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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, 2006

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)



|                                                      |  |                                     
|----------------------------------------------------- |  | ------------------------------------
|Delaware                                              |  | 23-2949247                          
|(State of incorporation)                              |  | (I.R.S. Employer Identification No.)
|                                                      | 
|18227 Flower Hill Way, Suite D Gaithersburg, Maryland |  | 20879                               
|(Address of Principal Executive Offices)              |  | (Zip Code)                          

(301) 987-9200

(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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 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.



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##### Table of Contents

TABLE OF CONTENTS



|           |  |                       |  |                                                                                                 |  |   
|---------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------- |  | --
|PART I.    |  | FINANCIAL INFORMATION |  |                                                                                                
|           |  | Item 1.               |  | Financial Statements                                                                            |  |   
|           |  |                       |  | Consolidated Balance Sheets as of December 31, 2005 and June 30, 2006                           |  | 2 
|           |  |                       |  | Consolidated Statements of Operations for the three and six months ended June 30, 2005 and 2006 |  | 3 
|           |  |                       |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2006           |  | 4 
|           |  |                       |  | Notes to Consolidated Financial Statements                                                      |  | 5 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 11
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 18
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                         |  | 18
|           |  |                      
|PART II.   |  | OTHER INFORMATION     |  | 19                                                                                             
|           |  |                       | 
|           |  | Item 1.               |  | Legal Proceedings                                                                               |  | 19
|           |  |                       | 
|           |  | Item 1A               |  | Risk Factors                                                                                    |  | 19
|           |  |                       | 
|           |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                     |  | 19
|           |  |                       | 
|           |  | Item 3.               |  | Defaults Upon Senior Securities                                                                 |  | 19
|           |  |                       | 
|           |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                             |  | 19
|           |  |                       | 
|           |  | Item 5.               |  | Other Information                                                                               |  | 19
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits                                                                                        |  | 20
|           | 
|SIGNATURES |  | 21                   



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##### Table of Contents

PART I.

FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

THE BRICKMAN GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands except for share data)



|                                                                                                         |  |                  |          |   |              |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                         |  |                  |          |   | (Unaudited)  |  
|                                                                                                         |  | December 31,2005 |          |   | June 30,2006 |  
|ASSETS                                                                                                   |  |                  |          |   |              |   |          |  
|Current assets:                                                                                          |  |                  |          |   |              |   |          |  
|Cash and cash equivalents                                                                                |  | $                | 7,999    |   |              | $ | 4,617    |  
|Accounts receivable, net of allowance for doubtful accounts                                              |  |                  | 55,530   |   |              |   | 48,784   |  
|Unbilled revenue                                                                                         |  |                  | 8,598    |   |              |   | 29,690   |  
|Deferred tax asset                                                                                       |  |                  | 8,614    |   |              |   | 8,872    |  
|Other current assets                                                                                     |  |                  | 3,111    |   |              |   | 1,124    |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total current assets                                                                                     |  |                  | 83,852   |   |              |   | 93,087   |  
|Property and equipment, net of accumulated depreciation                                                  |  |                  | 38,572   |   |              |   | 46,230   |  
|Deferred tax asset                                                                                       |  |                  | 3,595    |   |              |   | 4,226    |  
|Deferred charges, net of accumulated amortization                                                        |  |                  | 5,392    |   |              |   | 4,673    |  
|Intangible assets, net of accumulated amortization                                                       |  |                  | 71,008   |   |              |   | 63,911   |  
|Goodwill                                                                                                 |  |                  | 41,666   |   |              |   | 41,666   |  
|Restricted investments and other assets                                                                  |  |                  | 2,284    |   |              |   | 2,896    |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total                                                                                                    |  | $                | 246,369  |   |              | $ | 256,689  |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                     |  |                  |          |   |              |   |          |  
|Current liabilities:                                                                                     |  |                  |          |   |              |   |          |  
|Accounts payable                                                                                         |  | $                | 17,734   |   |              | $ | 15,350   |  
|Deferred revenue                                                                                         |  |                  | 4,682    |   |              |   | 7,666    |  
|Revolving credit                                                                                         |  |                  | 7,000    |   |              |   | 14,000   |  
|Long-term debt - current portion                                                                         |  |                  | 8,864    |   |              |   | 8,864    |  
|Accrued interest                                                                                         |  |                  | 737      |   |              |   | 734      |  
|Accrued expenses                                                                                         |  |                  | 24,736   |   |              |   | 30,972   |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total current liabilities                                                                                |  |                  | 63,753   |   |              |   | 77,586   |  
|Long-term debt and other liabilities                                                                     |  |                  |          |   |              |   |          |  
|Long-term debt                                                                                           |  |                  | 169,500  |   |              |   | 165,511  |  
|Other liabilities                                                                                        |  |                  | 3,235    |   |              |   | 3,687    |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total liabilities                                                                                        |  |                  | 236,488  |   |              |   | 246,784  |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Commitments and contingencies                                                                            |  |                  |          |   |              |   |          |  
|Shareholders equity:                                                                                    |  |                  |          |   |              |   |          |  
|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                                                                                          |  |                  | 190,947  |   |              |   | 190,947  |  
|Retained earnings                                                                                        |  |                  | 9,928    |   |              |   | 9,952    |  
|Continuing shareholders basis adjustment                                                                |  |                  | (191,000 | ) |              |   | (191,000 | )
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total shareholders equity                                                                               |  |                  | 9,881    |   |              |   | 9,905    |  
|                                                                                                         |  |                  |          |   |              |   |          |  
|Total liabilities and shareholders equity                                                               |  | $                | 246,369  |   |              | $ | 256,689  |  
|                                                                                                         |  |                  |          |   |              |   |          |  

