##### Table of Contents



Form 10-Q

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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| |       |                                                                                           | 
| | ----- | ----------------------------------------------------------------------------------------- | 
| | [X]   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934  | 
| |       |                                                                                           | 
| |       | For the quarter ended September 30, 2002                                                  | 
| |       |                                                                                           | 
| |       | OR                                                                                        | 
| |       |                                                                                           | 
| | [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 | 

For the transition period from  to

Commission file number 333-56817

BRAND SERVICES, INC.

(Exact name of registrant as specified in its charter)


|                                                                                      |  |                                                
|------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or
organization)               |  | 13-3909681
(I.R.S. employer
identification no.)
|                                                                                      |  |                                                
|15450 South Outer 40, #270, Chesterfield, MO
(Address of principal executive offices) |  | 63017
(Zip Code)                               

Registrants telephone number, including area code: (636) 519-1000



---

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes: [X] No: [   ]

Indicate the number of shares outstanding of each of the Registrants classes
of Common Stock as of the latest practicable date.

|                                     |  |                                           
|------------------------------------ |  | ------------------------------------------
|Class of Common Stock
$.01 Par Value |  | Outstanding at October 31, 2002
100 shares





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                     
|                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                   |                                                                                               | Consolidated Statements of Operations         
|                                                   |                                                                                               | Consolidated Balance Sheets                   
|                                                   |                                                                                               | Consolidated Statements of Cash Flows         
|                                                   |                                                                                               | Notes to the Consolidated Financial Statements
|                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 4  CONTROLS AND PROCEDURES                                                             
|PART II  OTHER INFORMATION                       
|                                                   | ITEM 5. OTHER INFORMATION                                                                    
|                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                        
|CERTIFICATION                                     
|EXHIBIT INDEX                                     
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350
|EX-99.2 Certification Pursuant to 18 USC Sec. 1350
|EX-99.2 Press Release dated October 18, 2002      



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##### Table of Contents



INDEX

|                               |                                                                                               |                                                                                                              |    |       |      | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -- | ----- | ---- | 
|                               |                                                                                               |                                                                                                              |    | Page 
|                               |                                                                                               |                                                                                                              |    |      
|PART I  FINANCIAL INFORMATION |                                                                                               |                                                                                                              |    |      
|                               | Item 1. Financial Statements                                                                  |                                                                                                              |    |       |     
|                               |                                                                                               | Consolidated Statements of Operations for the Three
Months and Nine Months Ended September 30, 2002 and
2001 |    |       | 2    | 
|                               |                                                                                               | Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001                                      |    |       | 3-4  | 
|                               |                                                                                               | Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2002 and 2001                  |    |       | 5-6  | 
|                               |                                                                                               | Notes to the Consolidated Financial Statements                                                               |    |       | 7-11 | 
|                               | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                              |    | 12-20 |     
|                               | Item 4. Controls and Procedures                                                               |                                                                                                              |    | 21    |     
|PART II  OTHER INFORMATION    |                                                                                               |                                                                                                              |    |      
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                              |    | 22    |     
|SIGNATURES                     |                                                                                               |                                                                                                              | 23 |      
|CERTIFICATIONS                 |                                                                                               |                                                                                                              | 24 |      

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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands)

|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |         | 
|------------------------------------------- | ----------------------------------------------------------------- | ------------------------ | ------ | ------------------ | ------ | ----------------- | ------ | ------ | ------ | ---- | ------ | ------- | ------- |  | ------ | ------- | ------- | 
|                                            |                                                                   |                          |        | Three Months Ended |        | Nine Months Ended
|                                            |                                                                   |                          |        | September 30       |        | September 30     
|                                            |                                                                   |                          |        | (unaudited)        |        | (unaudited)      
|                                            |                                                                   |                          |        |                    |        |                  
|                                            |                                                                   |                          |        | 2002               |        | 2001              |        | 2002   |        | 2001
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |     
|Revenues:                                   |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |        
|                                            | Labor                                                             |                          | $      | 64,889             |        |                   | $      | 54,126 |        |      | $      | 205,668 |         |  | $      | 163,077 |        
|                                            | Equipment rental                                                  |                          |        | 18,024             |        |                   |        | 16,507 |        |      |        | 56,004  |         |  |        | 50,854  |        
|                                            | Equipment sales                                                   |                          |        | 1,994              |        |                   |        | 2,179  |        |      |        | 7,355   |         |  |        | 6,987   |        
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            |                                                                   | Total revenues           |        |                    | 84,907 |                   |        |        | 72,812 |      |        |         | 269,027 |  |        |         | 220,918 | 
|Operating expenses:                         |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |        
|                                            | Labor                                                             |                          |        | 53,109             |        |                   |        | 44,621 |        |      |        | 165,808 |         |  |        | 132,056 |        
|                                            | Equipment rental                                                  |                          |        | 6,172              |        |                   |        | 5,754  |        |      |        | 18,954  |         |  |        | 17,582  |        
|                                            | Equipment sales                                                   |                          |        | 1,301              |        |                   |        | 1,288  |        |      |        | 4,871   |         |  |        | 4,151   |        
|                                            | Divisional operating expenses                                     |                          |        | 3,862              |        |                   |        | 4,231  |        |      |        | 12,107  |         |  |        | 12,538  |        
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            |                                                                   | Total operating expenses |        |                    | 64,444 |                   |        |        | 55,894 |      |        |         | 201,740 |  |        |         | 166,327 | 
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            | Gross profit                                                      |                          |        | 20,463             |        |                   |        | 16,918 |        |      |        | 67,287  |         |  |        | 54,591  |        
|                                            | Selling and administrative
expenses (excluding item listed below) |                          |        | 10,661             |        |                   |        | 9,954  |        |      |        | 30,310  |         |  |        | 30,933  |        
|                                            | Non-cash compensation                                             |                          |        |                   |        |                   |        |       |        |      |        | 2,479   |         |  |        |        |        
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            | Operating income                                                  |                          |        | 9,802              |        |                   |        | 6,964  |        |      |        | 34,498  |         |  |        | 23,658  |        
|Interest expense                            |                                                                   |                          | 4,064  |                    |        |                   | 5,022  |        |        |      | 12,997 |         |         |  | 15,682 |        
|Interest income                             |                                                                   |                          | (37    | )                  |        |                   | (137   | )      |        |      | (137   | )       |         |  | (257   | )      
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            | Pretax income                                                     |                          |        | 5,775              |        |                   |        | 2,079  |        |      |        | 21,638  |         |  |        | 8,233   |        
|Provision for income tax                    |                                                                   |                          | 2,310  |                    |        |                   |       |        |        |      | 4,379  |         |         |  |       |        
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            | Net income                                                        |                          |        | 3,465              |        |                   |        | 2,079  |        |      |        | 17,259  |         |  |        | 8,233   |        
|Less accretion of preferred stock dividends |                                                                   |                          | (2,143 | )                  |        |                   | (1,881 | )      |        |      | (6,206 | )       |         |  | (5,404 | )      
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        
|                                            | Net income applicable to common stock                             |                          | $      | 1,322              |        |                   | $      | 198    |        |      | $      | 11,053  |         |  | $      | 2,829   |        
|                                            |                                                                   |                          |        |                    |        |                   |        |        |        |      |        |         |         |  |        |         |        

The accompanying notes to the consolidated financial statements are an
integral part of the consolidated financial statements.

