##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



---



FORM 10-Q



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



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 333-102885



---



THE BRICKMAN GROUP, LTD.

(Exact name of registrant as specified in its charter)



---



|                                                    |  |                                     
|--------------------------------------------------- |  | ------------------------------------
|Delaware                                            |  | 23-2949247                          
|(State of incorporation)                            |  | (I.R.S. Employer Identification No.)
|                                                    | 
|375 South Flowers Mill Road Langhorne, Pennsylvania |  | 19047                               
|(Address of Principal Executive Offices)            |  | (Zip Code)                          



(215) 757-9400

(Registrants Telephone Number, Including Area Code)



---



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

None



---



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 by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).    Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date. The Brickman Group, Ltd. is a wholly owned subsidiary of Brickman Group Holdings, Inc. None of its, or Brickman Group Holdings, Inc.s, common equity is publicly traded.



**The Brickman Group, Ltd. is not currently required by law to file reports under Section 13
or 15(d) of the Securities and Exchange Act of 1934, as amended, because at the beginning of its current fiscal year its 11.75% senior subordinated notes due 2009 were held of record by less than 300 persons. The Brickman Group, Ltd. is therefore
not currently an issuer for purposes of Section 2(a)(7) of the Sarbanes-Oxley Act of 2002. The Brickman Group, Ltd. voluntarily files quarterly and annual reports on Forms 10-Q and 10-K and current reports on Form 8-K with the Securities
and Exchange Commission in compliance with the indenture governing its senior subordinated notes.



---



---

##### Table of Contents

TABLE OF CONTENTS



|                              |  |         |  |                                                                                       |  |     
|----------------------------- |  | ------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I.
FINANCIAL INFORMATION |  | 2      
|                              |  |         | 
|                              |  | Item 1. |  | Financial Statements                                                                  |  | 2-10
|                              |  |         | 
|                              |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 11  
|                              |  |         | 
|                              |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 19  
|                              |  |         | 
|                              |  | Item 4. |  | Controls and Procedures                                                               |  | 19  
|                              | 
|PART II.
OTHER INFORMATION    |  | 20     
|                              |  |         | 
|                              |  | Item 1. |  | Legal Proceedings                                                                     |  | 20  
|                              |  |         | 
|                              |  | Item 2. |  | Changes in Securities and Use of Proceeds                                             |  | 20  
|                              |  |         | 
|                              |  | Item 3. |  | Defaults Upon Senior Securities                                                       |  | 20  
|                              |  |         | 
|                              |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  | 20  
|                              |  |         | 
|                              |  | Item 5. |  | Other Information                                                                     |  | 20  
|                              |  |         | 
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  | 21  
|                              | 
|SIGNATURES                    |  |        



---

##### Table of Contents

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



THE
BRICKMAN GROUP, LTD.

BALANCE SHEETS

(dollars in thousands except for share data)



|                                                                                                         |  |                  |          |   |              |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                         |  |                  |          |   | (Unaudited)  |  
|                                                                                                         |  | December 31,2003 |          |   | June 30,2004 |  
|ASSETS                                                                                                   |  |                  |          |   |              |   |          |  
|                                                                                                         |  |                 
|Current assets:                                                                                          |  |                  |          |   |              |   |          |  
|Cash and cash equivalents                                                                                |  | $                | 15,929   |   |              | $ | 1,002    |  
|Accounts receivable, net of allowance for doubtful accounts                                              |  |                  | 38,103   |   |              |   | 34,729   |  
|Unbilled revenue                                                                                         |  |                  | 3,116    |   |              |   | 21,563   |  
|Deferred tax asset                                                                                       |  |                  | 6,449    |   |              |   | 6,564    |  
|Other current assets                                                                                     |  |                  | 2,214    |   |              |   | 1,010    |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total current assets                                                                                     |  |                  | 65,811   |   |              |   | 64,868   |  
|Property and equipment, net of accumulated depreciation                                                  |  |                  | 26,130   |   |              |   | 31,819   |  
|Deferred tax asset                                                                                       |  |                  | 452      |   |              |   | 2,022    |  
|Deferred charges, net of accumulated amortization                                                        |  |                  | 8,272    |   |              |   | 7,540    |  
|Intangible assets, net of accumulated amortization                                                       |  |                  | 97,970   |   |              |   | 92,281   |  
|Goodwill                                                                                                 |  |                  | 32,663   |   |              |   | 32,663   |  
|Restricted investments and other assets                                                                  |  |                  | 1,015    |   |              |   | 980      |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total                                                                                                    |  | $                | 232,313  |   |              | $ | 232,173  |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                           |  |                  |          |   |              |   |          |  
|Current liabilities:                                                                                     |  |                  |          |   |              |   |          |  
|Accounts payable                                                                                         |  | $                | 10,677   |   |              | $ | 9,883    |  
|Deferred revenue                                                                                         |  |                  | 2,686    |   |              |   | 6,729    |  
|Revolving credit                                                                                         |  |                  |         |   |              |   | 5,500    |  
|Capital lease obligation - current portion                                                               |  |                  | 307      |   |              |   | 354      |  
|Long-term debt - current portion                                                                         |  |                  | 5,000    |   |              |   | 5,983    |  
|Accrued interest                                                                                         |  |                  | 734      |   |              |   | 739      |  
|Accrued expenses                                                                                         |  |                  | 21,370   |   |              |   | 23,257   |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total current liabilities                                                                                |  |                  | 40,774   |   |              |   | 52,445   |  
|Long-term debt and other liabilities                                                                     |  |                  |          |   |              |   |          |  
|Capital lease obligation                                                                                 |  |                  | 215      |   |              |   |         |  
|Long-term debt                                                                                           |  |                  | 190,000  |   |              |   | 182,352  |  
|Other liabilities                                                                                        |  |                  | 804      |   |              |   | 764      |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total liabilities                                                                                        |  |                  | 231,793  |   |              |   | 235,561  |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Commitments and contingencies                                                                            |  |                  |          |   |              |   |          |  
|                                                                                                         |  |                 
|Shareholders equity (deficit):                                                                          |  |                  |          |   |              |   |          |  
|Class A voting common stock, $.01 par value; 51,317 authorized, issued and outstanding both periods      |  |                  | 1        |   |              |   | 1        |  
|Class A non-voting common stock, $.01 par value; 283,548 authorized, issued and outstanding both periods |  |                  | 3        |   |              |   | 3        |  
|Class B non-voting common stock, $.01 par value; 117,517 authorized, issued and outstanding both periods |  |                  | 1        |   |              |   | 1        |  
|Class C non-voting common stock, $.01 par value; 75,000 authorized, issued and outstanding both periods  |  |                  | 1        |   |              |   | 1        |  
|Paid-in capital                                                                                          |  |                  | 191,514  |   |              |   | 185,934  |  
|Retained earnings                                                                                        |  |                  |         |   |              |   | 1,672    |  
|Continuing shareholders basis adjustment                                                                |  |                  | (191,000 | ) |              |   | (191,000 | )
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total shareholders equity (deficit)                                                                     |  |                  | 520      |   |              |   | (3,388   | )
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total liabilities and shareholders equity (deficit)                                                     |  | $                | 232,313  |   |              | $ | 232,173  |  
|                                                                                                         |  |                  |          |   |              |   |          |  