The accompanying notes and the notes to the Companys audited financial statements are an
integral part of these financial statements.



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THE BRICKMAN GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(dollars in thousands)



|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        
|----------------------------------- |  | ---------------------------------- | ------- | -------------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                    |  | For the three monthsended June 30, |         | For the six monthsended June 30,
|                                    |  | 2005                               |         | 2006                             |   | 2005    |  | 2006
|Net service revenues                |  | $                                  | 137,227 |                                  | $ | 149,537 |  | $    | 229,088 |  | $ | 232,452
|Cost of services provided           |  |                                    | 90,474  |                                  |   | 99,254  |  |      | 162,489 |  |   | 165,013
|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        
|Gross profit                        |  |                                    | 46,753  |                                  |   | 50,283  |  |      | 66,599  |  |   | 67,439 
|General and administrative expenses |  |                                    | 19,834  |                                  |   | 20,656  |  |      | 37,692  |  |   | 41,456 
|Amortization expense                |  |                                    | 4,619   |                                  |   | 3,884   |  |      | 9,084   |  |   | 7,768  
|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        
|Income from operations              |  |                                    | 22,300  |                                  |   | 25,743  |  |      | 19,823  |  |   | 18,215 
|Interest expense                    |  |                                    | 4,992   |                                  |   | 4,930   |  |      | 9,994   |  |   | 9,882  
|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        
|Income before income taxes          |  |                                    | 17,308  |                                  |   | 20,813  |  |      | 9,829   |  |   | 8,333  
|Income tax provision                |  |                                    | 7,022   |                                  |   | 8,742   |  |      | 4,030   |  |   | 3,500  
|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        
|Net income                          |  | $                                  | 10,286  |                                  | $ | 12,071  |  | $    | 5,799   |  | $ | 4,833  
|                                    |  |                                    |         |                                  |   |         |  |      |         |  |   |        

The accompanying notes and the notes to the Companys audited financial statements are an
integral part of these financial statements.