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##### Table of Contents






BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)

|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |         |         | 
|----------------------- | ---------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------------- | --------------------------------- | ------- | ------------------ | ------- | ------------ | ------- | ------- | ------- | 
|                        |                                                |                                                                                                        |                                       |                                   |         | September 30, 2002 |         | December 31,
|                        |                                                |                                                                                                        |                                       |                                   |         | (unaudited)        |         | 2001*       
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |             
|ASSETS                  |                                                |                                                                                                        |                                       |                                   |         |                    |         |             
|CURRENT ASSETS:         |                                                |                                                                                                        |                                       |                                   |         |                    |         |             
|                        |                                                | Cash and cash equivalents                                                                              |                                       | $                                 | 2,593   |                    |         | $            | 12,660  |        
|                        |                                                | Trade accounts receivable, net of allowance for doubtful
Accounts of $1,258 in 2002 and $1,150 in 2001 |                                       |                                   | 52,197  |                    |         |              | 53,175  |        
|                        |                                                | Accrued revenue                                                                                        |                                       |                                   | 3,989   |                    |         |              | 2,130   |        
|                        |                                                | Notes receivable, current portion                                                                      |                                       |                                   | 503     |                    |         |              | 299     |        
|                        |                                                | Other current assets                                                                                   |                                       |                                   | 10,610  |                    |         |              | 8,005   |        
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|                        |                                                |                                                                                                        |                                       | Total current assets              |         | $                  | 69,892  |              |         | $       | 76,269  | 
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|PROPERTY AND EQUIPMENT: |                                                |                                                                                                        |                                       |                                   |         |                    |         |             
|                        |                                                | Land                                                                                                   |                                       |                                   | 1,731   |                    |         |              | 1,721   |        
|                        |                                                | Buildings                                                                                              |                                       |                                   | 3,671   |                    |         |              | 3,627   |        
|                        |                                                | Vehicles and other equipment                                                                           |                                       |                                   | 32,841  |                    |         |              | 34,542  |        
|                        |                                                | Scaffolding equipment                                                                                  |                                       |                                   | 224,598 |                    |         |              | 216,776 |        
|                        |                                                | Leasehold improvements                                                                                 |                                       |                                   | 906     |                    |         |              | 881     |        
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|                        |                                                |                                                                                                        | Total property and equipment, at cost |                                   |         | 263,747            |         |              |         | 257,547 |        
|                        | LessAccumulated depreciation and amortization |                                                                                                        |                                       | 96,335                            |         |                    |         | 83,903       |        
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|                        |                                                |                                                                                                        |                                       | Total property and equipment, net |         |                    | 167,412 |              |         |         | 173,644 | 
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|GOODWILL                |                                                |                                                                                                        | 3,803                                 |                                   |         |                    | 3,848   |             
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|OTHER ASSETS            |                                                |                                                                                                        | 3,033                                 |                                   |         |                    | 3,675   |             
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        
|                        |                                                |                                                                                                        |                                       | TOTAL ASSETS                      |         | $                  | 244,140 |              |         | $       | 257,436 | 
|                        |                                                |                                                                                                        |                                       |                                   |         |                    |         |              |         |        

(Continued on following page)



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|* |  | Agrees with the audited consolidated balance sheet included in the Companys
Form 10-K for the year ended December 31, 2001.
|- |  | ----------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands except share and per share amounts)

|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |        |         |  
|------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------- | ------------------------------------------- | ------- | ------------------ | ------- | ------------ | ------- | ------ | ------- | -
|                                                                                                                          |                                                                              |                           |                                             |         | September 30, 2002 |         | December 31,
|                                                                                                                          |                                                                              |                           |                                             |         | (unaudited)        |         | 2001*       
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |             
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                            |                                                                              |                           |                                             |         |                    |         |              |        
|CURRENT LIABILITIES:                                                                                                      |                                                                              |                           |                                             |         |                    |         |              |        
|                                                                                                                          | Current maturities of long-term debt                                         |                           | $                                           | 19,938  |                    |         | $            | 13,150  |       
|                                                                                                                          | Notes payable and capital lease obligations, current portion                 |                           |                                             | 2,176   |                    |         |              | 2,209   |       
|                                                                                                                          | Accounts payable and accrued expenses                                        |                           |                                             | 35,409  |                    |         |              | 37,028  |       
|                                                                                                                          | Billings in excess of costs and estimated earnings on uncompleted contracts  |                           |                                             | 1,255   |                    |         |              | 1,340   |       
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|                                                                                                                          |                                                                              | Total current liabilities |                                             |         | 58,778             |         |              |         | 53,727 |        
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|LONG-TERM DEBT                                                                                                            |                                                                              |                           | 130,000                                     |         |                    |         | 170,263      |        
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS                                                                               |                                                                              |                           | 1,447                                       |         |                    |         | 2,708        |        
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|DEFERRED INCOME TAXES                                                                                                     |                                                                              |                           | 3,923                                       |         |                    |         | 448          |        
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|14.5% SENIOR EXCHANGEABLE PREFERRED STOCK, $0.01 par value,
1,250,000 shares authorized, 1,042,460 issued and outstanding |                                                                              |                           | 61,256                                      |         |                    |         | 55,050       |        
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|STOCKHOLDERS EQUITY (DEFICIT):                                                                                           |                                                                              |                           |                                             |         |                    |         |              |        
|                                                                                                                          | Common stock, $0.01 par value, 100 shares authorized, issued and
outstanding |                           |                                             |        |                    |         |              |        |       
|                                                                                                                          | Paid-in capital                                                              |                           |                                             | 22,689  |                    |         |              | 20,143  |       
|                                                                                                                          | Receivables from sale of Holdings common stock                              |                           |                                             | (1,477  | )                  |         |              | (1,477  | )     
|                                                                                                                          | Predecessor basis adjustment                                                 |                           |                                             | (13,038 | )                  |         |              | (13,038 | )     
|                                                                                                                          | Cumulative translation adjustment                                            |                           |                                             | (1,872  | )                  |         |              | (1,768  | )     
|                                                                                                                          | Accumulated deficit                                                          |                           |                                             | (17,566 | )                  |         |              | (28,620 | )     
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|                                                                                                                          |                                                                              |                           | Total stockholders deficit                 |         |                    | (11,264 | )            |         |        | (24,760 | )
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       
|                                                                                                                          |                                                                              |                           | Total liabilities and stockholders deficit |         | $                  | 244,140 |              |         | $      | 257,436 |  
|                                                                                                                          |                                                                              |                           |                                             |         |                    |         |              |         |       

The accompanying notes to the consolidated financial statements are an
integral part of the consolidated financial statements.