The accompanying notes
and the notes to the Companys Audited Financial Statements are an integral part of the financial statements.



2



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

STATEMENTS OF OPERATIONS

(unaudited)

(dollars in thousands)



|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        
|----------------------------------- |  | ----------------------------------- | ------- | --------------------------------- | - | ------- |  | - | ------- | - |  | - | -------
|                                    |  | For the three months ended June 30, |         | For the six months ended June 30,
|                                    |  | 2003                                |         | 2004                              |   | 2003    |  |   | 2004   
|Net service revenues                |  | $                                   | 105,902 |                                   | $ | 119,828 |  | $ | 181,319 |   |  | $ | 190,227
|Cost of services provided           |  |                                     | 69,962  |                                   |   | 78,579  |  |   | 129,539 |   |  |   | 132,969
|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        
|Gross profit                        |  |                                     | 35,940  |                                   |   | 41,249  |  |   | 51,780  |   |  |   | 57,258 
|General and administrative expenses |  |                                     | 16,363  |                                   |   | 18,892  |  |   | 30,838  |   |  |   | 34,169 
|Amortization expense                |  |                                     | 5,810   |                                   |   | 5,241   |  |   | 11,620  |   |  |   | 10,386 
|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        
|Income from operations              |  |                                     | 13,767  |                                   |   | 17,116  |  |   | 9,322   |   |  |   | 12,703 
|Interest expense                    |  |                                     | 5,060   |                                   |   | 4,907   |  |   | 10,098  |   |  |   | 9,870  
|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        
|Income (loss) before income taxes   |  |                                     | 8,707   |                                   |   | 12,209  |  |   | (776    | ) |  |   | 2,833  
|Income tax provision (benefit)      |  |                                     | 3,532   |                                   |   | 4,911   |  |   | (342    | ) |  |   | 1,161  
|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        
|Net income (loss)                   |  | $                                   | 5,175   |                                   | $ | 7,298   |  | $ | (434    | ) |  | $ | 1,672  
|                                    |  |                                     |         |                                   |   |         |  |   |         |   |  |   |        



The accompanying notes
and the notes to the Companys Audited Financial Statements are an integral part of the financial statements.



3



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)



|                                                                                            |  |                                   |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | For the six months ended June 30, |        
|                                                                                            |  | 2003                              |         |   | 2004 |  
|Cash flows from operating activities:                                                       |  |                                   |         |   |      |   |         |  
|Net income (loss)                                                                           |  | $                                 | (434    | ) |      | $ | 1,672   |  
|Adjustments to reconcile net income (loss) to net change in cash from operating activities: |  |                                   |         |   |      |   |         |  
|Depreciation                                                                                |  |                                   | 4,907   |   |      |   | 5,601   |  
|Amortization                                                                                |  |                                   | 11,620  |   |      |   | 10,386  |  
|Deferred taxes                                                                              |  |                                   | (2,100  | ) |      |   | (1,685  | )
|Provision for doubtful accounts                                                             |  |                                   | (616    | ) |      |   | (64     | )
|Loss (gain) on disposal of assets                                                           |  |                                   | (71     | ) |      |   | 1,050   |  
|Changes in operating assets and liabilities, net of businesses acquired                     |  |                                   | (12,970 | ) |      |   | (8,289  | )
|                                                                                            |  |                                   |         |   |      |   |         |  
|Net change in cash from operating activities                                                |  |                                   | 336     |   |      |   | 8,671   |  
|                                                                                            |  |                                   |         |   |      |   |         |  
|Cash flows from investing activities:                                                       |  |                                   |         |   |      |   |         |  
|Purchase of property and equipment                                                          |  |                                   | (8,247  | ) |      |   | (12,267 | )
|Cost of acquired businesses                                                                 |  |                                   |        |   |      |   | (4,820  | )
|Proceeds from sale of property and equipment                                                |  |                                   | 39      |   |      |   | 402     |  
|                                                                                            |  |                                   |         |   |      |   |         |  
|Net change in cash from investing activities                                                |  |                                   | (8,208  | ) |      |   | (16,685 | )
|                                                                                            |  |                                   |         |   |      |   |         |  
|Cash flows from financing activities:                                                       |  |                                   |         |   |      |   |         |  
|Transaction fees paid                                                                       |  |                                   | (323    | ) |      |   |        |  
|Distributions to Brickman Group Holdings, Inc.                                              |  |                                   |        |   |      |   | (5,580  | )
|Payments on long-term debt                                                                  |  |                                   | (1,904  | ) |      |   | (6,833  | )
|Proceeds from borrowings                                                                    |  |                                   | 4,000   |   |      |   | 5,500   |  
|                                                                                            |  |                                   |         |   |      |   |         |  
|Net change in cash from financing activities                                                |  |                                   | 1,773   |   |      |   | (6,913  | )
|                                                                                            |  |                                   |         |   |      |   |         |  
|Net change in cash                                                                          |  |                                   | (6,099  | ) |      |   | (14,927 | )
|                                                                                            |  |                                  
|Cash, beginning of period                                                                   |  | $                                 | 6,281   |   |      | $ | 15,929  |  
|                                                                                            |  |                                   |         |   |      |   |         |  
|Cash, end of period                                                                         |  | $                                 | 182     |   |      | $ | 1,002   |  
|                                                                                            |  |                                   |         |   |      |   |         |  



