##### Table of Contents



Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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| |  |   |                                                                                           | 
| |  | - | ----------------------------------------------------------------------------------------- | 
| |  | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934  | 
| |  |   |                                                                                           | 
| |  |   | For the quarter ended June 30, 2003                                                       | 
| |  |   |                                                                                           | 
| |  |   | OR                                                                                        | 
| |  |   |                                                                                           | 
| |  | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 | 

For the transition period from to

Commission file number 333-56817

BRAND INTERMEDIATE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3909682                          
|(State or other jurisdiction of incorporation or
organization) |  | (I.R.S. employer
identification no.)
|                                                               |  |                                     
|15450 South Outer 40, #270, Chesterfield, MO                   |  | 63017                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

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



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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: o

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

|                                     |  |                                          
|------------------------------------ |  | -----------------------------------------
|Class of Common Stock
$.01 Par Value |  | Outstanding at July 31, 2003
1,000 shares





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TABLE OF CONTENTS



|                                              |                                                                                               |                                                                                                        |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ |  |  |  |  |  | 
|PART I   FINANCIAL INFORMATION              
|                                              | Item 1. Financial Statements                                                                 
|                                              |                                                                                               | Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2002 and 2003
|                                              |                                                                                               | Consolidated Balance Sheets as of December 31, 2002 and June 30, 2003                                 
|                                              |                                                                                               | Consolidated Statements of Cash Flows for the Three Months and Six Months Ended June 30, 2002 and 2003
|                                              |                                                                                               | Notes to the Consolidated Financial Statements                                                        
|                                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                              | Item 3. Quantitative and Qualitative Disclosures About Market                                
|                                              | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION                  
|                                              | Item 1. Legal Proceedings                                                                    
|                                              | Item 2. Changes in Securities and Use of Proceeds                                            
|                                              | Item 3. Defaults Upon Senior Securities                                                      
|                                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                              | Item 5. Other Information                                                                    
|                                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                   
|EXHIBITS                                     
|EX-31.1 Certification Pursuant to Section 302
|EX-31.2 Certification Pursuant to Section 302
|EX-32.1 Certification Pursuant to Section 906
|EX-32.1 Certification Pursuant to Section 906



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##### Table of Contents



INDEX

|                               |  |         |  |                                                                                                        |  |      
|------------------------------ |  | ------- |  | ------------------------------------------------------------------------------------------------------ |  | -----
|                               |  |         |  |                                                                                                        |  | Page 
|PART I - FINANCIAL INFORMATION |  |        
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 1. |  | Financial Statements                                                                                   |  |      
|                               |  |         |  | Consolidated Statements of Operations for the Three
Months and Six Months Ended June 30, 2002 and 2003 |  | 3    
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  | Consolidated Balance Sheets as of December 31, 2002 and
June 30, 2003                                  |  | 4-5  
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  | Consolidated Statements of Cash Flows for the Three
Months and Six Months Ended June 30, 2002 and 2003 |  | 6-7  
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  | Notes to the Consolidated Financial Statements                                                         |  | 8-22 
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 2. |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                  |  | 23-29
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market
Risk                                             |  | 29   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 4. |  | Controls and Procedures                                                                                |  | 29   
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  |                                                                                                        |  |      
|PART II - OTHER INFORMATION    | 
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 1. |  | Legal Proceedings                                                                                      |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 2. |  | Changes in Securities and Use of Proceeds                                                              |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 3. |  | Defaults Upon Senior Securities                                                                        |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                    |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 5. |  | Other Information                                                                                      |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                       |  | 30   
|                               |  |         |  |                                                                                                        |  |      
|                               |  |         |  |                                                                                                        |  |      
|SIGNATURES                     |  | 31     
|                               |  |         |  |                                                                                                        |  |      
|EXHIBITS                       |  | 32-38  

