##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q



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



For the
quarterly period ended March 31, 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



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THE BRICKMAN GROUP, LTD.

(Exact name of registrant as specified in its
charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|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)



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

None



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

None



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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 registrant is a wholly owned subsidiary of Brickman Group Holdings, Inc. None of its, or Brickman Group Holdings, Inc.s, common equity is publicly traded.



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##### Table of Contents

TABLE OF CONTENTS



|                                                                                              |  |    
|--------------------------------------------------------------------------------------------- |  | ---
|PART I.
FINANCIAL INFORMATION                                                                 |  | 2  
|                                                                                              | 
|Item 1.
Financial Statements                                                                  |  | 2-8
|                                                                                              | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 9  
|                                                                                              | 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                            |  | 14 
|                                                                                              | 
|Item 4.
Controls and Procedures                                                               |  | 14 
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  | 15 
|                                                                                              | 
|Item 1.
Legal Proceedings                                                                     |  | 15 
|                                                                                              | 
|Item 2.
Changes in Securities and Use of Proceeds                                             |  | 15 
|                                                                                              | 
|Item 3.
Defaults Upon Senior Securities                                                       |  | 15 
|                                                                                              | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 15 
|                                                                                              | 
|Item 5.
Other Information                                                                     |  | 15 
|                                                                                              | 
|Item 6.
Exhibits and Reports on Form 8-K                                                      |  | 15 
|                                                                                              | 
|SIGNATURES                                                                                    |  | 16 



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##### Table of Contents

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



THE
BRICKMAN GROUP, LTD.

BALANCE SHEETS

(dollars in thousands except for share data)



|                                                                                                         |  |                  |          |   |                          |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------------------ | - | -------- | -
|                                                                                                         |  | December 31,2003 |          |   | (Unaudited)March 31,2004 |  
|ASSETS                                                                                                   |  |                  |          |   |                          |   |          |  
|Current assets:                                                                                          |  |                  |          |   |                          |   |          |  
|Cash and cash equivalents                                                                                |  | $                | 15,929   |   |                          | $ | 15,698   |  
|Accounts receivable, net of allowance for doubtful accounts                                              |  |                  | 38,103   |   |                          |   | 25,633   |  
|Unbilled revenue                                                                                         |  |                  | 3,116    |   |                          |   | 9,257    |  
|Deferred tax asset                                                                                       |  |                  | 6,449    |   |                          |   | 6,569    |  
|Other current assets                                                                                     |  |                  | 2,214    |   |                          |   | 4,872    |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total current assets                                                                                     |  |                  | 65,811   |   |                          |   | 62,029   |  
|Property and equipment, net of accumulated depreciation                                                  |  |                  | 26,130   |   |                          |   | 27,846   |  
|Deferred tax asset                                                                                       |  |                  | 452      |   |                          |   | 1,232    |  
|Deferred charges, net of accumulated amortization                                                        |  |                  | 8,272    |   |                          |   | 7,895    |  
|Intangible assets, net of accumulated amortization                                                       |  |                  | 97,970   |   |                          |   | 97,187   |  
|Goodwill                                                                                                 |  |                  | 32,663   |   |                          |   | 32,663   |  
|Restricted investments and other assets                                                                  |  |                  | 1,015    |   |                          |   | 1,054    |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total                                                                                                    |  | $                | 232,313  |   |                          | $ | 229,906  |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                           |  |                  |          |   |                          |   |          |  
|Current liabilities:                                                                                     |  |                  |          |   |                          |   |          |  
|Accounts payable                                                                                         |  | $                | 10,677   |   |                          | $ | 8,694    |  
|Deferred revenue                                                                                         |  |                  | 2,686    |   |                          |   | 11,494   |  
|Capital lease obligation - current portion                                                               |  |                  | 307      |   |                          |   | 424      |  
|Long-term debt - current portion                                                                         |  |                  | 5,000    |   |                          |   | 6,000    |  
|Accrued interest                                                                                         |  |                  | 734      |   |                          |   | 5,140    |  
|Accrued expenses                                                                                         |  |                  | 21,370   |   |                          |   | 19,910   |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total current liabilities                                                                                |  |                  | 40,774   |   |                          |   | 51,662   |  
|Long-term debt and other liabilities                                                                     |  |                  |          |   |                          |   |          |  
|Capital lease obligation                                                                                 |  |                  | 215      |   |                          |   | 15       |  
|Long-term debt                                                                                           |  |                  | 190,000  |   |                          |   | 183,000  |  
|Deferred tax liability                                                                                   |  |                  |         |   |                          |   |         |  
|Other liabilities                                                                                        |  |                  | 804      |   |                          |   | 840      |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total liabilities                                                                                        |  |                  | 231,793  |   |                          |   | 235,517  |  
|                                                                                                         |  |                  |          |   |                          |   |          |  
|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  |   |                          |   | 191,009  |  
|Accumulated deficit                                                                                      |  |                  |         |   |                          |   | (5,626   | )
|Continuing shareholders basis adjustment                                                                |  |                  | (191,000 | ) |                          |   | (191,000 | )
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total shareholders equity (deficit)                                                                     |  |                  | 520      |   |                          |   | (5,611   | )
|                                                                                                         |  |                  |          |   |                          |   |          |  
|Total liabilities and shareholders equity (deficit)                                                     |  | $                | 232,313  |   |                          | $ | 229,906  |  
|                                                                                                         |  |                  |          |   |                          |   |          |  