The accompanying notes
and the notes to the Companys Audited Financial Statements are an integral part of the financial statements.



4



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



1. Business:



The Brickman Group, Ltd.
(the Company) performs landscape maintenance, landscape construction and enhancement, and snow removal services for commercial customers in major metropolitan areas in 23 states throughout the United States. Landscape maintenance
services are generally provided under cancelable contracts ranging from 1 to 8 years in length. The Company provides these services to a diverse set of customers with one or more sites, including regional and national commercial, retail, and
industrial property owners, corporations, residential communities, schools and universities, hotels, hospitals, and governmental agencies. Services include grass mowing, planting and care of flower beds, tree and shrub pruning, bed edging,
controlling weed and pests, fertilizing, planting of grass, groundcovers, shrubs and trees, grading, and removing snow and ice.



2. Summary of Significant Accounting Policies:



Basis of Presentation:



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for
interim financial statements and on the same basis of presentation as the Companys annual financial statements. Accordingly, they do not include all information required by GAAP. All significant intercompany transactions and account balances
have been eliminated.



These financial statements have been
prepared by management, are unaudited, and should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys audited financial statements for the year ended December 31, 2001, the period from
January 1, 2002 to December 19, 2002, the period from December 20 to December 31, 2002, and the year ended December 31, 2003. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered
necessary for a fair presentation have been included. Due to the seasonality of the Companys business, the results for the interim periods are not necessarily indicative of the results for the year. Business seasonality results in higher
revenues during the second and third quarters as compared with the first and fourth quarters of the year, while the methods of accounting for fixed costs, such as depreciation and amortization, are not significantly impacted by business seasonality.



Use of Estimates:



The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, valuation of operating supplies, self-insurance reserves, purchase accounting
estimates, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may
differ from estimates.



5



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



Recent Accounting Pronouncements:



In December 2003,
the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46R, Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it
has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities,
which was issued in January 2003. The Company is required to apply FIN 46R to variable interests in variable interest entities (VIE) created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the
Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured
at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not
practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The Company believes it has no variable interest entities and, therefore, FIN 46R did not have an impact
on the Companys consolidated financial statements.



In
March 2004, the FASB issued an exposure draft proposal to amend FASB statements 123 and 95. The exposure draft covers a wide range of equity-based compensation arrangements. Under the FASBs proposal, all forms of share-based payments to
employees, including employee stock options, would be treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. The
FASB is expected to issue its final standard later in the year.



6



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



3. Accounts Receivable:



Components of accounts receivable are
as follows:



|                                |  |                   |        |   |               |   |        |  
|------------------------------- |  | ----------------- | ------ | - | ------------- | - | ------ | -
|                                |  | December 31, 2003 |        |   | June 30, 2004 |  
|Accounts receivable             |  | $                 | 40,333 |   |               | $ | 36,795 |  
|Allowance for doubtful accounts |  |                   | (2,230 | ) |               |   | (2,066 | )
|                                |  |                   |        |   |               |   |        |  
|Accounts receivable, net        |  | $                 | 38,103 |   |               | $ | 34,729 |  
|                                |  |                   |        |   |               |   |        |  



Accounts receivable amounts include
retention on incomplete projects that will be completed within one year. All other amounts are due currently.



4. Accrued Expenses:



Accrued expenses
consist of the following:



|                         |  |                   |        |               |   |       
|------------------------ |  | ----------------- | ------ | ------------- | - | ------
|                         |  | December 31, 2003 |        | June 30, 2004
|Payroll-related accruals |  | $                 | 8,515  |               | $ | 8,665 
|Insurance reserves       |  |                   | 6,479  |               |   | 7,399 
|Other accrued expenses   |  |                   | 6,376  |               |   | 7,193 
|                         |  |                   |        |               |   |       
|Total accrued expenses   |  | $                 | 21,370 |               | $ | 23,257
|                         |  |                   |        |               |   |       



5. Long-term Debt:



Long-term debt consists of the following:



|                                                                                    |  |                   |         |   |              |   |         |  
|----------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------ | - | ------- | -
|                                                                                    |  | December 31, 2003 |         |   | June 30,2004 |  
|11.75% Senior subordinated notes due 2009                                           |  | $                 | 150,000 |   |              | $ | 150,000 |  
|Senior bank facility, due 2008 bearing interest at rates of 4.59% and 4.87% in 2004 |  |                   | 45,000  |   |              |   | 38,335  |  
|                                                                                    |  |                   |         |   |              |   |         |  
|Total long-term debt                                                                |  | $                 | 195,000 |   |              | $ | 188,335 |  
|Less:                                                                               |  |                   |         |   |              |   |         |  
|Current portion                                                                     |  |                   | (5,000  | ) |              |   | (5,983  | )
|                                                                                    |  |                   |         |   |              |   |         |  
|Long-term debt, net                                                                 |  | $                 | 190,000 |   |              | $ | 182,352 |  
|                                                                                    |  |                   |         |   |              |   |         |  



7



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



As
of June 30 2004, there was $5,500 outstanding on the Companys revolving portion of the senior credit facility bearing interest at 5.75%. The term loan portion of the senior credit facility was fixed on LIBOR contracts maturing in September and
December of 2004 at rates of 4.59% and 4.87%.



