U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
0-28579
SEC FILE NUMBER
NOTIFICATION OF LATE FILING
[X] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-Q and Form
10-QSB [_] Form N-SAR
For Period Ended: June 30, 2007
[_] Transition Report on Form 10-K [_] Transition Report on Form 20-F [_]
Transition Report on Form 11-K [_] Transition Report on Form 10-Q [_] Transition
Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
Part I - Registrant Information
Full Name of Registrant: Berliner Communications, Inc. Former Name
if Applicable: Not Applicable Address of Principal Executive Office:
20 Bushes Lane, Elmwood Park, New Jersey 07407
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X](a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X](b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
1
[_](c) The accountant's statement or other exhibit required by Rule 12b-25
is attached.
Part III - Narrative
We were unable to file the annual report on Form 10-K for the year ended June
30, 2007, within the prescribed time period because certain tax information
required to be included in the Form 10-K is not currently available and the Form
10-K is still being reviewed. The Company expects to file the Form 10-K within
the time period prescribed by Rule 12b-25(b)(2)(ii) under the Securities and
Exchange Act of 1934.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification
Al Gencarella, Chief Financial Officer, (201)791-3200.
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in result of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [_] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Attachment IV
2
Registrant has caused this notification to be signed on its behalf
thereunto duly authorized.
Date: September 28, 2007
Berliner Communications, Inc.
By:/s/ Rich B. Berliner
--------------------
Rich B. Berliner, Chief Executive
Officer and President
3
Attachment IV
Revenue for Berliner Communications, Inc. (the "Company") for the year ended
June 30, 2007 was $55.1 million, as compared with $39.3 million for the year
ended June 30, 2006. Revenue for the quarter ended June 30, 2007 was $18.2
million, as compared with $15.4 million for the quarter ended March 31, 2007 and
$11.0 million for the quarter ended June 30, 2006. Net income allocable to
common shareholders was $1.2 million, or $0.07 per basic and diluted share for
the year, as compared to net loss allocable to common shareholders of $18.7
million, or $1.38 per basic and diluted share for the prior year. Net income
allocable to common shareholders was $297 thousand, or $0.02 per basic share and
$0.01 per diluted share in the three months ended June 30, 2007, as compared to
net income allocable to common shareholders of $361 thousand, or $0.02 per basic
and diluted share, for the three month period ended March 31, 2007. These
preliminary revenue and net loss amounts for the year ended June 30, 2007 are
subject to adjustment based on Management's on-going review for the year.
4