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



2



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THE BRICKMAN GROUP, LTD.

STATEMENTS OF OPERATIONS

(unaudited)

(dollars in thousands)



|                                    |  |                                     |        |   |      |   |        |  
|----------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                    |  | For the three monthsended March 31, |       
|                                    |  | 2003                                |        |   | 2004 |  
|Net service revenues                |  | $                                   | 75,417 |   |      | $ | 70,399 |  
|Cost of services provided           |  |                                     | 59,577 |   |      |   | 54,390 |  
|                                    |  |                                     |        |   |      |   |        |  
|Gross profit                        |  |                                     | 15,840 |   |      |   | 16,009 |  
|General and administrative expenses |  |                                     | 14,475 |   |      |   | 15,277 |  
|Amortization expense                |  |                                     | 5,810  |   |      |   | 5,145  |  
|                                    |  |                                     |        |   |      |   |        |  
|Loss from operations                |  |                                     | (4,445 | ) |      |   | (4,413 | )
|Interest expense                    |  |                                     | 5,038  |   |      |   | 4,963  |  
|                                    |  |                                     |        |   |      |   |        |  
|Loss before income taxes            |  |                                     | (9,483 | ) |      |   | (9,376 | )
|Income tax benefit                  |  |                                     | (3,874 | ) |      |   | (3,750 | )
|                                    |  |                                     |        |   |      |   |        |  
|Net loss                            |  | $                                   | (5,609 | ) |      | $ | (5,626 | )
|                                    |  |                                     |        |   |      |   |        |  



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



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THE BRICKMAN GROUP, LTD.

STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)