In April 2004 the Companys
parent company, Brickman Group Holdings, Inc., borrowed $45.0 million from a group of lenders. The loan initially bears interest at 5.5% over LIBOR. Our parent company is a holding company and as such will rely on our cash flow to service this
obligation. In connection with this borrowing, the Company entered into an amendment of our senior credit facility. The amendment, among other things, i) permits our parent company to incur this indebtedness, ii) permits the Company to make
distributions with respect to equity securities to our parent company to service our parent companys indebtedness to the extent such distributions are permitted under the Companys Senior Subordinated Note Indenture, iii) provides that an
acceleration of obligations under our parent companys indebtedness not satisfied within 90 days of such acceleration constitutes an event of default under our senior credit facility, and iv) reduces the excess cash flow prepayment obligations
required under our senior credit facility. Principal is due on the note as follows: $2.0 million in 2004, $4.5 million in 2005, $5.5 million in 2006, $6.5 million in 2007, $7.5 million in 2008, and $19.0 million in 2009. The proceeds from our parent
companys indebtedness were used to redeem our parent companys Class L Common Stock, make a distribution to holders of our parent companys Class A Common Stock, and pay fees and expenses associated with the financing.



6. Stock-based Compensation:



The Company accounts for stock-based compensation in accordance with the recognition and
measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no compensation expense has been recognized for grants because the exercise price
of the options granted equaled the fair market value of the underlying stock on the dates of grants. Had the Company applied the fair market value based recognition and measurement provisions of FASB statement No. 123, as amended by FASB statement
148, to stock-based compensation, net income (loss) would have changed as follows:



|                                                                                                                               |  |                                    |       |   |                                  |   |       |      |  |   |      |   |  |   |       |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------- | ----- | - | -------------------------------- | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                                                                                                                               |  | For thethree months ended June 30, |       |   | For thesix months ended June 30, |  
|                                                                                                                               |  | 2003                               |       |   | 2004                             |   |       | 2003 |  |   | 2004 |  
|Net income (loss), as reported                                                                                                 |  | $                                  | 5,175 |   |                                  | $ | 7,298 |      |  | $ | (434 | ) |  | $ | 1,672 |  
|Deduct: Total stock-based compensation determined under the fair value based method for all grants, net of related tax effects |  |                                    | (44   | ) |                                  |   | (27   | )    |  |   | (45  | ) |  |   | (45   | )
|                                                                                                                               |  |                                    |       |   |                                  |   |       |      |  |   |      |   |  |   |       |  
|Pro forma net income                                                                                                           |  | $                                  | 5,131 |   |                                  | $ | 7,271 |      |  | $ | (479 | ) |  | $ | 1,627 |  
|                                                                                                                               |  |                                    |       |   |                                  |   |       |      |  |   |      |   |  |   |       |  



8



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



7. Supplemental Cash Flow Information:



|                           |  |                                  |       |      |   |      
|-------------------------- |  | -------------------------------- | ----- | ---- | - | -----
|                           |  | For the six monthsended June 30,
|                           |  | 2003                             |       | 2004
|Cash paid for interest     |  | $                                | 9,900 |      | $ | 9,865
|Cash paid for income taxes |  | $                                | 1,430 |      | $ | 3,296



Changes in operating assets and
liabilities are as follows:



|                     |  |                                   |         |   |      |   |         |  
|-------------------- |  | --------------------------------- | ------- | - | ---- | - | ------- | -
|                     |  | For the six months ended June 30, |        
|                     |  | 2003                              |         |   | 2004 |  
|Accounts receivable  |  | $                                 | (1,237  | ) |      | $ | 4,047   |  
|Unbilled revenue     |  |                                   | (13,715 | ) |      |   | (18,497 | )
|Other current assets |  |                                   | 534     |   |      |   | 1,262   |  
|Other assets         |  |                                   | (219    | ) |      |   | 35      |  
|Accounts payable     |  |                                   | (2,818  | ) |      |   | (1,031  | )
|Deferred revenue     |  |                                   | 2,487   |   |      |   | 4,043   |  
|Accrued interest     |  |                                   | 198     |   |      |   | 5       |  
|Accrued expenses     |  |                                   | 1,586   |   |      |   | 1,887   |  
|Other liabilities    |  |                                   | 214     |   |      |   | (40     | )
|                     |  |                                   |         |   |      |   |         |  
|Total                |  | $                                 | (12,970 | ) |      | $ | (8,289  | )
|                     |  |                                   |         |   |      |   |         |  



9



---

##### Table of Contents

THE BRICKMAN GROUP, LTD.

Notes to Financial Statements

(Unaudited)

(dollars in thousands)



8. Commitments and Contingencies:



Risk
Management: The Company carries general liability, vehicle collision and liability, workers compensation, professional liability, directors and officers liability, and employee health care insurance policies as well as umbrella
liability insurance to cover claims over the liability limits contained in the primary policies.



The Companys insurance programs for workers compensation, vehicle collision and liability, general liability and employee health care contain self-insured retention amounts. Claims in excess of the self-insured
retention amounts are insured at levels considered prudent by management. The Companys accrual for unpaid and incurred but not reported claims under these programs at June 30, 2004 was $7,399 and is included with accrued expenses in the
accompanying Balance Sheets in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. While the ultimate outcome of these claims is dependent on future developments, in managements opinion,
recorded accruals are adequate to cover these claims.