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|* |  | Agrees with the audited consolidated balance sheet included in the Companys
Form 10-K for the year ended December 31, 2001.
|- |  | ----------------------------------------------------------------------------------------------------------------------------

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BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |        |         |        | 
|---------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------- | ---------------------------------------- | ---------------------------------------- | ------ | ------------------------ | ------ | ------- | ------ | ------- | ------ | 
|                                                     |                                                                            |                               |                                          |                                          |        | Nine months ended       
|                                                     |                                                                            |                               |                                          |                                          |        | September 30 (unaudited)
|                                                     |                                                                            |                               |                                          |                                          |        |                         
|                                                     |                                                                            |                               |                                          |                                          |        | 2002                     |        | 2001   
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                            |                               |                                          |                                          |        |                          |        |        
|                                                     | Net income                                                                 |                               | $                                        | 17,259                                   |        |                          | $      | 8,233   |       
|                                                     | Adjustments to reconcile net income to net cash from
Operating activities: |                               |                                          |                                          |        |                          |        |         |       
|                                                     |                                                                            | Depreciation and amortization |                                          |                                          | 16,994 |                          |        |         | 17,139 |        
|                                                     |                                                                            | Non-cash compensation         |                                          |                                          | 2,479  |                          |        |         |       |        
|                                                     | Changes in operating assets and liabilities:                               |                               |                                          |                                          |        |                          |        |         |       
|                                                     |                                                                            |                               | Trade accounts receivable, net           |                                          |        | 978                      |        |         |        | 72      |       
|                                                     |                                                                            |                               | Accrued revenue                          |                                          |        | (1,859                   | )      |         |        | (420    | )     
|                                                     |                                                                            |                               | Notes receivable                         |                                          |        | (183                     | )      |         |        | 174     |       
|                                                     |                                                                            |                               | Other current assets                     |                                          |        | (2,729                   | )      |         |        | (158    | )     
|                                                     |                                                                            |                               | Scaffolding equipment                    |                                          |        | 976                      |        |         |        | 2,235   |       
|                                                     |                                                                            |                               | Accounts payable and accrued expenses    |                                          |        | (1,619                   | )      |         |        | (4,602  | )     
|                                                     |                                                                            |                               | Deferred revenue                         |                                          |        | (85                      | )      |         |        | (1,572  | )     
|                                                     |                                                                            |                               | Other                                    |                                          |        | 3,809                    |        |         |        | (1,091  | )     
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|                                                     |                                                                            |                               |                                          | Net cash flows from operating activities |        |                          | 36,020 |         |        |         | 20,010 | 
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                            |                               |                                          |                                          |        |                          |        |        
|                                                     | Purchase of property and equipment                                         |                               |                                          | (11,385                                  | )      |                          |        | (15,834 | )     
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|                                                     |                                                                            |                               | Net cash flows from investing activities |                                          |        | (11,385                  | )      |         |        | (15,834 | )     
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                            |                               |                                          |                                          |        |                          |        |        
|                                                     | Borrowings of long-term debt                                               |                               |                                          |                                         |        |                          |        | 15,000  |       
|                                                     | Repayments of long-term debt                                               |                               |                                          | (33,475                                  | )      |                          |        | (6,300  | )     
|                                                     | Borrowings (payments) of revolving loans                                   |                               |                                          |                                         |        |                          |        | (4,125  | )     
|                                                     | Capital contributions from Holdings                                        |                               |                                          | 67                                       |        |                          |        | 30      |       
|                                                     | Payments on capital lease obligations                                      |                               |                                          | (1,294                                   | )      |                          |        | (1,455  | )     
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|                                                     |                                                                            |                               | Net cash flows from financing activities |                                          |        | (34,702                  | )      |         |        | 3,150   |       
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                            |                               | (10,067                                  | )                                        |        |                          | 7,326  |        
|CASH AND CASH EQUIVALENTS, beginning of period       |                                                                            |                               | 12,660                                   |                                          |        |                          | 3,139  |        
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       
|CASH AND CASH EQUIVALENTS, end of period             |                                                                            | $                             | 2,593                                    |                                          |        | $                        | 10,465 |        
|                                                     |                                                                            |                               |                                          |                                          |        |                          |        |         |       

(Continued on following page)

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BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

|                                    |                                                     |  |                          |        |      |  |   |        | 
|----------------------------------- | --------------------------------------------------- |  | ------------------------ | ------ | ---- |  | - | ------ | 
|                                    |                                                     |  | Nine months ended       
|                                    |                                                     |  | September 30 (unaudited)
|                                    |                                                     |  |                         
|                                    |                                                     |  | 2002                     |        | 2001
|                                    |                                                     |  |                          |        |     
|SUPPLEMENTAL CASH FLOW DISCLOSURES: |                                                     |  |                          |        |      |  |   |       
|                                    | Interest paid                                       |  | $                        | 16,149 |      |  | $ | 18,290 | 
|                                    |                                                     |  |                          |        |      |  |   |        | 
|NON-CASH TRANSACTIONS:              |                                                     |  |                          |        |      |  |   |       
|                                    | Paid-in-kind accretion of preferred stock
dividends |  | $                        | 6,206  |      |  | $ | 5,404  | 
|                                    |                                                     |  |                          |        |      |  |   |        | 

The accompanying notes to the consolidated financial statements are an
integral part of the consolidated financial statements.

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BRAND SERVICES, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements
(Unaudited)

The financial statements included herein for the periods ended September 30,
2002 and 2001 have been prepared by the Company without audit. In the opinion
of management, all adjustments have been made which are of a normal recurring
nature necessary to present fairly the Companys financial position as of
September 30, 2002, and the results of operations for the three and nine months
ended September 30, 2002 and 2001, and cash flows for the nine months ended
September 30, 2002 and 2001. Certain information and footnote disclosures have
been condensed or omitted for these periods. The results for interim periods
are not necessarily indicative of results for the entire year.

1.     Organization and Business

Prior to the sale of Brand Services, Inc. and subsidiaries (Brand), Brand was
100% owned by DLJ Brand Holdings, Inc. (Holdings). See Note 11 for a
description of the sale of the Company. Holdings is owned 59.9% by Credit
Suisse First Boston (USA), Inc. (CSFB), 8.6% by Carlisle Enterprises, L.P.
(Carlisle), 17.0% by Rust International, Inc. (Rust International), and
14.5% by the directors, officers and employees of the Company. Rust
International is a subsidiary of Waste Management, Inc. (WMI). All references
to the Company, we, us, or our mean Brand Services, Inc. and its
subsidiaries.