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THE BRICKMAN GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)



|                                                                                     |  |                                  |         |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | -------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                     |  | For the six monthsended June 30, |        
|                                                                                     |  | 2005                             |         |   | 2006 |  
|Cash flows from operating activities:                                                |  |                                  |         |   |      |   |         |  
|Net income                                                                           |  | $                                | 5,799   |   |      | $ | 4,833   |  
|Adjustments to reconcile net income to net change in cash from operating activities: |  |                                  |         |   |      |   |         |  
|Depreciation                                                                         |  |                                  | 6,733   |   |      |   | 7,884   |  
|Amortization                                                                         |  |                                  | 9,084   |   |      |   | 7,768   |  
|Deferred taxes                                                                       |  |                                  | (1,582  | ) |      |   | (889    | )
|Change in provision for doubtful accounts                                            |  |                                  | (707    | ) |      |   | (341    | )
|Loss on disposal of assets                                                           |  |                                  | 69      |   |      |   | 156     |  
|Changes in operating assets and liabilities, net of acquisitions                     |  |                                  | (12,038 | ) |      |   | (5,229  | )
|                                                                                     |  |                                  |         |   |      |   |         |  
|Net change in cash from operating activities                                         |  |                                  | 7,358   |   |      |   | 14,182  |  
|                                                                                     |  |                                  |         |   |      |   |         |  
|Cash flows from investing activities:                                                |  |                                  |         |   |      |   |         |  
|Purchase of property and equipment                                                   |  |                                  | (20,375 | ) |      |   | (17,344 | )
|Cost of acquired businesses                                                          |  |                                  | (6,640  | ) |      |   |        |  
|Proceeds from sale of property and equipment                                         |  |                                  | 1,399   |   |      |   | 1,578   |  
|Loan to executive                                                                    |  |                                  | (500    | ) |      |   |        |  
|                                                                                     |  |                                  |         |   |      |   |         |  
|Net change in cash from investing activities                                         |  |                                  | (26,116 | ) |      |   | (15,766 | )
|                                                                                     |  |                                  |         |   |      |   |         |  
|Cash flows from financing activities:                                                |  |                                  |         |   |      |   |         |  
|Distributions to Brickman Group Holdings, Inc.                                       |  |                                  | (4,817  | ) |      |   | (4,809  | )
|Proceeds from borrowings                                                             |  |                                  | 17,000  |   |      |   | 7,000   |  
|Payments on long-term debt                                                           |  |                                  | (3,103  | ) |      |   | (3,989  | )
|                                                                                     |  |                                  |         |   |      |   |         |  
|Net change in cash from financing activities                                         |  |                                  | 9,080   |   |      |   | (1,798  | )
|                                                                                     |  |                                  |         |   |      |   |         |  
|Net change in cash                                                                   |  |                                  | (9,678  | ) |      |   | (3,382  | )
|Cash, beginning of period                                                            |  |                                  | 11,339  |   |      |   | 7,999   |  
|                                                                                     |  |                                  |         |   |      |   |         |  
|Cash, end of period                                                                  |  | $                                | 1,661   |   |      | $ | 4,617   |  
|                                                                                     |  |                                  |         |   |      |   |         |  

The accompanying notes and the notes to the Companys audited financial statements are an
integral part of these financial statements.



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THE BRICKMAN GROUP, LTD.

Notes to Consolidated Financial Statements

(Unaudited)

(dollars in thousands except per
share amounts)



|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 25 states throughout the United States. Landscape maintenance services are generally provided
under cancelable contracts ranging from one to five 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 municipal facilities. 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 consolidated 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 of the information required by GAAP for complete
consolidated financial statements.

These consolidated 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 annual report on Form 10-K for the year ended December 31, 2005. 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.



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THE BRICKMAN GROUP, LTD.

Notes to Consolidated Financial Statements

(Unaudited)

(dollars in thousands except per share amounts)

Accounting Change:

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R),
Shared-Based Payment Compensation (FAS 123(R)) which requires compensation expense be recognized for all share-based payments made to employees based on the fair value of the award at the date of grant. The Company adopted
FAS 123(R) using the prospective method in which compensation expense for all new or modified stock awards, measured by the grant-date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period, based on
the estimated number of awards that are expected to vest. Under this transition method, the results of operations of prior periods have not been restated. Accordingly, the Company will continue to provide pro forma financial information for prior
periods to illustrate the impact on its results of operations (see note 6).