Other:
There are no other significant commitments or contingencies as of June 30, 2004 that have not already been disclosed.



10



---

##### Table of Contents

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



Note Regarding Forward-Looking Statements

The
Managements Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which we operate and our
managements beliefs and assumptions. Forward-looking statements in this report include, but are not limited to: (1) statements regarding our belief that our internal cash flows and borrowings under our credit facility will provide us
sufficient liquidity and capital resources and (2) statements regarding managements expectation that various items would not reasonably be expected to have a material adverse effect on our financial position, results of operations or cash
flows. We caution readers that all forward-looking statements are based on assumptions that we believe are reasonable, but are subject to a wide range of risks including, but not limited to, risks associated with the uncertainty of future financial
results, acquisitions and dispositions, additional financing requirements, increased labor costs, loss of customers, ability to manage growth, the seasonal demand for our services and varying weather conditions, the effect of competitive services on
pricing, reliance on key management personnel, the effect of changes in government regulations and immigration law, the outcome of legal proceedings and a variety of other factors. Due to these and other uncertainties, we cannot assure readers that
any forward-looking statements will prove to have been correct. All forward-looking statements are subject to the safe harbor protections created by the Private Securities Litigation Reform Act of 1995. For further information on these and other
risks, see the Risk Factors section of our S-4 Registration Statement filed June 11, 2003, as well as our other filings with the Securities and Exchange Commission. We assume no obligation to update publicly our forward-looking
statements, whether as a result of new information, future events or otherwise.



|Overview | 
|-------- | 



We are one of the largest providers of commercial landscape services in the United States, servicing over 9,000 commercial properties in 23 states. We were founded in 1939 and have been continually managed by members
of the Brickman family. We provide landscape maintenance services, including lawn care, flower bed planting and care, tree and shrub pruning, leaf removal, weed and pest control, irrigation system maintenance, fertilization and mulching, to a
diverse set of customers pursuant to maintenance contracts. The vast majority of our customers use our services at more than one property. Our customers include regional and national property owners and managers of office parks, hotels, corporate
facilities, retail centers, schools and universities, hospitals, professionally-managed residential properties and municipal facilities. We also provide snow removal services to our landscape maintenance customers in order to satisfy their needs and
to leverage our infrastructure during the winter months. In addition, we provide our customers with landscape design/build services, which enhance our technical capabilities and brand recognition.



We recognize contract revenue on a monthly basis in proportion to our costs
incurred compared to total expected costs. Each month, we divide the actual labor, material, and subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract.
The resulting ratio is multiplied by the total contract price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month.



11



---

##### Table of Contents

In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is accrued in
the period in which the loss is identified. The current asset (unbilled revenue) and the current liability (deferred revenue) result from differences between the timing of billings and the recognition of service revenues on uncompleted contracts.
Because our work has seasonal peaks (e.g., mulch, flowers, and intensive mowing in the spring, and flowers and intensive mowing in the early fall), on calendar contracts, billings generally exceed revenue until March and then revenue exceeds
billings until the completion of contracts at the end of the year.



Costs of services includes both direct costs that are charged to specific projects (e.g., labor and materials) and indirect costs that are not charged to specific projects (e.g., overtime, debris disposal, small tools, depreciation and
fuel) and are expensed as incurred. A large component of our costs is variable, the largest of which are labor and materials. Many of our contracts contain provisions allowing us to periodically adjust our pricing to reflect increases in these
costs.



General and administrative expenses are comprised of
salaries and related expenses, including benefits and bonuses, for non-field personnel. Other general and administrative expenses include rent, office expenses, professional fees, insurance and depreciation of leaseholds, computer hardware, software
licenses and office equipment.



Results of Operations



The following table for the three month and six month periods ended June
30, 2003 and 2004 depicts costs as a percentage of revenue.



|                                    |  |                                  |   |  |                                  |   |  |                               |    |  |                               |  
|----------------------------------- |  | -------------------------------- | - |  | -------------------------------- | - |  | ----------------------------- | -- |  | ----------------------------- | -
|                                    |  | Three Months Ended June 30, 2003 |   |  | Three Months Ended June 30, 2004 |   |  | Six Months EndedJune 30, 2003 |    |  | Six Months EndedJune 30, 2004 |  
|Net Service revenue                 |  | 100                              | % |  | 100                              | % |  | 100                           | %  |  | 100                           | %
|Cost of service                     |  | 66                               | % |  | 66                               | % |  | 71                            | %  |  | 70                            | %
|Gross profit                        |  | 34                               | % |  | 34                               | % |  | 29                            | %  |  | 30                            | %
|General and administrative expenses |  | 15                               | % |  | 16                               | % |  | 17                            | %  |  | 18                            | %
|Amortization                        |  | 5                                | % |  | 4                                | % |  | 6                             | %  |  | 5                             | %
|Income from operations              |  | 13                               | % |  | 14                               | % |  | 6                             | %  |  | 7                             | %
|Interest expense                    |  | 5                                | % |  | 4                                | % |  | 6                             | %  |  | 5                             | %
|Income (loss) before taxes          |  | 8                                | % |  | 10                               | % |  | (0                            | )% |  | 2                             | %
|Income tax provision (benefit)      |  | 3                                | % |  | 4                                | % |  | (0                            | )% |  | 1                             | %
|Net income (loss)                   |  | 5                                | % |  | 6                                | % |  | (0                            | )% |  | 1                             | %



Three Months Ended June 30, 2003
Compared to Three Months Ended June 30, 2004



Revenue. Revenue for the three months ended June 30, 2004 increased by $13.9 million, or 13.1%, to $119.8 million from $105.9 million for the same period in 2003. The increase was driven by a $12.9 million increase in landscape
maintenance revenue and a $2.4 million increase in design/build revenue offset in part by a $1.4 million decrease in snow revenues. Landscape



12



---

##### Table of Contents

maintenance revenue was the largest component of revenues, accounting for 91.6% of total revenue for the three months
ended June 30, 2004. The increase in maintenance revenues was the result of strong new maintenance sales and improved customer retention. The increase in design/build revenue reflected improved sales in this more cyclical service offering.