|                                                                                   |  |                                     |        |   |      |   |        |  
|---------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                   |  | For the three monthsended March 31, |       
|                                                                                   |  | 2003                                |        |   | 2004 |  
|Cash flows from operating activities:                                              |  |                                     |        |   |      |   |        |  
|Net loss                                                                           |  | $                                   | (5,609 | ) |      | $ | (5,626 | )
|Adjustments to reconcile net loss to net change in cash from operating activities: |  |                                     |        |   |      |   |        |  
|Depreciation                                                                       |  |                                     | 2,355  |   |      |   | 2,578  |  
|Amortization                                                                       |  |                                     | 5,810  |   |      |   | 5,145  |  
|Deferred taxes                                                                     |  |                                     | (1,050 | ) |      |   | (900   | )
|Provision for doubtful accounts                                                    |  |                                     | 685    |   |      |   | 100    |  
|Loss (gain) on disposal of assets                                                  |  |                                     | (22    | ) |      |   | 38     |  
|Changes in operating assets and liabilities, net of businesses acquired            |  |                                     | 3,316  |   |      |   | 13,628 |  
|                                                                                   |  |                                     |        |   |      |   |        |  
|Net change in cash from operating activities                                       |  |                                     | 5,485  |   |      |   | 14,963 |  
|                                                                                   |  |                                     |        |   |      |   |        |  
|Cash flows from investing activities:                                              |  |                                     |        |   |      |   |        |  
|Purchase of property and equipment                                                 |  |                                     | (3,660 | ) |      |   | (4,081 | )
|Cost of acquired businesses                                                        |  |                                     |       |   |      |   | (4,809 | )
|Proceeds from sale of property and equipment                                       |  |                                     | 14     |   |      |   | 224    |  
|                                                                                   |  |                                     |        |   |      |   |        |  
|Net change in cash from investing activities                                       |  |                                     | (3,646 | ) |      |   | (8,666 | )
|                                                                                   |  |                                     |        |   |      |   |        |  
|Cash flows from financing activities:                                              |  |                                     |        |   |      |   |        |  
|Transaction fees paid                                                              |  |                                     | (81    | ) |      |   |       |  
|Redemption of common stock                                                         |  |                                     |       |   |      |   | (445   | )
|Payments on long-term debt                                                         |  |                                     | (1,076 | ) |      |   | (6,083 | )
|                                                                                   |  |                                     |        |   |      |   |        |  
|Net change in cash from financing activities                                       |  |                                     | (1,157 | ) |      |   | (6,528 | )
|                                                                                   |  |                                     |        |   |      |   |        |  
|Net change in cash                                                                 |  |                                     | 682    |   |      |   | (231   | )
|Cash, beginning of period                                                          |  | $                                   | 6,281  |   |      | $ | 15,929 |  
|                                                                                   |  |                                     |        |   |      |   |        |  
|Cash, end of period                                                                |  | $                                   | 6,963  |   |      | $ | 15,698 |  
|                                                                                   |  |                                     |        |   |      |   |        |  



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



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THE BRICKMAN GROUP, LTD.

Notes to the 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 weeds 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.



These financial statements have been
prepared by management, are unaudited, and should be read in conjunction with the financial statements and notes thereto included in the Companys audited financial statements for the year ended December 31, 2001 and the period from January 1,
2002 to December 19, 2002, and 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 reported 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.



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



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THE BRICKMAN GROUP, LTD.

Notes to the Financial Statements

(Unaudited)

(dollars in thousands)



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.



3. Accounts Receivable:



Components of accounts receivable are as follows:



|                                |  |                  |        |   |               |   |        |  
|------------------------------- |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                |  | December 31,2003 |        |   | March 31,2004 |  
|Accounts receivable             |  | $                | 40,333 |   |               | $ | 27,963 |  
|Allowance for doubtful accounts |  |                  | (2,230 | ) |               |   | (2,330 | )
|                                |  |                  |        |   |               |   |        |  
|Accounts receivable, net        |  | $                | 38,103 |   |               | $ | 25,633 |  
|                                |  |                  |        |   |               |   |        |  



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 |        | March 31,2004
|Payroll-related accruals |  | $                | 8,515  |               | $ | 8,992 
|Insurance reserves       |  |                  | 6,479  |               |   | 6,457 
|Other accrued expenses   |  |                  | 6,376  |               |   | 4,461 
|                         |  |                  |        |               |   |       
|Total accrued expenses   |  | $                | 21,370 |               | $ | 19,910
|                         |  |                  |        |               |   |       



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THE BRICKMAN GROUP, LTD.