Recent Accounting Pronouncements:

In June 2006, the FASB issued Interpretation No. 48 (FIN No. 48) Accounting for Uncertainty in Income Taxes: an interpretation of FASB
Statement No. 109. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.
This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is assessing the impact the
adoption of FIN No. 48 will have on the Companys consolidated financial position and results of operations.



|3. | Accounts Receivable:
|-- | --------------------

Components
of accounts receivable are as follows:



|                                |  |                  |        |   |                         |   |        |  
|------------------------------- |  | ---------------- | ------ | - | ----------------------- | - | ------ | -
|                                |  | December 31,2005 |        |   | (Unaudited)June 30,2006 |  
|Accounts receivable             |  | $                | 58,868 |   |                         | $ | 50,751 |  
|Allowance for doubtful accounts |  |                  | (3,338 | ) |                         |   | (1,967 | )
|                                |  |                  |        |   |                         |   |        |  
|Accounts receivable, net        |  | $                | 55,530 |   |                         | $ | 48,784 |  
|                                |  |                  |        |   |                         |   |        |  

Accounts receivable amounts include retention on incomplete projects that will be completed within one year of
$310 at December 31, 2005 and $343 at June 30, 2006. All other amounts are due currently.



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THE BRICKMAN GROUP, LTD.

Notes to Consolidated Financial Statements

(Unaudited)

(dollars in thousands except per share amounts)



|4. | Accrued Expenses:
|-- | -----------------

Accrued
expenses consist of the following:



|                         |  |                  |        |                         |   |       
|------------------------ |  | ---------------- | ------ | ----------------------- | - | ------
|                         |  | December 31,2005 |        | (Unaudited)June 30,2006
|Payroll-related accruals |  | $                | 9,701  |                         | $ | 9,898 
|Self-insurance reserves  |  |                  | 9,010  |                         |   | 9,055 
|Accrued income taxes     |  |                  | 3,261  |                         |   | 7,111 
|Other                    |  |                  | 2,764  |                         |   | 4,908 
|                         |  |                  |        |                         |   |       
|Total accrued expenses   |  | $                | 24,736 |                         | $ | 30,972
|                         |  |                  |        |                         |   |       



|5. | Debt:
|-- | -----

Debt consists of the
following:



|                                                                                        |  |                  |         |                         |   |        
|--------------------------------------------------------------------------------------- |  | ---------------- | ------- | ----------------------- | - | -------
|                                                                                        |  | December 31,2005 |         | (Unaudited)June 30,2006
|Revolving credit bearing interest at 8.00%                                              |  | $                | 7,000   |                         | $ | 14,000 
|Current portion of long-term debt                                                       |  |                  | 8,864   |                         |   | 8,864  
|                                                                                        |  |                  |         |                         |   |        
|Short-term debt                                                                         |  |                  | 15,864  |                         |   | 22,864 
|                                                                                        |  |                  |         |                         |   |        
|11.75% Senior subordinated notes due 2009                                               |  |                  | 150,000 |                         |   | 150,000
|Senior credit facility, term loan portion, due 2008 currently bearing interest at 7.50% |  |                  | 19,500  |                         |   | 15,511 
|                                                                                        |  |                  |         |                         |   |        
|Long-term debt                                                                          |  |                  | 169,500 |                         |   | 165,511
|                                                                                        |  |                  |         |                         |   |        
|Total debt                                                                              |  | $                | 185,364 |                         | $ | 188,375
|                                                                                        |  |                  |         |                         |   |        

As of June 30, 2006, there was $14,000 outstanding on the revolving portion of the Companys senior
credit facility. Interest rates on the term loan portion of the senior credit facility are set at 0.75% over the prevailing prime rate of interest or are established for periods of up to six months at 2.00% over LIBOR at the Companys option.
Currently, the term loan portion of the senior credit facility is fixed on a LIBOR contract maturing in September 2006 at a rate of 7.50%.



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THE BRICKMAN GROUP, LTD.