Gross profit. Gross profit for the three months ended
June 30, 2004 increased by $5.3 million, or 14.8%, to $41.2 million from $35.9 million for the same period in 2003. The increase in gross profit was the result of the additional landscape maintenance and design/build revenue described above and
improved margins from more favorable weather conditions than in 2003. Gross margin (gross profit as a percent of revenue) increased from 33.9% for the three month period ended June 30, 2003 to 34.4% for the three month period ended June 30, 2004.



General and administrative expenses. General and
administrative expenses for the three months ended June 30, 2004 increased $2.5 million, or 15.5%, to $18.9 million from $16.4 million for the same period in 2003. General and administrative expenses as a percentage of revenue increased to 15.8% for
the three months ended June 30, 2004 from 15.5% for the three months ended June 30, 2003. This increase included a write-off of $1.2 million in capitalized software licenses and development costs and system specific hardware associated with the
implementation of a new computer system that was discontinued in June 2004. The decision to discontinue implementation of the system was based on a reevaluation of the costs and benefits of implementation. In managements judgement, the
potential increased functionality promised by the new system was not worth the substantial execution risk and significant incremental recurring costs associated with the new system. Our existing system has proven to be extremely reliable over many
years and is customized to our business model. Without the write-off, administrative expenses would have increased 8.1%.



Amortization expense. Amortization expense decreased for the three months ended June 30, 2004 by $0.6 million to $5.2 million from $5.8 million for
the same period in 2003. Amortization expense relates to the customer contracts and relationships intangible asset established in connection with the December 2002 financing transaction and the February 2004 acquisition of two related landscape
companies. Customer contracts and relationships have estimated useful lives of 1 to 14 years.



Income from operations. Income from operations for the three months ended June 30, 2004 increased $3.3 million to $17.1 million from $13.8 million for the same period in 2003. Additional gross profit was
principally responsible for the increase.



Interest
expense. Interest expense for the three months ended June 30, 2004 decreased $0.2 million to $4.9 million from $5.1 million for the same period in 2003. Average debt outstanding in the second quarter of 2004 decreased to $191.8 million from
$201.4 million in the second quarter of 2003. The weighted average rate of interest on the borrowings increased to 10.2% for the three months ended June 30, 2004 from 10.1% for the same period in 2003.



Income taxes. An income tax provision was recorded for the three
months ended June 30, 2004 at an effective rate of 40%. The expected effective rate for the year ended December 31, 2004 is 41%. This provision brings the effective rate for the provision for the six months ended June 30, 2004 to 41%. This rate
differs from the federal statutory rate of 35% primarily due to state taxes.



Net income. Net income for the three months ended June 30, 2004 increased $2.1 million to $7.3 million from $5.2 million for the same period in 2003 primarily as a result of increased revenues and improved
production efficiencies.



13



---

##### Table of Contents

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2004



Revenue. Revenue for the six months ended June 30, 2004 increased by
$8.9 million, or 4.9%, to $190.2 million from $181.3 million for the same period in 2003. The increase was driven by a $19.1 million increase in landscape maintenance revenue, and a $2.8 million increase in design/build revenue, offset in part by a
$12.9 million decrease in snow removal revenue. Landscape maintenance revenue was the largest component accounting for 77.2% of total revenue for the six months ended June 30, 2004. The increase in maintenance revenues was the result of strong new
maintenance sales and improved customer retention. The increase in design/build revenue reflected improved sales in this more cyclical service offering. The decrease in snow removal revenues was primarily the result of more normal snowfall levels
this winter compared to last winter.



Gross profit.
Gross profit for the six months ended June 30, 2004 increased by $5.5 million, or 10.6%, to $57.3 million from $51.8 million for the same period in 2003. The increase in gross profit was the result of the additional landscape maintenance and
design/build volume described above. Gross margin increased from 28.6% for the six months ended June 30, 2003 to 30.1% for the same period in 2004. The increase was the result of a lower percentage of revenue from lower margin snow removal revenue
in 2004 or 15.1% as compared to 2003 or 23.0%. Additionally, in 2003, wet weather and persistent snowfall in many markets presented production and scheduling challenges for landscape maintenance activities.



General and administrative expenses. General and administrative
expenses for the six months ended June 30, 2004 increased $3.4 million or 10.8% to $34.2 million from $30.8 million for the same period in 2003. General and administrative expenses as a percentage of revenue increased to 18.0% for the six months
ended June 30, 2004 from 17.0% for the six months ended June 30, 2003. This increase included the $1.2 million computer system write-off described above.



Amortization expense. Amortization expense decreased for the six months ended June 30, 2004 by $1.2 million to $10.4 million from $11.6 million for
the same period in 2003. Amortization expense relates to the customer contracts and relationships intangible asset established in connection with the December 2002 financing transaction and the February 2004 acquisition of two related landscape
companies. Customer contracts and relationships have estimated useful lives of 1 to 14 years.



Income from operations. Income from operations for the six months ended June 30, 2004 increased $3.4 million to $12.7 million from $9.3 million for the same period in 2003. Additional gross profit was
principally responsible for the increase.



Interest
expense. Interest expense for the six months ended June 30, 2004 decreased $0.2 million to $9.9 million from $10.1 million for the same period in 2003. Average debt outstanding decreased to $194.9 million from $201.9 million as a result of
scheduled as well as voluntary prepayments of bank debt during the period. The weighted average rate of interest on the borrowings increased to 10.2% for the six months ended June 30, 2003 from 9.9% for the same period in 2003.