We operate in one segment and provide scaffolding services primarily to
refining, chemical, petrochemical, utility and pulp and paper industries, and
to a lesser extent, general commercial clients. Scaffolding services are
typically provided in connection with periodic, routine cleaning and
maintenance of refineries, chemical plants and utilities, as well as for new
construction projects. The Company provides personnel to erect and dismantle
scaffolding structures, transport scaffolding to project sites and supervise
and manage such activities. In addition, the Company rents and occasionally
sells scaffolding that is classified as property and equipment on the
consolidated balance sheet. The Company maintains a substantial inventory of
scaffolding in the United States and Canada.

2.     Summary of Significant Accounting Policies

The accompanying financial statements are prepared on a consolidated basis and
include those assets, liabilities, revenues and expenses directly attributable
to the operations of the Company. All significant intercompany balances and
transactions have been eliminated.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements

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and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

3.     Accrued Revenue

Accrued revenue represents work performed which either due to contract
stipulations or lacking contractual documentation needed, could not be billed.
Substantially all unbilled amounts are expected to be billed and collected
within one year.

4.     Debt and Borrowing Arrangements

At September 30, 2002 and December 31, 2001 long-term debt consisted of the
following (in thousands):

|                     |                |   |               |         |              |   |         |         | 
|-------------------- | -------------- | - | ------------- | ------- | ------------ | - | ------- | ------- | 
|                     |                |   | September 30, |         | December 31,
|                     |                |   | 2002          |         | 2001        
|                     |                |   |               |         |             
|Revolving loans      |                | $ |              |         |              | $ |        |        
|Term loans           |                |   | 19,938        |         |              |   | 53,413  |        
|10 1/4% Senior Notes |                |   | 130,000       |         |              |   | 130,000 |        
|                     |                |   |               |         |              |   |         |        
|                     |                |   | 149,938       |         |              |   | 183,413 |        
|Less-Current portion |                |   | 19,938        |         |              |   | 13,150  |        
|                     |                |   |               |         |              |   |         |        
|                     | Long-term debt |   | $             | 130,000 |              |   | $       | 170,263 | 
|                     |                |   |               |         |              |   |         |        

In addition to the scheduled payments, the Company made additional payments of
$24.1 million under the term loans during the nine months ended September 30,
2002.

For the three months ended September 30, 2002 and 2001, the weighted average
interest rate on loans outstanding under the term loan facility, the revolving
loan and the Senior Notes was 9.4% and 9.4%, respectively, and for the nine
months ended September 30, 2002 and 2001, the weighted average interest rate
was 9.2% and 9.8%, respectively.

5.     Deferred Revenue

Deferred revenue represents amounts collected from customers in advance of the
work performed on these contracts. Substantially all of the costs related to
these amounts will be incurred within one year.

6.     Commitments and Contingencies

In the ordinary course of conducting its business, the Company becomes involved
in various pending claims and lawsuits. These primarily relate to employee
matters. The outcome of these matters is not presently determinable. However,
in the opinion of management, based on the advice of legal counsel, the
resolution of these matters is not anticipated to have a material adverse
effect on the financial position or results of operations of the Company.

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7.     Comprehensive Income

Comprehensive income represents the sum of net income and foreign currency
translation adjustments. For the three months ended September 30, 2002 and
2001, comprehensive income was $2.9 million and $3.0 million, respectively, and
for the nine months ended September 30, 2002 and 2001, comprehensive income was
$17.2 million and $8.4 million, respectively.

8.     Income Taxes

For the nine months ended September 30, 2002, the Company reduced the valuation
allowance on deferred tax assets by $4.7 million and recorded an income tax
provision of $4.4 million. During the nine months ended September 30, 2002, the
valuation allowance on deferred tax assets was reduced to $0 as the Company
determined that it was more likely than not that all deferred tax assets would
be realized based upon current operating results and anticipated operating
results for future periods. The effective tax rate of 40% is greater than the
federal statutory rate of 35% primarily due to state income taxes for the three
months ended September 30, 2002. The following table provides a reconciliation
of the provision for income taxes for the three and nine months ended September
30, 2002 (in thousands):

|                                 |                            |   |                    |       |                    |   |        |       | 
|-------------------------------- | -------------------------- | - | ------------------ | ----- | ------------------ | - | ------ | ----- | 
|                                 |                            |   | Three Months ended |       | Nine Months Ended 
|                                 |                            |   | September 30, 2002 |       | September 30, 2002
|                                 |                            |   | (unaudited)        |       | (unaudited)       
|                                 |                            |   |                    |       |                   
|Current (benefit) provision      |                            | $ | 727                |       |                    | $ | 909    |      
|Deferred provision               |                            |   | 1,583              |       |                    |   | 8,153  |      
|Reduction of valuation allowance |                            |   |                   |       |                    |   | (4,683 | )    
|                                 |                            |   |                    |       |                    |   |        |      
|                                 | Provision for income taxes |   | $                  | 2,310 |                    |   | $      | 4,379 | 
|                                 |                            |   |                    |       |                    |   |        |      

9.     Non-cash Compensation

During the nine months ended September 30, 2002, Holdings granted certain
members of management options to acquire 291,000 shares of common stock with an
exercise price of $5.80 per share and permitted others to purchase 11,350
shares of common stock at $5.80 per share. The Company uses the intrinsic value
method prescribed by APB Opinion No. 25, Accounting for Stock issued to
Employees, to account for stock compensation plans. Non-cash compensation
expense of $2.5 million for the nine months ended September 30, 2002 was
recorded in the consolidated statements of operations since the exercise prices
of certain stock compensation awards were less than the estimated fair values
of the underlying stock on the date of the grant. Estimated fair values were
determined by using the stock price from the sale of the Company to JPMorgan
Partners (see Note 11).