Notes to Consolidated Financial Statements

(Unaudited)

(dollars in thousands except per share amounts)



|6. | Stock-based Compensation:
|-- | -------------------------

In March 2003, the Company adopted the
2003 Employee Stock Option Plan (the Option Plan). Under the Option Plan, the Company may grant options to purchase up to 13,156 shares of Holdings Class A Common stock. The table below summarizes options granted under the plan.



|             |  |                         |       |                |         |                 |                |                                       |     
|------------ |  | ----------------------- | ----- | -------------- | ------- | --------------- | -------------- | ------------------------------------- | ----
|Year granted |  | Exercise Priceper share |       | Vesting Period |         | Expiration Date |                | WeightedAverageRemaining Lifein Years
|2003         |  | $                       | 1,000 |                | 5 years |                 | March 30, 2013 |                                       | 6.75
|2004         |  | $                       | 1,200 |                | 5 years |                 | May 30, 2014   |                                       | 7.92
|2005         |  | $                       | 1,650 |                | 5 years |                 | June 15, 2015  |                                       | 8.96

On January 1, 2006, the Company adopted FAS 123(R) using the prospective method. Under the prospective
method, only new or modified stock awards are charged to earnings as compensation expense over the remaining vesting period. Because there have been no modifications or new issuances of awards since adoption, the Company has not recognized any
compensation expense. Through December 31, 2005, the Company accounted 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 had 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 measurement provisions of FASB statement No. 123 to stock-based compensation, net income would have decreased as follows:



|                                                                                                                               |  |                                        |        |   |                                      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------- | ------ | - | ------------------------------------ | - | ----- | -
|                                                                                                                               |  | For the threemonths endedJune 30, 2005 |        |   | For the
sixmonths endedJune 30, 2005 |  
|Net income, as reported                                                                                                        |  | $                                      | 10,286 |   |                                      | $ | 5,799 |  
|Deduct: Total stock-based compensation determined under the fair value based method for all grants, net of related tax effects |  |                                        | (51    | ) |                                      |   | (105  | )
|                                                                                                                               |  |                                        |        |   |                                      |   |       |  
|Pro forma net income                                                                                                           |  | $                                      | 10,235 |   |                                      | $ | 5,694 |  
|                                                                                                                               |  |                                        |        |   |                                      |   |       |  



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THE BRICKMAN GROUP, LTD.

Notes to Consolidated Financial Statements

(Unaudited)

(dollars in thousands except per share amounts)



|6. | Stock-based Compensation, continued:
|-- | ------------------------------------

The Black-Scholes valuation
model was used to establish the fair value of the options. Risk free rates of 3.8%, 3.7% and 3.9% at the date of grant were assumed in 2003, 2004 and 2005, respectively. No volatility factor was used in the valuation since Brickman Group Holdings,
Inc. stock is not traded publicly. The expected option term was assumed to be the vesting period of 5 years.



|7. | Related Party Transactions:
|-- | ---------------------------

In the six months ended June 30,
2006, the Company made distributions to its parent company, Brickman Group Holdings, Inc., totaling $4,809. The distributions to its parent company consisted of a distribution used for debt service totaling $4,368, distributions to fund parent
company stock redemptions from terminated employees totaling $401 and a $40 distribution for the payment of professional fees. In the six months ended June 30, 2005, the Company made distributions to its parent company, Brickman Group Holdings,
Inc., totaling $4,817. The distributions to its parent company consisted of a distribution used for debt service totaling $3,708, and distributions to fund parent company stock redemptions from terminated employees totaling $1,109.

During 2005, the Company loaned an executive $500 in connection with the executives relocation to the Companys corporate headquarters. The note is a
non-interest bearing loan to be forgiven on an annual basis over a ten-year period ending December 31, 2014 contingent upon the executives continued employment with the Company. The loan is secured by the executives primary
residence.

The Company owns and operates an airplane that executives and employees use for business-related travel. Certain executives and shareholders
use the airplane for personal travel and reimburse the Company for such use.



|8. | Commitments and Contingencies:
|-- | ------------------------------

Risk Management: The Company
carries general liability, vehicle 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 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 were $9,055 and $9,010 at June 30, 2006 and December 31, 2005, respectively and is included with accrued expenses in the accompanying Consolidated Balance Sheets in accordance with Statement of
Financial Accounting Standards No. 5, Accounting for Contingencies. While the



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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, 2006 that have not already been disclosed.



