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                                                                    EXHIBIT 99.2

We, or our executive officers and directors on our behalf, may from time to
time make "forward looking statements" within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934. These statements may be
contained in reports and other documents that we file with the SEC or may be
oral statements made by our executive officers and directors to the press,
potential investors, securities analysts and others. These forward looking
statements could involve, among other things, statements regarding the
Company's intent, belief or expectation with respect to:

     -    our results of operations and financial condition,
     -    the consummation of acquisitions and financial transactions and their
          effect on our business, and
     -    our plans and objectives for future operations and expansion.

Any forward looking statements would be subject to risks and uncertainties that
could cause our actual results of operations, financial condition,
acquisitions, financing transactions, operations, expansion and other events to
differ materially from those expressed or implied in such forward looking
statements. Any forward looking statements would be subject to a number of
assumptions regarding, among other things, future economic, competitive and
market conditions generally. These assumptions would be based on facts and
conditions as they exist at the time the forward looking statements are made as
well as predictions as to future facts and conditions. These future facts and
conditions may be difficult for us to predict accurately and may involve the
assessment of events beyond our control. Further, our business is subject to a
number of risks that would affect any such forward looking statements. These
risks include, among other things, the following:

   WE HAVE SUBSTANTIAL LEVERAGE

   We have a substantial amount of debt outstanding, which could adversely
   affect our financial health. Despite current indebtedness levels, we and our
   subsidiaries may incur substantial additional debt in the future. If new debt
   is added to our and our subsidiaries' current debt levels, the related risks
   that we and they now face could intensify.

   Our substantial amount of debt could have important consequences for you. For
   example, it could:

     -    limit our ability to obtain additional financing, if we need it, for
          working capital, capital expenditures, acquisitions, debt service
          requirements or other purposes;
     -    increase our vulnerability to adverse economic and industry
          conditions;
     -    require us to dedicate a substantial portion of our cash flow from
          operations to payments on our debt, thereby reducing funds available
          for operations, future business opportunities or other purposes;
     -    limit our flexibility in planning for, or reacting to, changes in our
          business and the industry in which we compete; and
     -    place us at a competitive disadvantage compared to our competitors
          that have less debt.

   To service our indebtedness, we will require a significant amount of cash.
   Our ability to make payments on our debt and to fund planned capital
   expenditures and acquisitions will depend on our future operating performance
   and on our ability to successfully implement our business strategy.
   Prevailing general economic conditions and financial, business, regulatory
   and other factors, many of which are beyond our control, will affect our
   ability to make these payments. If future cash flow is not sufficient to make
   scheduled payments on our debt, we will need to refinance all or a portion of
   our debt before maturity, obtain additional financing, delay planned
   acquisitions and capital expenditures, or sell assets. Any such event could
   have a material adverse effect on our business, financial condition and
   results of operations.

   OUR OPERATING COMPANIES DO NOT HAVE A COMBINED OPERATING HISTORY; WE MAY BE
   UNSUCCESSFUL INTEGRATING THEIR DECENTRALIZED OPERATIONS

   Our company was founded in March 1998 but conducted no operations and
   generated no revenue until we completed the initial public offering, or IPO,
   of our common stock in August 1998. We acquired 14 groups of companies, which
   we refer to as the Founding Companies, concurrently with the completion of
   our IPO and have acquired an additional 16 operating companies, or groups of
   companies, since the IPO through December 31, 1999. Our operating companies
   were separate independent entities before we acquired them and to a certain
   extent they continue to operate as independent entities because we conduct
   our operations on a decentralized basis. The integration of our operating
   companies, while allowing them to retain decentralized operations and
   management, is important to our operating and growth strategies and the
   achievement of efficiencies in our combined operations. We may not be able to
   integrate the operations or the necessary systems and procedures, including
   accounting and financial reporting systems and project management systems, to
   manage effectively the combined enterprise. Certain members of our management
   group have only recently joined our company and there can be no assurance
   that the management group will be able to implement our acquisition and
   operating strategies. We cannot assure you that we will be able to establish,
   maintain or increase the profitability of the operating companies. Our
   financial statements include results of operations for certain operating
   companies when they were not


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   under common control or management. As a result, our financial statements
   may not be indicative of our future results of operations. Any failure by
   our management group to implement our strategies, integrate the operating
   companies without substantial costs, delays or other operational or
   financial difficulties, or effectively oversee the combined entity could
   have a material adverse effect on our business, financial condition and
   results of operations.