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10.     New Accounting Standards

Under Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets, goodwill is no longer subject to amortization over its
useful life; rather, it is subject to at least annual assessments of impairment
and accordingly, amortization of goodwill ceased. The Company has completed the
required transitional impairment test as of January 1, 2002, and in doing so
has determined that goodwill is not impaired. The following table shows a
reconciliation between reported net income and adjusted net income had SFAS No.
142 been implemented by the Company as of January 1, 2001 (in thousands):

|                                |  |                    |       |                    |  |                    |       |                    |  |   |        |  |  |   |       | 
|------------------------------- |  | ------------------ | ----- | ------------------ |  | ------------------ | ----- | ------------------ |  | - | ------ |  |  | - | ----- | 
|                                |  | For the three      |       | For the three      |  | For the nine       |       | For the nine      
|                                |  | months ended       |       | months ended       |  | months ended       |       | months ended      
|                                |  | September 30, 2002 |       | September 30, 2001 |  | September 30, 2002 |       | September 30, 2001
|                                |  |                    |       |                    |  |                    |       |                   
|Reported net income             |  | $                  | 3,465 |                    |  | $                  | 2,079 |                    |  | $ | 17,259 |  |  | $ | 8,233 | 
|Add back: goodwill
amortization |  |                    |      |                    |  |                    | 369   |                    |  |   |       |  |  |   | 1,008 | 
|                                |  |                    |       |                    |  |                    |       |                    |  |   |        |  |  |   |       | 
|Adjusted net income             |  | $                  | 3,465 |                    |  | $                  | 2,448 |                    |  | $ | 17,259 |  |  | $ | 9,241 | 
|                                |  |                    |       |                    |  |                    |       |                    |  |   |        |  |  |   |       | 

Under SFAS No. 143, Accounting for Asset Retirement Obligations, the fair value
of a liability for an asset retirement obligation is required to be recognized
in the period in which it is incurred if a reasonable estimate of fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. SFAS No. 143 was implemented by
the Company on January 1, 2002 with no material impact on the Companys
financial statements.

In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, Accounting for the Impairment of Disposal of Long-Lived Assets. SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Company on January 1, 2002 with no impact on the Companys financial
statements.

In April 2002, FASB issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS
No. 145 provides for the rescission of several previously issued accounting
standards, new accounting guidance for the accounting for certain lease
modifications and various technical corrections that are not substantive in
nature to existing pronouncements. SFAS No. 145 will be adopted by the Company
beginning January 1, 2003, except for the provisions relating to the amendment
of SFAS No. 13, which will be adopted for transactions occurring subsequent to

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May 15, 2002. Adoption of SFAS No. 145 will not have a material impact on the
financial statements of the Company.

In June 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 nullifies Emerging Issues Task Force
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring), and requires that a liability for costs associated with an exit
or disposal activity be recognized when the liability is incurred rather than
when a company commits to such an activity. SFAS No. 146 also establishes that
fair value be the objective for initial measurement of the liability. SFAS No.
146 will be adopted by the Company for exit or disposal activities that are
initiated after December 31, 2002. Adoption will not have a material impact on
the financial statements of the Company.

11.     Subsequent Event

On October 16, 2002, J.P. Morgan Partners, the private equity affiliate of J.P.
Morgan Chase & Co., acquired Brand Intermediate Holdings (formerly DLJ Brand
Holdings, Inc.) including Brand Services, Inc. In connection therewith, Brand
issued $150.0 million of 12% Senior Subordinated Notes and entered into a
credit facility that consists of $130.0 million in aggregate principal amount
of term loan, a letter of credit facility of $20.0 million, and a revolving
credit facility of $50.0 million. The Company used a portion of the proceeds
from this transaction to repay the $130.0 million 101/4% Senior Notes and
$19.9 million of term debt. A portion of the proceeds will also be used to
redeem the 141/2% Senior Exchangeable Preferred Stock on or before November
17, 2002.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The matters discussed in this Form 10-Q of Brand Services, Inc. and
subsidiaries (the Company) contain forward looking statements that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors
include, but are not limited to, the competitive environment in the industrial
and commercial scaffolding industry in general and in the Companys specific
market areas; changes in prevailing interest rates and the availability of and
terms of financing to fund the anticipated growth of the Companys business;
inflation; changes in costs of goods and services; economic conditions in
general and in the Companys specific market areas; demographic changes;
changes in or failure to comply with federal, state and/or local government
regulations; liability and other claims asserted against the Company; changes
in operating strategy or development plans; the ability to attract and retain
qualified personnel; the significant indebtedness of the Company; labor
disturbances; changes in the Companys acquisition and capital expenditure
plans; and other factors referenced herein. The forward looking statements
contained herein reflect the Companys current beliefs and specific assumptions
with respect to future business decisions and are based on information
currently available. Accordingly, the statements are subject to significant
risks, uncertainties and contingencies, which could cause the Companys actual
operating results, performance or business prospects to differ from those
expressed in, or implied by, these statements.

The following discussion and analysis should be read in conjunction with the
attached condensed consolidated financial statements and notes thereto.

Overview

The Company is the largest North American provider of industrial scaffolding
services which facilitate access to tall structures for maintenance,
turnarounds and capital projects, principally in the refining, petrochemical,
chemical, utility and pulp and paper industries. The Company provides turnkey
services, which include equipment rental, labor for the erection and
dismantlement of the scaffolding and scaffolding design services. The Company
also provides scaffolding services to the commercial market (primarily
nonresidential construction) and sells a small amount of scaffolding.

The Company typically provides on-going maintenance services under long-term
contracts; the duration of these contracts is usually one to five years.
Turnarounds occur every one to four years depending on the industry and the
type of turnaround being performed. Although some turnarounds may be postponed
for a period of time, they are a necessary component of maintaining industrial
facilities and are required to ensure the safe and efficient operation of such
facilities. While

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the postponement of scheduled turnarounds causes fluctuations in the Companys
quarterly and annual results, the Company believes the necessity for on-going
maintenance and turnarounds provides a stable, recurring revenue base.

The Companys business is seasonal. End-use industries such as the refining
and utility industries experience increased demand for their products during
the summer months. Consequently, turnarounds are generally scheduled during
the first and fourth quarters of the year.

Results of Operations

Revenues  Revenues for the three months ended September 30, 2002 increased
16.6% to $84.9 million from $72.8 million for the same period in 2001. Revenues
for the nine months ended September 30, 2002 increased 21.8% to $269.0 million
from $220.9 million for the same period in 2001. Labor revenue increased 19.9%
to $64.9 million for the three months ended September 30, 2002 as compared to
the same period in 2001 and 26.1% to $205.7 million for the nine months ended
September 30, 2002 as compared to the same period in 2001. Rental revenue
increased 9.2% to $18.0 million for the three months ended September 30, 2002
as compared to the same period in 2001, and 10.1% to $56.0 million for the nine
months ended September 30, 2002 as compared to the same period in 2001.
Industrial revenue accounted for the majority of the revenue growth as we were
awarded new refinery contracts and new power plant construction contracts. The
nature of these work opportunities caused labor revenue to grow at a faster
rate than equipment rental revenue, as this type of work is more labor
intensive than commercial work.