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##### 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, increased fuel 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 report on Form 10-K filed on March 24, 2006, 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, serving commercial properties in 25 states. We were founded in
1939 and have been continually managed by members of the Brickman family.

We provide landscape maintenance services, including grass
mowing, planting and maintaining flower beds, tree and shrub pruning, bed edging, controlling weeds and pests, fertilizing, installing and maintaining irrigation systems, planting of grass, groundcovers, shrubs and trees, grading, and removing snow
and ice. The vast majority of our customers use our services at more than one property and 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 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.



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Results of Operations

The following table for the three-month and six-month periods ended June 30, 2005 and 2006 depicts costs as a percentage of revenue.



|                                    |  |                           |   |  |                         |   |  |      |   |  |      |  
|----------------------------------- |  | ------------------------- | - |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                                    |  | Three MonthsEndedJune 30, |   |  | Six MonthsEndedJune 30, |  
|                                    |  | 2005                      |   |  | 2006                    |   |  | 2005 |   |  | 2006 |  
|Net service revenues                |  | 100                       | % |  | 100                     | % |  | 100  | % |  | 100  | %
|Cost of services provided           |  | 66                        | % |  | 66                      | % |  | 71   | % |  | 71   | %
|Gross profit                        |  | 34                        | % |  | 34                      | % |  | 29   | % |  | 29   | %
|General and administrative expenses |  | 14                        | % |  | 14                      | % |  | 16   | % |  | 18   | %
|Amortization expense                |  | 3                         | % |  | 3                       | % |  | 4    | % |  | 3    | %
|Income from operations              |  | 17                        | % |  | 17                      | % |  | 9    | % |  | 8    | %
|Interest expense                    |  | 4                         | % |  | 3                       | % |  | 4    | % |  | 4    | %
|Income before income taxes          |  | 13                        | % |  | 14                      | % |  | 5    | % |  | 4    | %
|Income tax provision                |  | 5                         | % |  | 6                       | % |  | 2    | % |  | 2    | %
|Net income                          |  | 8                         | % |  | 8                       | % |  | 3    | % |  | 2    | %

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

Revenue.Revenue for the three months ended June 30, 2006 increased $12.3 million, or 9.0%, to $149.5 million from $137.2 million for the
same period in 2005. The increase was driven by new landscape maintenance contracts and growth in supplemental landscape maintenance services, including design build and work order projects. Landscape maintenance revenue was the largest component of
revenue accounting for 91.6% of total revenue for the three months ended June 30, 2006.

Gross profit.Gross profit for the
three months ended June 30, 2006 increased $3.5 million, or 7.5%, to $50.3 million from $46.8 million for the same period in 2005. The increase in gross profit resulted primarily from the increase in landscape maintenance revenue described
above. Gross margin (gross profit as a percent of revenue) for the three months ended June 30, 2006 was 33.6% compared to 34.1% for the same period in 2005.

General and administrative expenses.General and administrative expenses for the three months ended June 30, 2006 increased $0.8 million, or 4.1%, to $20.6 million from $19.8 million for the same period in
2005. General and administrative expenses as a percentage of revenue decreased to 13.8% for the three months ended June 30, 2006 from 14.5% for the three months ended June 30, 2005 due to higher percentage growth rates in revenue compared
to general and administrative expenses in the period.



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Amortization expense. Amortization expense decreased for the three months ended June 30, 2006
by $0.7 million to $3.9 million from $4.6 million for the same period in 2005. Amortization expense relates to the customer contracts and relationships intangible asset. Customer contracts and relationships are being amortized on an accelerated
basis over their useful lives of 1 to 14 years.

Income from operations.Income from operations increased for the three months ended
June 30, 2006 by $3.4 million to $25.7 million from $22.3 million for the same period in 2005. The increase in gross profit from landscape maintenance revenue, described above, was principally responsible for the increase.