   WE MAY BE UNABLE TO COMPLETE AND FINANCE ACQUISITIONS

   We have completed a significant number of acquisitions since the IPO and
   we intend to continue to grow through acquisitions. Our acquisition
   strategy entails reviewing acquired business operations, corporate
   infrastructure and systems and financial controls. Unforeseen expenses,
   difficulties, complications and delays frequently encountered in
   connection with the rapid expansion of operations could inhibit our growth
   or adversely affect our financial performance.

   We cannot assure you that we will maintain or accelerate our growth or
   anticipate all of the changing demands that expanding operations will
   impose on our management, personnel, operational and management
   information systems and financial systems. We may not be able to identify,
   acquire or manage profitably additional businesses or to integrate
   successfully any acquired businesses without substantial costs, delays or
   other operational or financial difficulties. Any of these occurrences
   could have a material adverse effect on our business, financial condition
   and results of operations.

   We cannot predict the timing, size and success of our acquisition efforts
   and any associated capital commitments. We currently intend to finance
   future acquisitions with bank borrowings, shares of our common stock,
   internally generated funds or a combination of common stock and cash. If
   our common stock does not maintain a sufficient market value, or if
   potential acquisition candidates are otherwise unwilling to accept common
   stock as part of the consideration for the sale of their businesses, we
   may be required to utilize more of our cash resources or borrowings to
   maintain our acquisition program. In addition, our acquisitions typically
   provide for the sellers to receive contingent consideration, which is only
   paid if the acquired companies achieve certain operating results. These
   payments could be substantial.


   WE MAY BE UNABLE TO GENERATE INTERNAL GROWTH

   Our ability to grow will be affected by various factors, including demand
   for rail system services and products, our success in bidding on new
   projects, the success of our cross-selling efforts and our ability to
   develop a national accounts program. Our growth may also depend on
   increased outsourcing by rail system operators. Many of these factors are
   beyond our control. Our strategies may not be successful or we may be
   unable to generate cash flow adequate for combined operations and to
   support internal growth. The senior managers of the operating companies
   retain responsibility for day-to-day operations. If proper business
   controls are not implemented and maintained, this decentralized operating
   strategy could result in inconsistent operating and financial practices of
   the operating companies, which could have a material adverse effect on our
   business, financial condition and results of operations.

   WE HAVE BEEN DEPENDENT ON CERTAIN CUSTOMERS

   We derived approximately 41.9% of our revenue for the year ended December
   31, 1999 from our top ten customers. Approximately 17.7% of our 1999
   revenue was derived from projects undertaken for the New York City Transit
   Authority, which we refer to as NYCTA. These projects were undertaken
   under a number of separate contracts. If the NYCTA were to significantly
   reduce the amount of business that it does with us or determine not to do
   business with us in the future, it would have a material adverse effect on
   our business, financial condition and results of operations.

   CERTAIN OPERATING COMPANIES HAVE A HISTORY OF LOSSES

   From time to time, primarily due to industry cyclicality and uncertainties
   inherent in the competitive bidding process, certain of our operating
   companies have experienced net losses. See "-- Our Fixed Price Contracts
   Expose us to Significant Risks" below. We cannot assure you that we or our
   operating companies will be profitable in the future.