Gross Profit  Gross profit for the three months ended September 30, 2002
increased 21.0% to $20.5 million from $16.9 million for the same period in
2001. Gross profit for the nine months ended September 30, 2002, increased
23.3% to $67.3 million from $54.6 million for the same period in 2001. Labor
gross profit (labor revenue less labor cost) increased 23.9% to $11.8 million
for the three months ended September 30, 2002 as compared to the same period in
2001 and 28.5% to $39.9 million for the nine months ended September 30, 2002 as
compared to the same period in 2001. Gross profit as a percentage of revenue
increased from 23.2% to 24.1% for the three months ended September 30, 2002, as
compared to the same period in 2001. Gross profit as a percentage of revenue
for the nine months ended September 30, 2002, increased to 25.0% from 24.7% for
the same period in 2001. The increase in total gross profit is primarily due to
the improvement in labor gross profit. The growth in labor gross profit is a
result of higher labor revenues and an increase in labor gross profit
percentage.

Selling and Administrative Expenses  Selling and administrative expenses for
the three months ended September 30, 2002 increased 7.1% to $10.7 million from
$10.0 million for the same period in 2001. Selling and administrative expenses
for the nine months ended September 30, 2002 decreased 2.0% to $30.3 million
from $30.9 million for the same period in 2001. Selling and administrative
expenses as a percentage of revenue for the three months ended September 30,
2002 decreased to 12.6% from 13.7% for the same period in 2001. Selling and
administrative

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expenses as a percentage of revenue for the nine months ended September 30,
2002 decreased to 11.3% from 14.0% for the same period in 2001. Selling and
administrative expenses for the nine months ended September 30, 2001 includes
$1.0 million of goodwill amortization, which is not included in 2002 due to the
adoption of SFAS No. 142. The increase in selling and administrative expenses
for the three months ended September 30, 2002 is mostly due to an increase in
compensation expense relating to the expansion of the business.

Non-Cash Compensation  We use the intrinsic value method prescribed by APB
Opinion No. 25, Accounting for Stock Issued to Employees, to account for
stock compensation plans. Non-cash compensation expense of $2.5 million for
the nine months ended September 30, 2002 was recorded in the consolidated
statement of operations since the exercise prices of certain stock compensation
awards were less than the estimated fair values of the underlying stock on the
date of the grant. Estimated fair values were determined by using the stock
price used in the acquisition of Brand Services, Inc. by J.P. Morgan Partners,
as this transaction provides independent third-party evidence of the fair value
of the underlying stock. For periods prior to 2002, the fair value of the
underlying stock was determined by the Board of Directors based upon a multiple
of EBITDA , as this provided the best available evidence at that time.

Operating Income  As a result of the above, operating income for the three
months ended September 30, 2002 increased 40.8% to $9.8 million from $7.0
million for the same period in 2001 and increased 45.8% to $34.5 million from
$23.7 million for the nine months ended September 30, 2002, as compared to the
nine months ended September 30, 2001.

Interest Expense   Interest expense for the three months ended September 30,
2002 decreased 19.1% to $4.1 million from $5.0 million for the same period in
2001. Interest expense for the nine months ended September 30, 2002 decreased
17.1% to $13.0 million from $15.7 million for the same period in 2001. The
decrease in interest expense was primarily due to lower interest rates and
lower levels of debt due to debt repayments. For the quarters ended September
30, 2002 and 2001, the weighted average interest rate was 9.4% and 9.4%,
respectively and for the nine months ended September 30, 2002 and 2001, the
weighted average interest rate was 9.2% and 9.8%, respectively.

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Provision for Income Tax  For the nine months ended September 30, 2002, the
Company reduced the valuation allowance on deferred tax assets by $4.7 million
and recorded an income tax provision of $4.4 million. During the nine months
ended September 30, 2002, the valuation allowance on deferred tax assets was
reduced to $0 as the Company determined that it was more likely than not that
all deferred tax assets would be realized based upon current operating results
and anticipated operating results for future periods. The effective tax rate of
40% is greater than the federal statutory rate of 35% primarily due to state
income taxes for the three months ended September 30, 2002. The following table
provides a reconciliation of the provision for income taxes for the three and
nine months ended September 30, 2002 (in thousands):

|                                 |                            |   |                    |       |                    |   |        |       | 
|-------------------------------- | -------------------------- | - | ------------------ | ----- | ------------------ | - | ------ | ----- | 
|                                 |                            |   | Three Months ended |       | Nine Months ended 
|                                 |                            |   | September 30, 2002 |       | September 30, 2002
|                                 |                            |   | (unaudited)        |       | (unaudited)       
|                                 |                            |   |                    |       |                   
|Current provision                |                            | $ | 727                |       |                    | $ | 909    |      
|Deferred provision               |                            |   | 1,583              |       |                    |   | 8,153  |      
|Reduction of valuation allowance |                            |   |                   |       |                    |   | (4,683 | )    
|                                 |                            |   |                    |       |                    |   |        |      
|                                 | Provision for income taxes |   | $                  | 2,310 |                    |   | $      | 4,379 | 
|                                 |                            |   |                    |       |                    |   |        |      

For the three and nine month periods ended September 30, 2001, the Company
recorded a provision for income taxes of $0 primarily due to reductions in the
valuation allowance on deferred tax assets during those periods.

Net Income   Net income for the three months ended September 30, 2002 and
2001 was $3.5 million and $2.1 million, respectively, and was $17.3 million and
$8.2 million for the nine months ended September 30, 2002 and 2001,
respectively.

Accretion of Preferred Stock Dividends   Accretion of preferred stock
dividends for the three months ended September 30, 2002 and 2001 was $2.1
million and $1.9 million, respectively, and was $6.2 million and $5.4 million
for the nine months ended September 30, 2002 and 2001, respectively.

Net Income Applicable to Common Stock  Net income applicable to common stock
for the three months ended September 30, 2002 and 2001 was $1.3 million and
$0.2 million, respectively, and was $11.1 million and $2.8 million for the nine
months ended September 30, 2002 and 2001, respectively.

Liquidity and Capital Resources

The Company has historically utilized internal cash flow from operations and
borrowings under the bank facility to fund its operations, capital expenditures
and working capital requirements. As of September 30, 2002, and December 31,
2001, the Company had working capital of $11.1 million and $22.5 million and
cash of $2.6 million and $12.7 million, respectively.

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During the nine months ended September 30, 2002, the Company made payments of
$1.5 million to settle a general liability insurance claim in advance of the
Companys settlement with the insurance company. The Company currently has a
claim, deemed valid, against the assets of the insurance company in
liquidation.

One of the Companys major uses of cash is capital expenditures. The Companys
capital expenditure requirements are comprised of maintenance and expansion
expenditures. The Companys maintenance capital expenditure requirements are
generally for scaffolding planks and other items used in the business, such as
trucks. Expansion capital expenditures are for new scaffolding, are
discretionary and vary annually based on the Companys level of scaffolding
rental activity and managements growth expectations. During the nine months
ended September 30, 2002, gross capital expenditures were $11.4 million.

