yes, I have learned my lesson on the AI Chat Findings! I couldn't Agree More with you about Rich Berliner and his background! Rich Berliner is Not Your Stinky Pinky Pump Shit CEO. I wish they had a check mark that gave me the option to check VERY BULLISH!!! :)
His Background is Very Impressive:
BERLINER COMMUNICATIONS, INC.
December 31, 2009
Rich Berliner Director, Chief Marketing Officer and Chief Executive
The Merger
On January 27, 2010, Berliner, BCI East, Inc., a Delaware corporation and a wholly owned subsidiary of Berliner (“Merger Sub”), and Unitek Holdings, Inc., a Delaware corporation (“Unitek”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub merged (the “Merger”) with and into Unitek and Unitek became a wholly owned subsidiary of Berliner. Berliner plans to file a charter amendment whereby Berliner will be known as UniTek Global Services, Inc. (“UNTK”).
An Overview of Berliner’s Markets and Products
As of December 31, 2009, Berliner reported its financial results on the basis of two reportable segments: (1) infrastructure construction and technical services and (2) site acquisition and zoning. Berliner’s infrastructure construction and technical services segment consists of the following service lines: infrastructure equipment construction and installation, radio frequency and network design and engineering, radio transmission base station modification, in-building network design, engineering and construction, project management, and specialty communication services. Berliner’s site acquisition and zoning segment stands as a separate service line. Each of these lines, as well as the business of our site acquisition and zoning segment, is described below.
Infrastructure Equipment Construction and Installation. Infrastructure equipment construction and installation services are important drivers of our business, and the majority of our revenue comes from this service offering. We construct and install the communications equipment that is necessary to make wireless networks work. Depending on our customers’ needs, we could be involved in all aspects of site acquisition, construction and installation. Installation of towers could involve clearing sites, laying foundations, bringing in utility lines and installing shelters and towers. Installation of a rooftop site could include installing shelters and antennae, bringing in power or installing power systems, and related construction and electrical work. Once we finish this part of the process, we install any remaining technical equipment and, if it is a tower build, landscape and perhaps fence the site. We manage everything from “one-off” projects involving a single site to “long-range” installation projects involving hundreds or possibly thousands of sites. These large projects involve significant financial and operational resources and planning and project management skills that we believe distinguish us from many of our competitors, particularly our smaller competitors.
Radio Transmission Base Station Modification. We currently perform cellular base station upgrades and modifications for wireless telecommunications carriers. This work involves upgrades to existing hardware as well as adding new hardware such as radios, duplexers, power systems and site controllers. This work is essential for enhancing network capacity and paving the way to the deployment of new networks using new technologies, including third generation, or 3G, and fourth generation, or 4G, systems.
In-Building Network Design, Engineering and Construction. We offer complete in-building solutions that involve distributed antennae for wireless coverage in malls, shopping centers, casinos, office buildings and airports.
Project Management. We also supervise all of the efforts associated with a project, whether it involves one or more of the foregoing services or a “turn-key” solution, so the carrier can ultimately broadcast from the newly configured site. Project management includes vendor management, project planning and preparation, budget tracking, and engineering and construction coordination. A single project may involve thousands of individual sites, and we believe our ability to manage projects of this size and complexity distinguishes us from some of our competitors who do not have our experience or resources in this area.
Specialty Communication Services. Our specialty communication services provide enhancements to existing wireless and wired telephone and computer networks designed to improve productivity for a specified application. We provide microwave systems where voice or video over land lines is not feasible. We also provide “structured cabling services” to provide voice, data and video over traditional copper and fiber networks.
Site Acquisition and Zoning. We provide site acquisition services that generally involve acting as an intermediary between telecommunications companies and owners of real estate and other facilities. In order to build and expand their networks, such companies require locations that have direct access to highways and roads to mount their antennae and equipment. We generate fees by introducing telecommunications companies and real estate managers. We identify appropriate properties, negotiate the transactions and handle the administrative details. We also use our accumulated knowledge and relationships to assist in the planning and installation of the telecommunication facilities, and offer customers assistance in acquiring the necessary permits, entitlements and approvals that are required by various municipalities. We also prepare all zoning applications that may be needed, attend any necessary hearings and obtain any required land use permits to begin installation.