14



---

##### Table of Contents

Income taxes. An income tax provision was recorded for the six months ended June 30, 2004 at an
effective rate of 41%, the expected effective rate for the year ended December 31, 2003. This rate differs from the federal statutory rate of 35% primarily due to state taxes.



Net income(loss). The net income of $1.7 million for the six months ended June 30, 2004 represented an increase of
$2.1 million from a $(0.4) million net loss in the same period in 2003. This increase is primarily as a result of increased revenues and improved production efficiencies.



Liquidity and Capital Resources



We have historically used internal cash flow from operations and borrowings under our existing credit facility to fund our operations, capital
expenditures and working capital requirements. For the six month periods ended June 30, 2004 and 2003, cash provided by operating activities was $8.7 million and $0.3 million, respectively. The increase is primarily attributed to an improvement in
the collection of receivables and increased net income.



Our
capital expenditure requirements are primarily comprised of landscape equipment, trucks and trailers. Our capital expenditures were $12.3 million and $8.2 million, for the six months ended June 30, 2004 and 2003, respectively. The increase in
capital expenditures is attributable to strong new sales and the expansion of a program started in 2003 to reduce the replacement cycle for lawn mowing equipment from five years to two years. In addition to the forgoing capital expenditures, in the
six months ended June 30, 2004 we acquired two related landscape companies.



In the six months ended June 30, 2004, net cash used in financing activities was $6.9 million, primarily consisting of debt repayments of $6.8 million, including a voluntary prepayment of $5.0 million. In the six
months ended June 30, 2003, net cash provided by financing activities was $1.8 million, primarily consisting of an advance on the revolving credit line of $4.0 million and bank debt repayments of $1.9 million.



As of June 30, 2004, we had $5.5 million outstanding on the revolving portion
of our senior credit facility and the term loan portion of our senior credit facility was fixed on 90-day and 180-day LIBOR contracts, expiring in September and December of 2004 at rates of 4.59% and 4.87%, respectively. As of June 30, 2004,
availability on the revolving credit facility, after deducting outstanding letters of credit, was $20.1 million.



On April 16, 2004, our parent company, Brickman Group Holdings, Inc., borrowed $45.0 million from a group of lenders. The loan initially bears interest at
5.5% over LIBOR, which interest rate is subject to reduction based on our consolidated leverage ratio, and amortizes through November 2009. Our parent company is a holding company and as such will rely on our cash flow to service this obligation. In
connection with this borrowing, we entered into an amendment of our senior credit facility. The amendment, among other things, i) permits our parent company to incur this indebtedness, ii) permits us to make distributions with respect to equity
securities to our parent company to service our parent companys indebtedness to the extent such distributions are permitted under our Senior Subordinated Note Indenture, iii) provides that an acceleration of obligations under our parent
companys indebtedness not satisfied within 90 days of such acceleration constitutes an event of default under our senior credit facility, and iv) reduces the excess cash flow prepayment obligations required under our



15



---

##### Table of Contents

senior credit facility. Principal is due on the note as follows: $2.0 million in 2004, $4.5 million in 2005, $5.5 million
in 2006, $6.5 million in 2007, $7.5 million in 2008, and $19.0 million in 2009. The proceeds from our parent companys indebtedness were used to redeem our parent companys Class L Common Stock, make a distribution to holders of our parent
companys Class A Common Stock, and pay fees and expenses associated with the financing.



We believe that our internal cash flows and borrowings under the revolving portion of our credit facility will provide us with sufficient liquidity and capital resources to meet our current and future financial
obligations for the next twelve months, including funding our operations, debt service and capital expenditures and making distributions to our parent company to enable it to meet its obligations under its loan described above. Our future operating
performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If our future cash flow from operations and other capital resources are insufficient to pay our obligations
as they may mature or to fund our liquidity needs, including making distributions to our parent company, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or
restructure or refinance all or a portion of our debt, including our senior subordinated notes, on or before maturity. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if
at all. In addition, the terms of our existing and future indebtedness, including our senior subordinated notes and our senior credit facility, may limit our ability to pursue any of these alternatives.



Seasonality



Our landscape business is seasonal. Losses generally occur in the first quarter since, in most markets, there is very little
landscape revenue to be recognized, but fixed overheads (e.g., management and supervisory salaries and benefits, rent, depreciation) continue.



Effect of Inflation



Inflation has generally not been a material factor affecting our business. Our general operating expenses, such as wages and salaries, employee benefits
and materials and facilities costs, are subject to normal inflationary pressures.



Critical Accounting Policies



Certain
of our accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate estimates and assumptions for calculating amounts to record in our financial statements. Actual results could
differ from those estimates and assumptions, impacting the reported results of operations and our financial position. Our significant accounting policies are more fully described in the notes to the 2003 Form 10-K. Certain accounting policies,
however, are considered to be critical in that they are most important to the depiction of our financial condition and results of operations and their application requires managements most subjective judgment in making estimates about the
effect of matters that are inherently uncertain.



Goodwill:
Goodwill, representing the excess of the cost over the net tangible and identifiable assets acquired in business combinations, is stated at cost. Goodwill and intangibles with indefinite lives are not amortized but tested for impairment no less
frequently than annually. Impairment is measured by comparing the carrying value to fair value using quoted market prices, a discounted cash flow model, or a combination of both.



16



---

##### Table of Contents

Impairment or Disposal of Long-lived Assets: In the event that facts and circumstances indicate that the
carrying value of long-lived assets, primarily property and equipment and certain identifiable intangible assets with defined lives, may be impaired, we perform a recoverability evaluation. If the evaluation indicates that the carrying amount of the
asset is not recoverable from the undiscounted cash flows related to the asset, an impairment loss is recorded for the difference between the carrying amount of the asset and its fair value.