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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands)
(Unaudited)

|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |         |         |                |        |         |         |         | 
|---------------------------------------------------- | ------------------------------------------------ | -------------- | ------------------------ | ------ | ---------------------------------- | ------ | ------ | -------------------------------- | ------ | ------ | -------------- | ------- | ------- | -------------- | ------ | ------- | ------- | ------- | 
|                                                     |                                                  |                |                          |        | DLJ Brand                          |        |        | Brand                            |        |        | DLJ Brand      |         |         | Brand          |       
|                                                     |                                                  |                |                          |        | Holdings, Inc.                     |        |        | Intermediate                     |        |        | Holdings, Inc. |         |         | Intermediate   |       
|                                                     |                                                  |                |                          |        | (Predecessor)                      |        |        | Holdings, Inc.                   |        |        | (Predecessor)  |         |         | Holdings, Inc. |       
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |         |         |                |       
|                                                     |                                                  |                |                          |        | For the Three Months Ended June 30 |        |        | For the Six Months Ended June 30 |       
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |       
|                                                     |                                                  |                |                          |        | 2002                               |        |        | 2003                             |        |        | 2002           |         |         | 2003           |       
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |         |         |                |       
|Revenues:                                            |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |         |         |                |        |        
|                                                     | Labor                                            |                | $                        | 67,926 |                                    |        | $      | 68,244                           |        |        | $              | 140,779 |         |                | $      | 145,320 |        
|                                                     | Equipment rental                                 |                |                          | 18,571 |                                    |        |        | 18,684                           |        |        |                | 37,980  |         |                |        | 37,931  |        
|                                                     | Equipment sales                                  |                |                          | 2,597  |                                    |        |        | 1,526                            |        |        |                | 5,361   |         |                |        | 3,432   |        
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     |                                                  | Total revenues |                          |        | 89,094                             |        |        | $                                | 88,454 |        |                |         | 184,120 |                |        |         | 186,683 |        
|Operating expenses:                                  |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |         |         |                |        |        
|                                                     | Labor                                            |                |                          | 53,874 |                                    |        |        | 55,915                           |        |        |                | 112,699 |         |                |        | 119,296 |        
|                                                     | Equipment rental                                 |                |                          | 6,800  |                                    |        |        | 10,037                           |        |        |                | 12,782  |         |                |        | 20,021  |        
|                                                     | Equipment sales                                  |                |                          | 1,771  |                                    |        |        | 1,081                            |        |        |                | 3,570   |         |                |        | 2,324   |        
|                                                     | Divisional operating expenses                    |                |                          | 4,124  |                                    |        |        | 4,025                            |        |        |                | 8,245   |         |                |        | 8,114   |        
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     |                                                  |                | Total operating expenses |        |                                    | 66,569 |        |                                  |        | 71,058 |                |         |         | 137,296        |        |         |         | 149,755 | 
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     | Gross profit                                     |                |                          | 22,525 |                                    |        |        | 17,396                           |        |        |                | 46,824  |         |                |        | 36,928  |        
|Selling and administrative
expenses                  |                                                  |                | 10,063                   |        |                                    |        | 11,638 |                                  |        |        | 19,649         |         |         |                | 23,069 |        
|Non-cash compensation expense                        |                                                  |                | 2,491                    |        |                                    |        |       |                                  |        |        | 2,491          |         |         |                |       |        
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     | Operating income                                 |                |                          | 9,971  |                                    |        |        | 5,758                            |        |        |                | 24,684  |         |                |        | 13,859  |        
|Interest expense                                     |                                                  |                | 5,060                    |        |                                    |        | 8,187  |                                  |        |        | 10,046         |         |         |                | 16,142 |        
|Interest income                                      |                                                  |                | (39                      | )      |                                    |        | (62    | )                                |        |        | (100           | )       |         |                | (105   | )      
|Accretion of preferred stock
dividends of subsidiary |                                                  |                | 2,068                    |        |                                    |        |       |                                  |        |        | 4,063          |         |         |                |       |        
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     | Income before provision
(benefit) for income tax |                |                          | 2,882  |                                    |        |        | (2,367                           | )      |        |                | 10,675  |         |                |        | (2,178  | )      
|Income tax provision (benefit)                       |                                                  |                | 2,321                    |        |                                    |        | (816   | )                                |        |        | 335            |         |         |                | (740   | )      
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        
|                                                     | Net income                                       |                | $                        | 561    |                                    |        | $      | (1,551                           | )      |        | $              | 10,340  |         |                | $      | (1,438  | )      
|                                                     |                                                  |                |                          |        |                                    |        |        |                                  |        |        |                |        