An Overview of UniTek’s Markets and Products
UNTK, a combination of UniTek and Berliner, is a premier provider of permanently outsourced infrastructure services to the satellite, cable, wired telecommunications and now, with the closing of the Merger, wireless telecommunications industries. UNTK’s services include technical services, engineering, installation, construction and fulfillment. UNTK’s fulfillment business includes two operating subsidiaries servicing the cable and satellite industries, respectively. Its construction business includes two operating subsidiaries servicing the wireless and wired telecommunications industries.
The end markets served by UNTK today are characterized by attractive industry dynamics that provide what we believe to be compelling market opportunities for the Company. The satellite television, wireline telecom, broadband cable and wireless industries are undergoing an unprecedented convergence as technological advances and deregulation have given the U.S. consumers more options in their selection of video, voice and data services. This competition has resulted in increasing levels of capital spending to increase network bandwidth and facilitate the launch of additional advanced video, data and voice services. For example, in 2008 approximately $20 billion was invested in U.S. wireless infrastructure, led by AT&T, Verizon Wireless and T-Mobile
UNTK manages a fleet of over 3,000 vehicles and a workforce of over 5,000 people in 111 offices in the U.S. and Canada. We have developed a robust and technology-driven operating platform to manage these resources effectively.
Key service offerings include:
Installation and Fulfillment Services. UniTek is a full service provider of residential and commercial installation services to the wireline, broadband cable and satellite television industries. Since 2004, UniTek companies have completed approximately ten million residential work orders.
Engineering and Design Services. UniTek provides turn-key engineering services to industries that require underground plant construction, aerial infrastructure and multi-dwelling content delivery. UniTek has a team of design, walk-out and CAD personnel operating in Texas, Florida, California and Pennsylvania. UniTek’s team has designed over 250,000 miles of plant since 2004, and since inception has engineered approximately 3,000,000 and structurally wired over 500,000 multi-dwelling units (“MDUs”).
Broadband Network Construction. UniTek is a full service provider to the cable and wireline telecom industries of project management and construction services, including systems engineering, aerial and underground construction and project management. Since 2004, UniTek has installed over 3,200 miles of fiber optic cable plant throughout the U.S.
With the consummation of the Merger, UniTek and Berliner have combined, and now BCI Communications, Inc. serves as the wireless subsidiary, and it will fit seamlessly into the shared services model.
Telecom. UniTek’s telecommunications subsidiary provides end-to-end services for fiber-to-the-premises (“FTTP”) networks including engineering, design, construction and project management services. This division maintains 22 field offices primarily in California, Texas, Florida and the Mid-Atlantic and Northeast regions, and has a workforce of over 750 engineers and construction personal. UniTek provides services to some of the largest telecommunications companies in the U.S., with specific focus on their fiber initiatives. This subsidiary’s customers include Verizon, Comcast Cable, Cox Communications, AT&T and Florida Power & Light. UniTek serves as a prime contractor to Verizon’s FTTP network construction project through a multi-year master service agreement. This subsidiary also maintains plant maintenance contracts with its telecom customers. We believe we are one of the few companies in the industry with the capability to manage a project from initial architecture through construction and installation to the end user.
Cable. UniTek’s cable subsidiary provides engineering, design, field mapping, new plant construction, network maintenance and service, and installation and fulfillment services to cable multiple system operators. This subsidiary maintains 27 field offices in the Southeast and Texas, California and Canada, and has a workforce of over 1,000. Through this subsidiary, UniTek deploys over 1,000 technicians who provide a comprehensive suite of technical labor services. Our fulfillment and installation resources cover all facets of cable services including video, high speed data and Voice over Internet Protocol, or VoIP. This subsidiary’s customers include Comcast Cable, Cox Communications, Time Warner Cable, Charter Communications, and, in Canada, Rogers Cable, Cogeco Cable and other Canadian service providers.