Service Revenues: We perform landscape maintenance, landscape construction
and enhancement, and snow removal services. Revenue is recognized based upon the service provided and the contract terms.



Landscape maintenance:



Landscape maintenance services are generally provided under annual contracts. Revenue for these services is recognized as follows: each
month, we divide the actual labor, material, and subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the contract
price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is
accrued in the period in which the loss is identified.



Landscape construction and enhancement:



Landscape construction and enhancement services are generally provided under contracts of less than one year. Revenue for these services is recognized as follows: each month, we divide the actual labor, material, and
subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the total contract price and the difference between this
product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is accrued in the period in which the
loss is identified.



Snow Removal:



Snow removal services are generally provided under time and
material contracts. Revenue for these services is recognized in the period in which the services are performed.



The current asset, unbilled revenue, and the current liability, deferred revenue, result from differences between the timing of billings and the
recognition of service revenues on uncompleted contracts.



Risk Management: We carry general liability, vehicle collision and liability, workers compensation, professional liability, directors and officers liability, and employee health care insurance policies as well as umbrella
liability insurance to cover claims over the liability limits contained in the primary policies.



17



---

##### Table of Contents

Our insurance programs for general liability, vehicle collision and liability, workers compensation and
employee health care contain self-insured retention amounts. Claims in excess of the self-insurance retention amounts are insured at levels considered reasonable by management. Our accrual for unpaid and incurred but not reported claims under these
programs at December 31, 2003 and June 30, 2004 was $6.5 million and $7.4 million, respectively and is included in accrued expenses in the accompanying Balance Sheet in accordance with Statement of Financial Accounting Standards No. 5,
Accounting for Contingencies. While the ultimate amount of these claims is dependent on future developments, in managements opinion recorded accruals are adequate to cover these claims.



Recent Accounting Pronouncements:



In December 2003, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation (FIN) No. 46R, Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an
entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. The Company
is required to apply FIN 46R to variable interests in variable interest entities (VIE) created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on
January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference
between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first
applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The Company believes it has no variable interest entities and, therefore, FIN 46R did not have an impact on the Companys consolidated financial
statements.



In March 2004, the FASB issued an exposure draft
proposal to amend FASB statements 123 and 95. The exposure draft covers a wide range of equity-based compensation arrangements. Under the Boards proposal, all forms of share-based payments to employees, including employee stock options, would
be treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. The FASB is expected to issue its final standard later
in the year.



18



---

##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



As of June 30, 2004, there were no changes with regard to market risk that would require further quantitative or qualitative disclosure. For our quantitative and qualitative disclosures about market risk, refer to
Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K filed March 30, 2004.



ITEM 4. CONTROLS AND PROCEDURES



As of
the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that, as of
the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic SEC reports is recorded, processed, summarized, and reported as and when required.
There have been no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



19



---

##### Table of Contents

PART II.



OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



We are from
time to time a party to litigation arising in the normal course of business. Generally, such litigation involves claims for personal injury and property damage incurred in connection with operations. We are not currently involved in any litigation
that we believe is likely to have a material adverse effect on our financial condition, results of operations or cash flows.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



None.



20



---

##### Table of Contents

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) | Exhibits:
| | --- | ---------



|        |  |                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                                                                                                                             
|10.19*  |  | Amendment to Credit Agreement dated as of April 16, 2004 among The Brickman Group, Ltd. and Antares Capital Corporation, as Administrative Agent and General Electric Capital Corporation as
Syndication Agent and LaSalle Bank National Association as Documentation Agent and Harris Trust and Saving Bank as Co-Agent
|        | 
|10.20*  |  | Credit Agreement dated as of April 16, 2004 by and among Brickman Group Holdings, Inc. as Borrower, Antares Capital Corporation for itself and as Agent for all Lenders and the other financial
institutions party hereto as Lenders                                                                                    
|        | 
|10.21** |  | Amended and Restated Employment Agreement, dated April 12, 2004, between The Brickman Group, Ltd, Brickman Group Holdings, Inc. and Scott Brickman                                                                                                                                                                      
|        | 
|31.1    |  | Certification by Charles B. Silcox, Chief Financial Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                                                                                                                                                              
|        | 
|31.2    |  | Certification by Scott W. Brickman, Chief Executive Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                                                                                                                                                              
|        | 
|32.1    |  | Certification by Charles B. Silcox, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of
2002.                                                                                                                    
|        | 
|32.2    |  | Certification by Scott W. Brickman, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of
2002.                                                                                                                    

---

|* | Incorporated by reference to the Exhibit of the same number filed with The Brickman Group, Ltd.s Current Report on Form 8-K/A filed April 20, 2004
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Exhibit of the same number filed with The Brickman Group, Ltd.s Quarterly Report on Form 10-Q filed May 11, 2004
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K:
| | --- | --------------------



Form 8-K, Item 5 and Item 7, filed on April 19, 2004 and as amended April 20, 2004 regarding the amendment of The Brickman Group, Ltd.s senior
credit agreement with Antares Capital Corporation and other lenders.



Form 8-K, Item 12, filed on May 7, 2004 regarding The Brickman Group, Ltd.s earnings press release for the first quarter ended March 31, 2004



21



---

##### Table of Contents

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 duly authorized officer.



|                      |  |                                                     
|--------------------- |  | ----------------------------------------------------
|                      |  | The Brickman Group, Ltd. (Registrant)               
|                      | 
|Date: August 12, 2004 |  |                                                     
|                      | 
|                      |  | /s/ Charles B. Silcox                               
|                      |  | Name: Charles B. Silcox                             
|                      |  | Title: Chief Financial Officer                      
|                      |  | Principal Financial and Principal Accounting
Officer



22