Notes to the Financial Statements

(Unaudited)

(dollars in thousands)



5. Long-term Debt:



Long-term debt consists of the following:



|                                                                |  |                  |         |   |               |   |         |  
|--------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                |  | December 31,2003 |         |   | March 31,2004 |  
|11.75% Senior subordinated notes due 2009                       |  | $                | 150,000 |   |               | $ | 150,000 |  
|Senior bank facility, due 2008 bearing interest at 4.2% in 2004 |  |                  | 45,000  |   |               |   | 39,000  |  
|                                                                |  |                  |         |   |               |   |         |  
|Total long-term debt                                            |  | $                | 195,000 |   |               | $ | 189,000 |  
|Less:                                                           |  |                  |         |   |               |   |         |  
|Current portion                                                 |  |                  | (5,000  | ) |               |   | (6,000  | )
|                                                                |  |                  |         |   |               |   |         |  
|Long-term debt, net                                             |  | $                | 190,000 |   |               | $ | 183,000 |  
|                                                                |  |                  |         |   |               |   |         |  



As of March 31, 2004, there was no
balance outstanding on the Companys revolving credit facility and the senior bank facility was fixed on a 180-day LIBOR contract, as allowed in accordance with our credit agreement, expiring in June with a rate of 4.2%.



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 SFAS No. 123 to stock-based compensation, net loss
would have increased as follows:



|                                                                                                                               |  |                                           |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                               |  | For the three month periodended March 31, |       
|                                                                                                                               |  | 2003                                      |        |   | 2004 |  
|Net loss, as reported                                                                                                          |  | $                                         | (5,609 | ) |      | $ | (5,626 | )
|Deduct: Total stock-based compensation determined under the fair value based method for all grants, net of related tax effects |  |                                           | (1     | ) |      |   | (18    | )
|                                                                                                                               |  |                                           |        |   |      |   |        |  
|Pro forma net loss                                                                                                             |  | $                                         | (5,610 | ) |      | $ | (5,644 | )
|                                                                                                                               |  |                                           |        |   |      |   |        |  



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THE BRICKMAN GROUP, LTD.

Notes to the Financial Statements

(Unaudited)

(dollars in thousands)



7. Supplemental Cash Flow Information:



|                           |  |                                     |       |      |   |      
|-------------------------- |  | ----------------------------------- | ----- | ---- | - | -----
|                           |  | For the three monthsended March 31,
|                           |  | 2003                                |       | 2004
|Cash paid for interest     |  | $                                   | 728   |      | $ | 557  
|Cash paid for income taxes |  | $                                   | 1,015 |      | $ | 2,717



Changes in operating assets and
liabilities are as follows:



|                     |  |                                     |        |   |      |   |        |  
|-------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                     |  | For the three monthsended March 31, |       
|                     |  | 2003                                |        |   | 2004 |  
|Accounts receivable  |  | $                                   | (1,767 | ) |      | $ | 12,979 |  
|Unbilled revenue     |  |                                     | (3,474 | ) |      |   | (6,140 | )
|Other current assets |  |                                     | 90     |   |      |   | (2,631 | )
|Accounts payable     |  |                                     | (2,424 | ) |      |   | (2,220 | )
|Deferred revenue     |  |                                     | 6,867  |   |      |   | 8,757  |  
|Accrued interest     |  |                                     | 4,310  |   |      |   | 4,406  |  
|Accrued expenses     |  |                                     | (326   | ) |      |   | (1,559 | )
|Other liabilities    |  |                                     | 40     |   |      |   | 36     |  
|                     |  |                                     |        |   |      |   |        |  
|Total                |  | $                                   | 3,316  |   |      | $ | 13,628 |  
|                     |  |                                     |        |   |      |   |        |  



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 December 31, 2003 and March 31, 2004 was $6,479 and $6,457, respectively, and is included with accrued expenses in the accompanying Balance Sheet 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.