Satellite. UniTek’s satellite subsidiary provides installation, upgrades and other services to satellite television providers in certain operational territories, primarily in the Midwest and Northeastern United States. The subsidiary maintains 40 field offices, and two U.S. based call centers, and a workforce of over 3,000 people. Through this subsidiary, UniTek provides regional fulfillment services to the country’s largest satellite television provider, DirecTV. UniTek manages all operational activities in specific territories that include customer operations, warehousing, equipment installation, call center operations, new customer installations, upgrades, customer satisfaction compliance, and service and maintenance. UniTek has worked with DirecTV since UniTek’s inception in 2004, and has market exclusivity in several key designated market areas.
Stimulus Funds
In February of 2009, the American Recovery and Reinvestment Act was passed. This act provides for stimulus funds and other tax and related incentives that we believe will benefit our business. Under the act, local governments and municipalities and others will receive funds for construction activities, many of which are directly related to our areas of experitise, such as engineering and constructing communications networks. $7.2 billion of the funds to be issued under the act are to be used to build broadband facilities throughout the U.S. We have already bid and won projects that will be funded under the act, and we believe this will be a growing area for our business in the near term.
From 2007 to 2010, UNTK has grown from 5 customers in two industries to over 100 customers in 4 industries. Our primary customer base consists of blue-chip, fortune 100 companies in the media and telecommunications industry, including such customers as DirecTV, Comcast Cable, Verizon, Time Warner, Cox Communications, Charter Communications, Clearwire Communications, Sprint, T-Mobile and AT&T. UNTK also serves significant Canadian customers, such as Rogers Cable and Cogeco Cable.
Competes with MasTec, Quanta Services, Dycom Industries, Inc. and Volt Telecom. UNTK distinguishes itself from these competitors by being large enough to provide the resources customers need on a nation-wide, self-performing basis, while still maintaining its ability to be responsive, on a local level, to customer specific tasks that arise during any given engagement for services.
Major Customers
Clearwire US LLC represented 22%, T-Mobile (and its subsidiaries) and Ericsson, Inc. each represented 13% of its total revenue.
Employees
As of December 31, 2009, Berliner employed 513 full-time and 18 part-time employees. We anticipate the need to increase our work force as additional contracts for projects are received. None of our employees are represented by labor unions.
As of December 31, 2009, Unitek employed in total 3,161 full-time and no part-time employees.
Berliner is a leading contractor to the wireless communications industry, providing a wide range of services primarily to wireless and traditional telecommunications carriers. Berliner’s 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. Berliner also provides specialty communication services, configured solutions, staffing services and power system solutions. It provides 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. Berliner’s customers rely on it to assist them in planning, site location and leasing. For a more complete discussion of the business, see Item 1 of this Transition Report on Form 10-K entitled “Business”.
On February 28, 2007, Berliner 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 Berliner’s presence in Texas and the Midwest region. On April 16, 2007, Berliner 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 Berliner’s presence in Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington, and added offices in Salem, Oregon and Tempe, Arizona. These acquisitions have allowed Berliner to become a nation-wide service provider for its customers, the most significant of which have nationwide operations that require the types of services Berliner provides. These acquisitions have also expanded our customer bases.
On January 27, 2010, Berliner and Unitek entered into the Merger Agreement, which consummated the Merger. The below discussion relates only to the performance of Berliner and its consolidated subsidiaries for the period presented, and does not include a discussion of UniTek or the post-merger combination of Berliner and UniTek.