Dividends on our preferred stock accrue at the rate of 14.5% and were payable
on September 30, 2001 or the date when we are permitted to pay cash dividends
on the preferred stock under the terms of our bank facility at that time. As
described below, in connection with J.P. Morgan Partners acquisition of Brand
Intermediate Holdings, including Brand Services, Inc., the preferred stock will
be redeemed on or before November 17, 2002.

The other major uses of cash are the payments of interest on long-term debt and
the payments of principal on term loans. For the nine months ended September
30, 2002 interest payments were $16.1 million and principal payments were $33.5
million.

Net cash provided by (used for) financing activities for the nine months ended
September 30, 2002 decreased to $(34.7) million from $3.2 million for the same
period in 2001, primarily due to the repayment of $33.5 million of term loans
during the nine months ended September 30, 2002. In addition to the scheduled
payments, the company made additional payments of $24.1 million under the term
loans during the nine months ended September 30, 2002.

On October 16, 2002, J.P. Morgan Partners, the private equity affiliate of J.P.
Morgan Chase & Co., acquired Brand Intermediate Holdings, (formerly DLJ Brand
Holdings, Inc.) including Brand Services, Inc. In connection therewith, Brand
issued $150.0 million of 12% Senior Subordinated Notes and entered into a
credit facility that consists of $130.0 million in aggregate principal amount
of term loan, a letter of credit facility of $20.0 million, and a revolving
credit facility of $50.0 million. We refer to the acquisition of the Company
by J.P. Morgan Partners and the related financings as the Transactions. The
Company used a portion of the proceeds from the Transactions to repay the
$130.0 million 101/4% Senior Notes and $19.9 million of term debt. A
portion of the proceeds will also be used to redeem the 141/2% Senior
Exchangeable Preferred Stock on or before November 17, 2002.

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After the Transactions

After the Transactions, we intend to fund our ongoing obligations from cash
flow from operations and borrowings under our new $50.0 million revolving
credit facility.

We believe that after the Transactions, our existing working capital,
borrowings available under the revolving credit facility and internally
generated funds should provide sufficient resources to support current business
activities. To the extent that we accelerate our growth plans, consummate
acquisitions or have lower than anticipated sales or increases in expenses, we
may also need to raise additional capital. In particular, increased working
capital needs occur whenever we consummate transactions or experience strong
incremental demand.

Contractual Obligations

The following is a summary of contractual cash obligations as of September 30,
2002, excluding interest on a pro forma basis to give effect to the
Transactions as if they had occurred on September 30, 2002 (dollars in
thousands):

|                                   |  |                  |         |      |  |      |       |      |  |      |       |            |  |   |       |  |  |   |       |  |  |   |         | 
|---------------------------------- |  | ---------------- | ------- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ---------- |  | - | ----- |  |  | - | ----- |  |  | - | ------- | 
|                                   |  | Payments due in:
|                                   |  |                 
|                                   |  | Total            |         | 2002 |  | 2003 |       | 2004 |  | 2005 |       | After 2005
|                                   |  |                  |         |      |  |      |       |      |  |      |       |           
|Term Loan                          |  | $                | 130,000 |      |  | $    |      |      |  | $    | 1,300 |            |  | $ | 1,300 |  |  | $ | 1,300 |  |  | $ | 126,100 | 
|Capital Leases                     |  |                  | 1,091   |      |  |      | 246   |      |  |      | 845   |            |  |   |      |  |  |   |      |  |  |   |        | 
|Operating Leases                   |  |                  | 7,525   |      |  |      | 629   |      |  |      | 2,071 |            |  |   | 1,719 |  |  |   | 1,277 |  |  |   | 1,829   | 
|Notes Payable                      |  |                  | 2,532   |      |  |      | 669   |      |  |      | 1,038 |            |  |   | 660   |  |  |   | 165   |  |  |   |        | 
|Senior Subordinated
Notes          |  |                  | 150,000 |      |  |      |      |      |  |      |      |            |  |   |      |  |  |   |      |  |  |   | 150,000 | 
|                                   |  |                  |         |      |  |      |       |      |  |      |       |            |  |   |       |  |  |   |       |  |  |   |         | 
|Total Contractual
Cash Obligations |  | $                | 291,148 |      |  | $    | 1,544 |      |  | $    | 5,254 |            |  | $ | 3,679 |  |  | $ | 2,742 |  |  | $ | 277,929 | 

Critical Accounting Policies

Certain of our accounting policies as discussed below require the application
of significant judgment by management in selecting the appropriate assumptions
for calculating the amounts to record in our financial statements. By their
nature, these judgments are subject to an inherent degree of uncertainty.

We recognize deferred income tax assets and liabilities based on the
differences between the financial statement carrying amounts and the tax basis
of assets and liabilities. Deferred income taxes also include net operating
loss carryforwards primarily due to the accelerated depreciation of our
scaffolding equipment. We regularly review our deferred income tax assets for
recoverability and establish a valuation allowance when it is more likely than
not such assets will not be recovered, taking into consideration historical net
income (losses), projected

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future income (losses) and the expected timing of the reversals of existing
temporary differences. As of December 31, 2000, we had a valuation allowance
of $8.7 million. During the year ended December 31, 2001, the valuation
allowance was reduced by $4.0 million, reducing our effective tax rate and
total income tax expense to zero. As of December 31, 2001, we had a valuation
allowance of $4.7 million. During the nine months ended September 30, 2002,
the valuation allowance on deferred tax assets was reduced to $0 as we
determined that it is more likely than not that all deferred tax assets would
be realized based upon year-to-date operating results and anticipated operating
results for future periods.

As part of our ongoing business, we make payments for workers compensation and
health benefit claims. We have purchased insurance coverage for large claims.
Our workers compensation and health benefit liabilities are developed using
actuarial methods based upon historical data for payment patterns, cost trends,
utilization of healthcare services and other relevant factors. While we
believe that our liability for workers compensation and health benefit claims
of $12.5 million as of December 31, 2001 and $13.3 million as of September 30,
2002 are adequate and that the judgment applied is appropriate, such estimated
liabilities could differ materially from what will actually transpire in the
future.

We use the intrinsic value method prescribed by APB Opinion No. 25, Accounting
for Stock Issued to Employees, to account for stock compensation plans.
Non-cash compensation expense of $2.5 million for the nine months ended
September 30, 2002 was recorded in the consolidated statements of operations
since the exercise price of certain stock compensation awards were less than
the estimated fair values of the underlying stock on the date of grant.
Estimated fair values were determined by using the stock price used in the
acquisition of Brand Services, Inc. by J.P. Morgan Partners, as this
transaction provides independent third-party evidence of the fair value of the
underlying stock. For periods prior to 2002, the fair value of the underlying
stock was determined by the Board of Directors based upon a multiple of EBITDA, as this provided the best available evidence at that time.