   WE FACE INTENSE COMPETITION

   The rail system services and products industry is highly competitive.
   Numerous companies provide services to transit authorities, construct and
   repair rail systems or sell related products or supplies, and some of
   these companies operate in more than one of these lines of business. Some
   of our competitors have greater resources than we have, may also provide a
   broad range of services and products, and may have sufficient bonding
   capacity and other resources to undertake large projects. Any inability to
   compete successfully against our existing and future competitors would
   have a material adverse effect on our business, financial condition and
   results of operations. Certain of our operating companies also provide
   electrical contracting services to non-rail industrial and commercial
   customers. While we believe that we currently compete effectively in the
   non-rail electrical contracting business, this


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   industry is highly competitive and is served by small, owner-operated
   private companies, public companies and several large regional companies.
   Additionally, we could face competition in the future from other
   competitors entering our markets.

   WE ARE DEPENDENT ON PUBLIC SECTOR CONTRACTS AND FUNDING

   The rail system services and products business involves contracts that are
   supported by funding from federal, state and local governmental agencies,
   as well as contracts with such agencies, which we refer to as public
   sector contracts. Public sector contracts are subject to detailed
   regulatory requirements and public policies, as well as funding
   priorities. These contracts may be conditioned upon the continuing
   availability of public funds; the availability of public funds depends
   upon lengthy and complex budgetary procedures. These contracts may also be
   subject to significant pricing constraints. Moreover, public sector
   contracts may generally be terminated for reasons beyond the control of
   the contractor, including when such termination is in the best interests
   of the governmental agency. We cannot assure you that these factors or
   others unique to public sector contracts will not have a material adverse
   effect on our business, financial condition and results of operations.

   OUR FIXED PRICE CONTRACTS EXPOSE US TO SIGNIFICANT RISKS

   Fixed price contracts are typically awarded in the rail system services
   industry pursuant to a competitive bidding process. In compiling our bid
   on a particular project, we must estimate the time it will take to
   complete the project, along with the project's labor and supply costs.
   These costs may be affected by a variety of factors, some of which may be
   beyond our control. If we cannot accurately predict the costs of fixed
   price contracts, certain projects could have lower margins than
   anticipated or we could suffer losses on the projects. Lower margins and
   losses could have a material adverse effect on our business, financial
   condition and results of operations.

   WE RELY ON SUBCONTRACTORS AND SUPPLIERS

   We generally perform electrical contracting services for transit signaling
   and communication systems as a subcontractor to companies that design the
   systems and manufacture or purchase the necessary equipment. In other
   instances, we act as the prime contractor and subcontract the design of
   the signal or communication system and necessary equipment. When we are a
   prime contractor for such projects, we generally require subcontractors to
   post performance bonds. We may not require a subcontractor to post a
   performance bond in situations where (1) the subcontractor has strong
   experience with a specific type of project and demonstrates financial
   stability and (2) the customer does not require bonds from us as prime
   contractor. We sometimes depend upon the subcontractor to perform design
   and other services and provide equipment. For certain projects only a
   limited number of companies can perform the subcontract if the initial
   subcontractor defaults. As a result, we depend upon our subcontractors to
   perform under the subcontracts. Further, the major components of signaling
   and communication systems for transit authorities are manufactured to
   specifications and require long lead times for production. If a
   subcontractor or supplier defaults, or if a supplier refuses or cannot do
   business with us, it could have a material adverse effect on our business,
   financial condition and results of operations.

   THE RAIL SYSTEM INDUSTRY IS CYCLICAL

   We derive a substantial portion of our revenue from public contracts,
   which we expect will constitute a relatively stable source of business due
   to funding provided by the Transportation Equity Act for the 21st Century.
   However, demand for rail system services and products could fluctuate in
   conjunction with overall economic conditions. In economic downturns, rail
   system operators may defer certain construction and rehabilitation
   projects and purchases of related products to conserve cash in the short
   term. Reductions in freight traffic due to economic downturns or other
   factors may also reduce demand for our construction and rehabilitation
   services and related products. In economic upturns, railroads,
   particularly Class I railroads, experience heavier traffic demands that
   can cause problems associated with congestion. The operational problems
   related to congestion have an unpredictable impact on railroad
   expenditures for construction and rehabilitation services and related
   products, including those we provide. During periods of peak usage, rail
   system owners may defer certain expenditures because they may need to
   address operational challenges these conditions cause. Other issues, such
   as the possibility of heightened government regulation during periods of
   congestion and the internal challenges of managing railroad operations as
   the Class I railroads continue to consolidate, may exacerbate the effects
   of these uncertainties.