Rich B. Berliner, 56, has been a director since he founded our business in 1995, and now serves as our Chief Marketing Officer and the Chief Executive Officer of our wireless division, BCI Communications, Inc. From 1995 to January 2010, Mr. Berliner served as the Chief Executive Officer, President and Chairman of the Board of Berliner Communications, Inc., and BCI Communications, Inc. since its formation in 2005. Prior to 1995, he served as Executive Vice President of Communications Development Systems and was responsible for managing sales, marketing and customer activities for construction services to wireless carriers. He has also previously held multiple senior executive positions with AAT Communications, Inc., a communications-oriented property management firm, and Drive Phone, Inc., a major distributor of wireless telephones and services. Mr. Berliner received a Bachelor of Arts degree from Rutgers University.
Reasons for Approving the Merger Agreement
At a special meeting of Berliner's board of directors (the "Board") convened on January 26, 2010, the Board unanimously adopted and declared advisable the Merger Agreement and the Merger and related transactions and unanimously determined that the Merger was in the best interests of Berliner and its stockholders.
The Board, in reaching its decision to approve the Merger Agreement, consulted with Berliner's management, as well as with its financial, accounting and legal advisors, carefully reviewed a significant amount of information over a seven-month period and considered a variety of factors weighing positively towards the Merger, including, without limitation, the following:
• the combination of Berliner and Unitek will enhance the capabilities and competitiveness of Berliner and its subsidiaries following the completion of the Merger (the "Post-Closing Company") in the following ways:
• the Post-Closing Company will service the satellite, cable, wired and wireless telecommunications industries, significantly diversifying Berliner's existing service offerings and customer base;
• the complementary operations and capabilities of Berliner and Unitek are expected to allow the Post-Closing Company to benefit from economies of scale and significant operating efficiencies;
the greater scale, scope and reach of the Post-Closing Company, with 3,521 employees and 111 offices across the U.S. and in Canada, is expected to make the Post-Closing Company a more attractive partner for potential customers with national business models or nationwide network build-outs;
• the Merger will result in a company that, because of increased size, economies of scale and diversified customer base, is expected to have greater capital flexibility, a greater ability to respond to competitive pressures, greater diversification opportunities and an enhanced ability to compete profitably in the long term;
• the combination of Berliner's and Unitek's businesses through the Merger will result in a variety of service offerings and improved market penetration, thus the Post-Closing Company is expected to be able to better serve customers and leverage technical expertise in overlapping segments; and
• the Post-Closing Company will have an expanded management team and Board of Directors, with representatives from both Berliner and Unitek bringing additional customer relationships, industry expertise, knowledge and resources;
• the Board's analysis of the business, operations, financial condition, earnings and prospects of both Berliner and Unitek, including the results of Berliner's business, accounting and legal due diligence review of Unitek and its businesses;
FAIR LAWN, N.J. and BLUE BELL, Pa., Jan. 27 /PRNewswire-FirstCall/ -- Berliner Communications, Inc. ("Berliner") (OTC Bulletin Board: BERL), a leading provider of installation, construction and site acquisition services to the wireless industry, today announced that it has combined with UniTek USA, LLC ("UniTek"), a premier provider of engineering, construction management and installation fulfillment services to companies specializing in the broadband cable, wireline telecommunications and satellite television industries. UniTek is a portfolio company of HM Capital Partners, a Dallas-based private equity firm. Under the terms of a merger agreement, HM Capital and its affiliates will ultimately hold approximately 80% of the common stock of Berliner. Berliner intends to change its name to UniTek Global Services, Inc. ("UniTek Global Services" or the "Company"), and apply for a new ticker symbol on the OTC Bulletin Board. Until that time, the Company will continue to trade under the symbol BERL.
With a work force over 5,400 working throughout the United States and Canada, UniTek Global Services will have the scale and resources to compete in four distinct sectors of the permanently outsourced infrastructure services industry. The pro-forma revenue for the combined UniTek Global Services entities on an unaudited basis for 2009 is approximately $360 million. Rich Berliner, current Chairman and CEO of Berliner, will remain on the Board of UniTek Global Services and remain as CEO of BCI Communications, Inc. C. Scott Hisey, Founder and CEO of UniTek USA, will become CEO of the Company. Peter Giacalone, President of UniTek USA, has been appointed Chairman of the Company.