The credit agreement for the Companys senior bank
facility was amended in April 2004 in connection with the issuance of a $45 million note by the Companys parent company, Brickman Group Holdings, Inc. (Holdings). Under the amendment, an acceleration of obligations under
Holdings note that are not satisfied within 90 days of such acceleration constitutes an event of default under the Companys senior credit facility. The note initially bears interest at 5.5% over LIBOR, which rate of interest is subject
to reduction based on Holdings consolidated leverage ratio. 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.
Holdings is a holding company and, as such, relies upon the Company to satisfy its obligations. The Companys ability to fund Holdings obligations depends upon the Companys cash flow and the restrictions on payments from the Company
to Holdings contained in the Companys credit agreement and subordinated note indenture.



Other: There are no other significant guarantees, commitments or contingencies as of March 31, 2004 that have not already been disclosed.



9. Acquisition:



In February 2004, the Company purchased substantially all of the assets of two related companies engaged in the landscape business in Columbus, Ohio. Net tangible assets
acquired were $0.8 million and the balance of the purchase price was assigned to customer contracts and relationships. These intangible assets are being amortized over 14 years, the expected duration of these intangibles.



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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 maintenance 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 our landscape maintenance services, including lawn care, flower bed planting and care, tree and shrub pruning, leaf removal, weed and
pest control, irrigation 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. 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.



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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 periods ended March 31, 2003 and
2004 depicts costs as a percentage of revenue.



|                                    |  |                              |   |  |      |  
|----------------------------------- |  | ---------------------------- | - |  | ---- | -
|                                    |  | Three Months Ended March 31, |  
|                                    |  | 2003                         |   |  | 2004 |  
|Net service revenue                 |  | 100                          | % |  | 100  | %
|Cost of service                     |  | 79                           | % |  | 77   | %
|Gross profit                        |  | 21                           | % |  | 23   | %
|General and administrative expenses |  | 19                           | % |  | 22   | %
|Amortization                        |  | 8                            | % |  | 7    | %
|Income from operations              |  | -6                           | % |  | -6   | %
|Interest expense                    |  | 7                            | % |  | 7    | %
|Income before taxes                 |  | -13                          | % |  | -13  | %
|Income tax provision                |  | -5                           | % |  | -5   | %
|Net income                          |  | -7                           | % |  | -8   | %



Three Months Ended March 31,
2003 Compared to Three Months Ended March 31, 2004



Revenue.Revenue for the three months ended March 31, 2004 decreased by $5.0 million, or 6.7%, to $70.4 million from $75.4 million for the same period in 2003. The decrease was driven by an $11.5 million decrease in snow removal
revenue offset by a $6.2 million increase in landscape maintenance services revenue and a $0.3 million increase in design build services revenue. The decrease in snow removal revenue was primarily the result of more normalized snowfall amounts this
winter compared to last winter. Landscape maintenance revenue was the largest component accounting for 52.6% of total revenue for the three months ended March 31, 2004. The increase in maintenance revenues was the result of new contract sales and
weather conditions that allowed landscape operations to begin sooner than in 2003.



Gross profit.Gross profit for the three months ended March 31, 2004 increased by $0.2 million, or 1.1%, to $16.0 million from $15.8 million for the same period in 2003. The increase in gross profit resulted
from increased profit from landscape maintenance activities which were offset by the decrease in profit from snow removal activities. Gross margin (gross profit as a percent of revenue) increased to 22.7% for the three months ended March 31, 2004
from 21.0% for the same period in 2003. The increase was the result of a greater percentage of revenue from higher margin landscape maintenance revenue in 2004 (52.6 %) as compared to 2003 (40.9%) when wet weather and snowfall in many markets
presented production and scheduling challenges for landscape maintenance activities.



General and administrative expenses.General and administrative expenses for the three months ended March 31, 2004 increased 5.5% to $15.3 million from $14.5 million for the same period in 2003. General and
administrative expenses as a percentage of revenue increased to 21.7% for the three months ended March 31, 2004 from 19.2% for the three months ended March 31, 2003. This increase is the result of the decrease in revenue from snow removal
activities in the period and staffing for growth in our landscape business.