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

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

|                                               |                                                                                                        |                                       |                                   |              |         |              |         |         |               |         |         | 
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------------- | --------------------------------- | ------------ | ------- | ------------ | ------- | ------- | ------------- | ------- | ------- | 
|                                               |                                                                                                        |                                       |                                   |              |         | December 31, |         |         | June 30, 2003 |        
|                                               |                                                                                                        |                                       |                                   |              |         | 2002         |         |         | (unaudited)   |        
|                                               |                                                                                                        |                                       |                                   |              |         |              |         |         |               |        
|ASSETS                                         |                                                                                                        |                                       |                                   |              |         |              |         |        
|CURRENT ASSETS:                                |                                                                                                        |                                       |                                   |              |         |              |         |        
|                                               | Cash and cash equivalents                                                                              |                                       | $                                 | 4,817        |         |              | $       | 23,320  |              
|                                               | Trade accounts receivable, net of allowance for doubtful
accounts of $1,326 in 2002 and $1,390 in 2003 |                                       |                                   | 58,463       |         |              |         | 51,796  |              
|                                               | Accrued revenue                                                                                        |                                       |                                   | 3,379        |         |              |         | 2,453   |              
|                                               | Notes receivable                                                                                       |                                       |                                   | 679          |         |              |         | 716     |              
|                                               | Other current assets                                                                                   |                                       |                                   | 12,441       |         |              |         | 10,055  |              
|                                               |                                                                                                        |                                       |                                   |              |         |             
|                                               |                                                                                                        |                                       | Total current assets              |              |         | 79,779       |         |         |               | 88,340  |        
|                                               |                                                                                                        |                                       |                                   |              |         |             
|PROPERTY AND EQUIPMENT:                        |                                                                                                        |                                       |                                   |              |         |              |         |        
|                                               | Land                                                                                                   |                                       |                                   | 1,161        |         |              |         | 1,220   |              
|                                               | Buildings and leasehold improvements                                                                   |                                       |                                   | 3,120        |         |              |         | 3,375   |              
|                                               | Vehicles and other equipment                                                                           |                                       |                                   | 23,336       |         |              |         | 25,151  |              
|                                               | Scaffolding equipment                                                                                  |                                       |                                   | 179,221      |         |              |         | 184,604 |              
|                                               |                                                                                                        |                                       |                                   |              |         |             
|                                               |                                                                                                        | Total property and equipment, at cost |                                   |              | 206,838 |              |         |         | 214,350       |        
|Less-Accumulated depreciation and amortization |                                                                                                        |                                       | 7,553                             |              |         |              | 26,353  |        
|                                               |                                                                                                        |                                       |                                   |              |         |             
|                                               |                                                                                                        |                                       | Total property and equipment, net |              |         | 199,285      |         |         |               | 187,997 |        
|                                               |                                                                                                        |                                       |                                   |              |         |             
|GOODWILL                                       |                                                                                                        |                                       | 247,891                           |              |         |              | 248,239 |        
|CUSTOMER RELATIONSHIPS                         |                                                                                                        |                                       | 52,777                            |              |         |              | 50,531  |        
|OTHER ASSETS AND INTANGIBLES                   |                                                                                                        |                                       | 26,006                            |              |         |              | 25,530  |        
|                                               |                                                                                                        |                                       |                                   |              |         |             
|                                               |                                                                                                        |                                       |                                   | TOTAL ASSETS |         | $            | 605,738 |         |               | $       | 600,637 | 
|                                               |                                                                                                        |                                       |                                   |              |         |             

(Continued on following page)