Interest expense.Interest expense for the three months ended June 30, 2006 decreased $0.1 million to $4.9 million from $5.0 million for the
same period in 2005. Average debt outstanding decreased to $182.3 million during the three months ended June 30, 2006 from $191.5 million during the three months ended June 30, 2005. The weighted average rate of interest on the borrowings
increased to 10.8% for the three months ended June 30, 2006 from 10.4% for the same period in 2005.

Income taxes. An income
tax provision was recorded for the three months ended June 30, 2006 at an effective rate of 42.0%, as compared to an effective rate of 40.6% for the same period in 2005. This rate differs from the federal statutory rate of 35% primarily due to
state taxes.

Net income. Net income increased for the three months ended June 30, 2006 by $1.8 million to $12.1 million from
$10.3 million for the same period in 2005. This increase is primarily as a result of increased revenues.

Six Months Ended June 30, 2006
Compared to Six Months Ended June 30, 2005

Revenue. Revenue for the six months ended June 30, 2006 increased by
$3.4 million, or 1.5%, to $232.5 million from $229.1 million for the same period in 2005. The increase was driven by an increase of $24.1 million or 13.0% in landscape services revenue, offset by a $20.7 million or 46.9% decrease in snow removal
revenue from the first six months of 2005. The increase in landscape services was fueled by growth in new landscape maintenance contracts and supplemental landscape services. The decrease in snow removal revenues was primarily the result of
significantly less snowfall amounts in many of our markets in 2006 compared to 2005. Landscape maintenance revenue was the largest component of revenues accounting for 83.2% of total revenue for the six months ended June 30, 2006.

Gross profit. Gross profit for the six months ended June 30, 2006 increased by $0.8 million, or 1.2%, to $67.4 million from $66.6 million
for the same period in 2005. The increase in gross profit was the result of the additional landscape maintenance revenue offset by the lower snow removal volume described above. Gross margin (gross profit as a percent of revenue) was 29.0% compared
to 29.1% for the same period in 2005.

General and administrative expenses. General and administrative expenses for the six months
ended June 30, 2006 increased $3.8 million or 10.1% to $41.5 million from $37.7 million for the same period in 2005. General and administrative expenses as a percentage of revenue increased to 17.8% for the six months ended June 30, 2006
from 16.5% for the six months ended



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June 30, 2005. Lower snow removal revenues, described above, result in general and administrative expenses increasing at a faster rate than revenue in
the six months ended June 30, 2006 compared to the same period in 2005.

Amortization expense. Amortization expense decreased
for the six months ended June 30, 2006 by $1.3 million to $7.8 million from $9.1 million for the same period in 2005. Amortization expense relates to the customer contracts and relationships intangible asset. 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, 2006 decreased $1.6 million to $18.2 million from $19.8 million for the same period in 2005. The lower snow removal volume described above was principally responsible for the decrease.

Interest expense. Interest expense for the six months ended June 30, 2006 decreased $0.1 million to $9.9 million from $10.0 million for the
same period in 2005. Average debt outstanding decreased to $186.9 million during the six months ended June 30, 2006 from $192.4 million during the six months ended June 30, 2005 as a result of scheduled payments of bank debt during the
period. The weighted average rate of interest on the borrowings increased to 10.6% for the six months ended June 30, 2006 from 10.4% for the same period in 2005.

Income taxes. An income tax provision was recorded for the six months ended June 30, 2006 at an effective rate of 42.0%, as compared to an effective rate of 41.0% for the same period in 2005. This rate
differs from the federal statutory rate of 35% primarily due to state taxes.

Net income. The net income of $4.8 million for the six
months ended June 30, 2006 represented a decrease of $1.0 million from net income of $5.8 million in the same period in 2005.

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, 2006 and 2005, cash provided by operating activities was $14.2 million and $7.4 million, respectively. The increase is
primarily attributed to a decrease in cash expenditures to fund snow removal activity in the first six months of 2006 compared to the same period in 2005 and increased collection of receivables in the first six months of 2006
compared to the same period in 2005.