Amortization expense. Amortization expense decreased for the three months ended March 31, 2004 by $0.7 million to $5.1 million from $5.8 million for the same period in 2003. Amortization expense relates to the
customer contracts and relationships intangible asset. Customer contracts and relationships have estimated useful lives of 1 to 14 years.



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Loss from operations.Loss from operations was $4.4 million for the three month periods ended
March 31, in both 2004 and 2003.



Interest expense.Interest expense was $5.0 million for both the three months ended March 31, 2004 and 2003. Average debt outstanding decreased to $192.5 million from $200.3 million. The weighted average rate of interest on the borrowings increased to 10.2% for
the three months ended March 31, 2004 from 9.9% for the same period in 2003.



Income taxes. An income tax benefit was recorded for the three months ended March 31, 2004 at an effective rate of 40.0%. The expected effective rate for the year ended December 31, 2004 is 40.0%. This rate
differs from the federal statutory rate of 35% primarily due to state taxes. We expect to generate taxable income for the year ended December 31, 2004 and therefore believe the recoverability of the benefit recorded is probable.



Net loss. Net loss was $5.6 million for the three month periods ended
March 31 in both 2004 and 2003.



Three Months Ended March 31, 2002
Compared to Three Months Ended March 31, 2003



Revenue.Revenue for the three months ended March 31, 2003 increased by $27.8 million, or 58.3%, to $75.4 million from $47.6 million for the same period in 2002. The increase was driven by a $29.8 million increase in snow removal
revenue offset by a $1.4 million decrease in landscape maintenance revenue and a $0.6 million decrease in design/build revenue. Snow removal revenue was the largest component accounting for 53.2% of total revenue for the three months ended March 31,
2003. The increase in snow removal revenues was a result of greater snowfall amounts in many of our seasonal markets in 2003, combined with an increased penetration of this service offering with existing and new maintenance customers. The declines
in both maintenance and in design/build revenues were the result of weather-related delays in commencing operations principally in the markets that experienced heavy snowfalls.



Gross profit.Gross profit for the three months ended March 31, 2003 increased by $5.3 million, or 49.6%, to $15.8
million from $10.6 million for the same period in 2002. The increase in gross profit was the result of the additional snow volume described above. Gross margin decreased slightly to 21.0% for the three months ended March 31, 2003 from 22.2% for the
same period in 2002. This decline was the result of a sharp increase in subcontractor costs related to increased snow removal activity and the continuation of fixed landscaping costs (e.g., depreciation, vehicle insurance) despite the
weather-related delay in landscape activity.



General
and administrative expenses.General and administrative expenses for the three months ended March 31, 2003 increased 17.8% to $14.5 million from $12.3 million for the same period in 2003. General and administrative expenses as a percentage of
revenue decreased to 19.2% for the three months ended March 31, 2003 from 25.8% for the three months ended March 31, 2002. This decline is the result of the large increase in revenue in the period, principally from snow removal activities,
compared to the significantly smaller increase in general and administrative expenses.



Amortization expense. Amortization expense increased for the three months ended March 31, 2003 by $5.3 million to $5.8 million from $0.5 million for the same period in 2002. Amortization of goodwill associated
with the 1998 business combination was discontinued in 2003 with the adoption of Statement of Accounting Standards No. 142, Goodwill and Other Intangible Assets. Amortization expense in 2003 relates to the customer contracts and
relationships intangible asset established in connection with the 2002 recapitalization transaction. Customer contracts and relationships have estimated useful lives of 1 to 14 years.



Income from operations.Income from operations for the three months ended March 31, 2003 increased $2.2 million to
$4.4 million from $2.2 million for the same period in 2002. Additional amortization expense described above was the primary reason for the increased loss.