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

|                                            |                                                                                |                           |                                            |         |              |         |         |             |          |         | 
|------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------- | ------------------------------------------ | ------- | ------------ | ------- | ------- | ----------- | -------- | ------- | 
|                                            |                                                                                |                           |                                            |         |              |         |         |             | June 30, |        
|                                            |                                                                                |                           |                                            |         | December 31, |         |         | 2003        |         
|                                            |                                                                                |                           |                                            |         | 2002         |         |         | (unaudited) |         
|                                            |                                                                                |                           |                                            |         |              |         |         |             |         
|LIABILITIES AND STOCKHOLDERS EQUITY        |                                                                                |                           |                                            |         |              |         |         |            
|CURRENT LIABILITIES:                        |                                                                                |                           |                                            |         |              |         |         |            
|                                            | Current maturities of long-term debt                                           |                           | $                                          | 1,300   |              |         | $       | 1,300       |         
|                                            | Notes payable and capital lease obligations, current portion                   |                           |                                            | 1,883   |              |         |         | 1,170       |         
|                                            | Accounts payable and accrued expenses                                          |                           |                                            | 39,278  |              |         |         | 31,892      |         
|                                            | Deferred revenue                                                               |                           |                                            | 1,468   |              |         |         | 1,880       |         
|                                            |                                                                                |                           |                                            |         |              |        
|                                            |                                                                                | Total current liabilities |                                            |         | 43,929       |         |         |             | 36,242   |        
|                                            |                                                                                |                           |                                            |         |              |        
|LONG-TERM DEBT                              |                                                                                |                           | 306,432                                    |         |              |         | 308,238 |            
|                                            |                                                                                |                           |                                            |         |              |        
|NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS |                                                                                |                           | 825                                        |         |              |         | 495     |            
|                                            |                                                                                |                           |                                            |         |              |        
|DEFERRED INCOME TAXES                       |                                                                                |                           | 32,759                                     |         |              |         | 32,448  |            
|                                            |                                                                                |                           |                                            |         |              |        
|STOCKHOLDERS EQUITY:                       |                                                                                |                           |                                            |         |              |         |         |            
|                                            | Common stock, $0.01 par value, 1,000 shares authorized, issued and
outstanding |                           |                                            |        |              |         |         |            |         
|                                            | Paid-in capital                                                                |                           |                                            | 223,498 |              |         |         | 224,212     |         
|                                            | Cumulative translation adjustment                                              |                           |                                            | 140     |              |         |         | 2,285       |         
|                                            | Accumulated deficit                                                            |                           |                                            | (1,845  | )            |         |         | (3,283      | )       
|                                            |                                                                                |                           |                                            |         |              |        
|                                            |                                                                                |                           | Total stockholders equity                 |         |              | 221,793 |         |             |          | 223,214 | 
|                                            |                                                                                |                           |                                            |         |              |        
|                                            |                                                                                |                           | Total liabilities and stockholders equity |         | $            | 605,738 |         |             | $        | 600,637 | 
|                                            |                                                                                |                           |                                            |         |              |        