Our capital expenditure requirements are primarily comprised of landscape equipment, trucks and
trailers. Our capital expenditures were $17.3 million and $20.4 million, for the six months ended June 30, 2006 and 2005, respectively. The decrease in capital expenditures is attributable to the acquisition of an airplane for executive travel
in 2005. Excluding the airplane acquisition, capital expenditures increased by $1.3 million reflecting the purchase of new equipment necessary to support new sales.

In the six months ended June 30, 2006, net cash used in financing activities was $1.8 million, consisting of debt repayments of $4.0 million, and distributions to our parent company, Brickman Group Holdings,
Inc., totaling $4.8 million offset by draws on our revolver of $7.0 million. The distributions to our parent company consisted of a distribution used by our parent company for debt service totaling $4.4 million, and distributions to fund parent
company stock



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redemptions from terminated employees totaling $0.4 million. In the six months ended June 30, 2005, net cash from financing activities was $9.1 million,
consisting of draws on our revolver of $17.0 million offset by debt repayments of $3.1 million, and distributions to our parent company totaling $4.8 million. These distributions consisted of a distribution used by our parent company for debt
service totaling $3.7 million, and distributions to fund parent company stock redemptions from terminated employees totaling $1.1 million.

As of June 30, 2006, we had a $14.0 million balance outstanding on the $30.0 million revolving portion of our senior credit facility and the term loan portion of our senior credit facility is fixed on a 180-day LIBOR contract expiring
in September of 2006 at a rate of 7.5%. As of June 30, 2006, availability on the revolving credit facility, after deducting outstanding letters of credit, was $8.4 million.

In 2004, our parent company, Brickman Group Holdings, Inc. borrowed $45.0 million from a group of lenders. The loan, with a current balance of $36.0
million, bears interest at 5.25% over LIBOR, 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. Principal is due on the note as follows: $3.0 million in the
second half of 2006, $6.5 million in 2007, $7.5 million in 2008, and $19.0 million in 2009.

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 of our
markets, there is limited landscape revenue to be recognized, however fixed costs (e.g., management and supervisory salaries and benefits, rent, amortization, 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. During the three and six month periods ended June 30, 2006, fuel price
increases adversely affected our profitability. Fuel prices have fluctuated widely and have generally increased in recent years. These price increases affect the



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cost of operating trucks, mowers and other power equipment. The fuel price increases also have an effect on cost of producing and shipping chemicals and
materials used in our business. Typically, there is a delay in recovering increases in fuel prices through contract rate increases because most of our contracts renew annually or contain rate adjustments based on the Consumer Price Index that are
only made annually.

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 our 2005
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.

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.

Net 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:

We generally provide landscape maintenance services under annual contracts. We
recognize revenue for these services 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.



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Landscape construction and enhancement:

We generally provide landscape construction and enhancement services under contracts of less than one year. We recognize revenue for these
services 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:

We generally provide snow removal services under time and material contracts. We recognize revenue for these services 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 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 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, 2005 and June 30, 2006 was $9.0 million and $9.1 million, respectively and is included in accrued expenses in the accompanying Consolidated 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.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

As of June 30, 2006, 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 24, 2006.



|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. There have been no 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. 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 arising in the normal course of business.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Information related to our risk
factors are disclosed in Item 1A to our Report on Form 10-K for the year ended December 31, 2005.



|ITEM 2. | UNREGISTERED SALES OF EQUITY 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.



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|ITEM 6. | EXHIBITS
|------- | --------



|       |  |                                                                                                                                                                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                                        
|       | 
|31.1   |  | 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.                                                                                         
|       | 
|31.2   |  | Certification by Timothy H. Pease, Chief Financial Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                                                                                          
|       | 
|32.1   |  | Certification by Scott W. Brickman, Chief Executive Officer, and Timothy H. Pease, 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.



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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, Ltd. (Registrant)                                              
|Date: August 11, 2006 |  |  |  |                                                                                    
|                      |  | 
|                      |  |  |  | /s/ Timothy H. Pease                                                               
|                      |  |  |  | Name: Timothy H. Pease                                                             
|                      |  |  |  | Title: Chief Financial Officer Principal Financial
and Principal Accounting Officer



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