Interest expense.Interest expense for the three months ended March 31, 2003 increased $3.8 million to $5.0 million from $1.2 million for the same
period in 2002. Average debt outstanding increased to $200.3 million from $104.0 million as a result of our 2002 recapitalization transaction. The weighted average rate of interest on the borrowings increased to 9.9% for the three months ended March
31, 2003 from 6.0% for the same period in 2002 as a result of our 2002 recapitalization transaction.



Income taxes. An income tax benefit was recorded for the three months ended March 31, 2003 at an effective rate of 40.9%, 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. We generated taxable income for the year ended December 31, 2003 and therefore we recovered the benefit recorded.



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Net loss. Net loss for the three months ended March 31, 2003 increased $3.7 million to $5.6
million from $1.9 million for the same period in 2002 and primarily resulted from the increase in amortization and interest expense noted above.



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 three month periods ended March 31, 2003 and 2004, cash provided by operating activities was $5.5 million and $15.0 million, respectively. The increase is primarily attributed to an improvement
in the collection of receivables.



Our capital expenditure
requirements are primarily comprised of landscape equipment, trucks and trailers. Our capital expenditures were $3.7 million and $4.1 million, for the three months ended March 31, 2003 and 2004, respectively. Additionally, in the three months ended
March 31, 2004, we acquired two related landscape companies.



In the first quarter of 2004, net cash used in financing activities was $6.5 million, primarily consisting of debt repayments of $6.1 million, including a voluntary prepayment of $5.0 million. In the first quarter of 2003, net cash used in
financing activities was $1.2 million, primarily consisting of debt repayments of $1.1 million.



As of March 31, 2004, we had no balance outstanding on our revolving credit facility and our senior bank facility was fixed on a 180-day LIBOR contract,
as allowed in accordance with our credit agreement, expiring in June with a rate of 4.2%. Availability on the revolving credit facility, after deducting outstanding letters of credit, was $25.6 million.



On April 16, 2004, our parent company, Brickman Group Holdings, Inc.,
borrowed $45 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 parent companys 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 distribution 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.



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. 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, 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.



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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 financial statements. 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.



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.



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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.



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 March 31, 2004 was $6,479 and $6,457, respectively and is included in accrued expenses in the accompanying Balance Sheets 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.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



As of March 31, 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.



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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,
nor are we aware of any threatened litigation, that we believe is likely to have a material adverse effect on its financial condition, results of operations or cash flows. We believe our insurance coverage is adequate to cover the risks of any
situations that currently exist or are reasonably likely to arise.



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.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



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



|        |  |                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                                                                                                                             
|10.7.1  |  | Third Amendment to Lease Agreement, dated January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding the property located in Langhorne,
Pennsylvania                                                                                                                                       
|        | 
|10.8.1  |  | Third Amendment to Lease Agreement, dated January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding the property located in Long Grove, Illinois                                                                                                                                          
|        | 
|10.9.1  |  | Third Amendment to Lease Agreement, dated January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding the property located in St. Louis, Missouri                                                                                                                                           
|        | 
|10.15*  |  | Agreement, dated January 7, 2004 by and between The Brickman Group, Ltd. and Mark A. Hjelle                                                                                                                                                                                                                             
|        | 
|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 Annual Report on Form 10-K filed March 30, 2004
|- | -------------------------------------------------------------------------------------------------------------------------------------------------

|** | 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
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------



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



Form 8-K, Item 12, filed on March 29, 2004 regarding The Brickman Group, Ltd.s earnings press release for the fiscal quarter and year ended December
31, 2003



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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 duly authorized officer.



|                   |  |                          |  |                                                     
|------------------ |  | ------------------------ |  | ----------------------------------------------------
|                   |  | The Brickman Group, Inc.
|                   |  | (Registrant)            
|Date: May 11, 2004 |  |                          |  |                                                     
|                   |  |                         
|                   |  |                          |  | /s/ Charles B. Silcox                               
|                   |  | Name:                    |  | Charles B. Silcox                                   
|                   |  | Title:                   |  | Chief Financial Officer                             
|                   |  |                          |  | Principal Financial and Principal Accounting Officer



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