Other Data

EBITDA is defined as earnings before interest income, cash interest expense,
income taxes, depreciation and amortization. EBITDA is commonly used to analyze
companies on the basis of operating performance, leverage and liquidity.
EBITDA is not intended to represent cash flows for the period, nor has it been
presented as an alternative to operating income as an indicator of operating
performance and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with accounting principles
generally accepted in the United States.

Adjusted EBITDA is EBITDA plus non-cash compensation. Adjusted EBITDA is
presented because it is a widely accepted financial indicator of a companys
ability to service its indebtedness. However, adjusted EBITDA should not be
considered as an alternative to income from operations or to cash flows from

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operating, investing, or financing activities, as determined in accordance with
auditing standards generally accepted in the United States. Adjusted EBITDA
also should not be construed as an indication of a companys operating
performance or as a measure of liquidity. In addition, because adjusted EBITDA
is not calculated identically by all companies, the presentation here may not
be comparable to other similarly titled measures of other companies.

|                                      |                 |   |                   |        |      |   |        |        | 
|------------------------------------- | --------------- | - | ----------------- | ------ | ---- | - | ------ | ------ | 
|                                      |                 |   | Nine Months Ended
|                                      |                 |   | September 30     
|                                      |                 |   |                  
|                                      |                 |   | 2002              |        | 2001
|                                      |                 |   |                   |        |     
|Pretax Income                         |                 | $ | 21,638            |        |      | $ | 8,233  |       
|Depreciation and Amortization Expense |                 |   | 16,994            |        |      |   | 17,139 |       
|Interest Expense                      |                 |   | 12,997            |        |      |   | 15,682 |       
|Interest Income                       |                 |   | (137              | )      |      |   | (257   | )     
|                                      |                 |   |                   |        |      |   |        |       
|                                      | EBITDA          |   |                   | 51,492 |      |   |        | 40,797 | 
|Non-Cash Compensation                 |                 |   | 2,479             |        |      |   |       |       
|                                      |                 |   |                   |        |      |   |        |       
|                                      | Adjusted EBITDA |   | $                 | 53,971 |      |   | $      | 40,797 | 

|                                 |  |                   |         |      |  |   |         |  
|-------------------------------- |  | ----------------- | ------- | ---- |  | - | ------- | -
|                                 |  | Nine Months Ended
|                                 |  | September 30     
|                                 |  |                  
|                                 |  | 2002              |         | 2001
|                                 |  |                   |         |     
|Net cash provided by (used for): |  |                   |         |      |  |   |         |  
|Operating activities             |  | $                 | 36,020  |      |  | $ | 20,010  |  
|Investing activities             |  |                   | (11,385 | )    |  |   | (15,834 | )
|Financing activities             |  |                   | (34,702 | )    |  |   | 3,150   |  

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New Accounting Standards

In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 provides for the rescission of several previously
issued accounting standards, new accounting guidance for the accounting for
certain lease modifications and various technical corrections that are not
substantive in nature to existing pronouncements. SFAS No. 145 will be adopted
by the Company beginning January 1, 2003, except for the provisions relating to
the amendment of SFAS No. 13, which will be adopted for transactions occurring
subsequent to May 15, 2002. Adoption of SFAS No. 145 will not have a material
impact on the condensed financial statements of the company.

In June 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 nullifies Emerging Issues Task Force
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring), and requires that a liability for costs associated with an exit
or disposal activity be recognized when the liability is incurred rather than
when a company commits to such an activity. SFAS No. 146 also establishes that
fair value be the objective for initial measurement of the liability. SFAS No.
146 will be adopted by the Company for exit or disposal activities that are
initiated after December 31, 2002. Adoption will not have a material impact on
the consolidated financial statements of the Company.

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ITEM 4  CONTROLS AND PROCEDURES



|(a) |  | Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the
Companys management, including the Companys President and Chief
Financial Office, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Companys President and Chief
Financial Officer, have concluded that the Companys disclosure controls
and procedures are effective.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.                                                                                                                                                                                                                                                                                                                                                           

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PART II  OTHER INFORMATION




ITEM 5. OTHER INFORMATION

On October 18, 2002, the Company issued a press release containing the
following information:

J.P. Morgan Partners, the private equity affiliate of J.P. Morgan Chase & Co.,
announced its acquisition of Brand Services from DLJ Merchant Banking for
approximately $500 million. A senior notes offering of $150 million was
completed in association with the transaction. The transaction closed on
October 16, 2002.

Under the merger agreement, Brand notified the holders of its 14.5% preferred
stock of the redemption of all shares of preferred stock in accordance with the
terms of the certificate of designation thereof. Brand also commenced a tender
offer prior to closing for all of its issued and outstanding 10-1/4% senior
notes due 2008, which was consummated at closing.

The full text of the press release is included as Exhibit 99.3 to this report
on Form 10-Q.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits  See Exhibit Index on page 28.

Reports on Form 8-K  On July 8, 2002, the Company filed a current report on
Form 8-K dated July 8, 2002 to report that the Company had changed its
independent public accountant.

On August 16, 2002, the Company filed a current report on Form 8-K dated August
16, 2002 to announce that J.P. Morgan Partners, the private equity affiliate of
J.P. Morgan Chase & Co., had entered into a definitive agreement to acquire the
Company from DLJ Merchant Banking.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  |                                                                                            
|----------------------- |  | -------------------------------------------------------------------------------------------
|                        |  | BRAND SERVICES, INC.                                                                       
|                       
|Date: November 11, 2002 |  | /s/ John M. MonterJohn M. Monter
Chief Executive Officer, President                        
|                       
|Date: November 11, 2002 |  | /s/ Jeffrey W. PetersonJeffrey W. Peterson
Chief Financial Officer,
Vice President, Finance

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CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John M. Monter, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Brand Services, Inc;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the Audit Committee of
the Companys Board of Directors:



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        

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6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                    
|----------------------- |  | -------------------------------------------------------------------
|Date: November 11, 2002 |  | /s/ John M. MonterJohn M. Monter
Chief Executive Officer, President

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CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey W. Peterson, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Brand Services, Inc;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | (c) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the Audit Committee of
the Companys Board of Directors:



| | (c) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        

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6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                                           
|----------------------- |  | ------------------------------------------------------------------------------------------
|Date: November 11, 2002 |  | /s/ Jeffrey W. PetersonJeffrey W. Peterson
Chief Financial Officer,
Vice President-Finance

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EXHIBIT INDEX

|            |  |                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                 
|            |  |                                                                                                                                             
|99.1        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
John M. Monter     
|99.2        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Jeffrey W. Peterson
|99.3        |  | Press release dated October 18, 2002                                                                                                        

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