Berliner CEO Rich Berliner commented, "As the largest stockholder of Berliner, I believe this combination is an important step in bringing real value to all of Berliner's stockholders. As UniTek Global Services, we will be uniquely positioned to take advantage of numerous opportunities we see as wired and wireless infrastructures converge in the United States and Canada. Together, we will be able to offer a comprehensive suite of service solutions to our clients and their customers. We look forward to the opportunity to build on our long history in the wireless industry and provide additional services to our customers with this combined entity. BCI Communications, Inc. will continue as the wireless division of the Company, and we will maintain our well-known brand identity and reputation for outstanding customer service."
"This combination represents UniTek reaching another milestone in our growth and execution strategy," said UniTek USA CEO Scott Hisey. "We see tremendous opportunities in the wireless sector and we have combined with a great company that is extremely well positioned to grow with the industry. Rich Berliner and his team have been in the wireless business for over 25 years and have been a part of every major technology deployment during that time. Together, we bring the expertise, resources, reputation, geographic footprint and technology-driven service solutions to be one of the leading permanently outsourced solutions providers serving four industry sectors. We look forward to participating with our customers in the convergence of wired and wireless technologies."
Berliner's Board of Directors was advised during the transaction by Duff & Phelps Securities, LLC and Kirkland & Ellis LLP. UniTek was advised by Weil, Gotshal & Manges LLP.
We report our results in two segments: Fulfillment and Engineering & Construction. These reportable segments are based on the services we provide and the industries we serve. Our Fulfillment segment primarily serves the satellite television and cable industries, where we provide outsourced installation, upgrade and network management services. Revenues of the Fulfillment segment are typically recurring in nature and are primarily billed based on predetermined rates for each service performed. Our Engineering & Construction segment primarily serves the wireless and wireline telecommunications industries, where we provide engineering, design, construction and project management services. Revenues of our Engineering & Construction segment are generated under master service agreements and other contracts which are billed based on a combination of percentage-of-completion, milestone achievement or at predetermined rates for each service performed.
For the fiscal years 2010 and 2009, we had revenues of $402.2 million and $278.1 million, respectively, representing growth of 45%. As of December 31, 2010, our three-year backlog was approximately $914.2 million, approximately 44% of which we expect to realize in 2011.
On January 27, 2010, Berliner Communications Inc. (“Berliner”) and UniTek Holdings, Inc. (“Holdings”) entered into an Agreement and Plan of Merger, the Merger Agreement, pursuant to which Holdings merged into Berliner and became a wholly owned subsidiary of Berliner. For accounting purposes, Holdings was considered the accounting acquirer, however, the Merger was structured so that Berliner Communications, Inc., or Berliner, was the surviving entity. On June 4, 2010, we changed our corporate name from Berliner Communications, Inc. to UniTek Global Services, Inc. On a pro forma basis reflecting the combined companies, our fiscal 2010 and 2009 revenues were $408.6 million and $347.7 million, respectively.
Customers
We have longstanding relationships with many customers, and a large portion of our revenue is derived from work performed under multi-year master service agreements and long-term contracts. Work performed under master service or other agreements is typically generated by work orders, each of which is performed for a fixed fee under unit-based pricing. The majority of these services are for installation, upgrade and service work performed within our Fulfillment segment as well as maintenance agreements within the Engineering and Construction segment. Our master service agreements and other service agreements have various terms depending upon the nature of the services being provided and are typically subject to termination on short notice.
The remainder of our work is generated pursuant to contracts for specific projects that may require construction, engineering or management services for a variety of cable, wireline and wireless telecommunications projects. Customers are billed with varying frequency: weekly, monthly or upon attaining specific milestones.
Our current customers include leading media and telecommunication companies such as DIRECTV, AT&T, Alcatel-Lucent, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Cox Communications, Verizon Communications, Charter Communications and Time Warner Cable. We also serve significant Canadian customers, such as Rogers Communications, Cogeco Cable and Bell Aliant.
AI
Market Data 
Markets 