   WE ARE EXPOSED TO DOWNTURNS IN COMMERCIAL CONSTRUCTION

   We derive a significant portion of our revenue from installation of
   electrical systems in newly constructed or renovated commercial buildings
   and power and industrial plants. The demand for electrical installation
   services is affected by fluctuations in the level of new construction and
   renovation of commercial buildings. These fluctuations reflect the
   cyclical nature of the construction industry and depend upon general
   economic conditions, changes in interest rates and other related factors.
   Downturns in levels of commercial construction and renovation could have a
   material adverse effect on our business, financial condition and results
   of operations.


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   Further, our electrical installation business is focused in the
   northeastern United States and is therefore particularly susceptible to
   economic downturns in that region.

   OUR WORKFORCE IS UNIONIZED

   As of December 31, 1999, approximately 55% of our employees were covered
   under collective bargaining agreements. In June 1994, one of our operating
   companies was affected by a one-week work stoppage by the United
   Brotherhood of Teamsters. We cannot assure you that future work stoppages
   will not affect us. In addition, labor agreements are generally negotiated
   on an industry-wide basis and the terms and conditions of future labor
   agreements could be beyond our control. We may be subject to terms and
   conditions in future labor agreements that could have a material adverse
   effect on our business, financial condition and results of operations.

   WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL AND GOVERNMENT REGULATION

   Our operations are subject to extensive federal, state and local
   regulation under environmental laws and regulations. Among other things,
   these laws and regulations cover emissions to the air, discharges to
   waters and the generation, handling, storage, transportation, treatment
   and disposal of waste, underground and aboveground storage tanks and
   remediation of soil and groundwater contamination. Environmental liability
   can extend to previously owned or operated properties, leased properties
   and properties owned by third parties, as well as to properties currently
   owned and used by us. Environmental liabilities may also arise from claims
   asserted by adjacent landowners or other third parties in toxic tort
   litigation. We could incur significant ongoing costs associated with
   environmental regulatory compliance. Further, we sometimes use hazardous
   materials in connection with our operations. Although we believe that we
   materially comply with all of the various environmental regulations
   applicable to our business, we cannot assure you that requirements will
   not change in the future or that we will not incur significant costs to
   comply with such requirements.

   In addition to safety, health and other regulations of general
   applicability, our operations may be significantly affected by regulations
   of the Surface Transportation Board, the Federal Railroad Administration,
   the Occupational Safety and Health Administration, state departments of
   transportation and other state and local regulatory agencies. Changes in
   regulation of the rail and transit industries through legislative,
   administrative, judicial or other action could have a material adverse
   effect on our business, financial condition and results of operations.

   WE ARE DEPENDENT ON KEY PERSONNEL

   Our success depends to a significant extent upon the efforts and abilities
   of John G. Larkin, Chairman of the Board and Chief Executive Officer, and
   Michael R. Azarela, Executive Vice President and Chief Financial Officer.
   We also rely on senior management of our operating companies. While we
   have entered into employment agreements with Messrs. Larkin and Azarela
   and certain senior managers of the operating companies, we cannot be sure
   that such individuals will remain with us throughout the terms of their
   agreements, or thereafter. Further, we likely will depend on the senior
   management of any significant businesses we acquire in the future. The
   loss of the services of one or more of these key employees before we are
   able to attract and retain qualified replacement personnel could have a
   material adverse effect on our business, financial condition and results
   of operation.