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

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                     |                                                        |                                                                            |                                         |                                          |        |                                  |         |        |                |        |        |  
|---------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------- | ------ | -------------------------------- | ------- | ------ | -------------- | ------ | ------ | -
|                                                     |                                                        |                                                                            |                                         |                                          |        | DLJ Brand                        |         |        | Brand          |       
|                                                     |                                                        |                                                                            |                                         |                                          |        | Holdings, Inc.                   |         |        | Intermediate   |       
|                                                     |                                                        |                                                                            |                                         |                                          |        | (Predecessor)                    |         |        | Holdings, Inc. |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                  |         |        |                |       
|                                                     |                                                        |                                                                            |                                         |                                          |        | For the Six Months Ended June 30 |        
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                  |        
|                                                     |                                                        |                                                                            |                                         |                                          |        | 2002                             |         |        | 2003           |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                  |         |        |                |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                        |                                                                            |                                         |                                          |        |                                  |         |       
|                                                     |                                                        | Net income                                                                 |                                         | $                                        | 10,340 |                                  |         | $      | (1,438         | )     
|                                                     |                                                        | Adjustments to reconcile net income to net
cash from operating activities: |                                         |                                          |        |                                  |         |        |                |       
|                                                     |                                                        |                                                                            | Depreciation and amortization           |                                          |        | 11,224                           |         |        |                | 21,297 |       
|                                                     |                                                        |                                                                            | Deferred income taxes                   |                                          |        | (323                             | )       |        |                | (740   | )     
|                                                     |                                                        |                                                                            | Non-cash interest                       |                                          |        | 1,387                            |         |        |                | 2,944  |       
|                                                     |                                                        |                                                                            | Non-cash compensation                   |                                          |        | 2,491                            |         |        |                |       |       
|                                                     |                                                        |                                                                            | Preferred stock dividends of subsidiary |                                          |        | 4,063                            |         |        |                |       |       
|                                                     |                                                        |                                                                            | Gain on sale of scaffolding equipment   |                                          |        | (638                             | )       |        |                | (368   | )     
|                                                     |                                                        | Changes in operating assets and liabilities:                               |                                         |                                          |        |                                  |         |        |                |       
|                                                     |                                                        |                                                                            | Trade accounts receivable, net          |                                          |        | (2,825                           | )       |        |                | 6,667  |       
|                                                     |                                                        |                                                                            | Accrued revenue                         |                                          |        | (582                             | )       |        |                | 926    |       
|                                                     |                                                        |                                                                            | Notes receivable                        |                                          |        | (245                             | )       |        |                | (152   | )     
|                                                     |                                                        |                                                                            | Other current assets                    |                                          |        | (1,807                           | )       |        |                | 2,386  |       
|                                                     |                                                        |                                                                            | Accounts payable and accrued expenses   |                                          |        | (817                             | )       |        |                | (6,672 | )     
|                                                     |                                                        |                                                                            | Deferred revenue                        |                                          |        | (256                             | )       |        |                | 412    |       
|                                                     |                                                        |                                                                            | Other                                   |                                          |        | (140                             | )       |        |                | 156    |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|                                                     |                                                        |                                                                            |                                         | Net cash flows from operating activities |        |                                  | 21,872  |        |                |        | 25,418 |  
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                        |                                                                            |                                         |                                          |        |                                  |         |       
|                                                     |                                                        | Purchase of property and equipment                                         |                                         |                                          | (7,569 | )                                |         |        | (6,018         | )     
|                                                     |                                                        | Proceeds from sales of property and
equipment                              |                                         |                                          | 1,366  |                                  |         |        | 796            |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|                                                     |                                                        |                                                                            |                                         | Net cash flows from investing activities |        |                                  | (6,203  | )      |                |        | (5,222 | )
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                        |                                                                            |                                         |                                          |        |                                  |         |       
|                                                     | Repayments of long-term debt                           |                                                                            |                                         | (23,250                                  | )      |                                  |         | (650   | )             
|                                                     | Redemptions and exercises of parent
company stock, net |                                                                            |                                         | 67                                       |        |                                  |         |       |               
|                                                     | Payments on capital lease obligations                  |                                                                            |                                         | (690                                     | )      |                                  |         | (1,043 | )             
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|                                                     |                                                        |                                                                            |                                         | Net cash flows from financing activities |        |                                  | (23,873 | )      |                |        | (1,693 | )
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS |                                                        |                                                                            | (8,204                                  | )                                        |        |                                  | 18,503  |       
|CASH AND CASH EQUIVALENTS,
beginning of period       |                                                        |                                                                            | 12,660                                  |                                          |        |                                  | 4,817   |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 
|CASH AND CASH EQUIVALENTS, end of
period             |                                                        | $                                                                          | 4,456                                   |                                          |        | $                                | 23,320  |       
|                                                     |                                                        |                                                                            |                                         |                                          |        |                                 

(Continued on following page)

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                    |                                                               |  |                                  |       |  |                |   |        | 
|----------------------------------- | ------------------------------------------------------------- |  | -------------------------------- | ----- |  | -------------- | - | ------ | 
|                                    |                                                               |  | DLJ Brand                        |       |  | Brand          |  
|                                    |                                                               |  | Holdings, Inc.                   |       |  | Intermediate   |  
|                                    |                                                               |  | (Predecessor)                    |       |  | Holdings, Inc. |  
|                                    |                                                               |  |                                  |       |  |                |  
|                                    |                                                               |  | For the Six Months Ended June 30 |      
|                                    |                                                               |  |                                  |      
|                                    |                                                               |  | 2002                             |       |  | 2003           |  
|                                    |                                                               |  |                                  |       |  |                |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES: |                                                               |  |                                  |       |  |                |   |       
|                                    | Interest paid                                                 |  | $                                | 8,132 |  |                | $ | 15,749 | 
|NON-CASH TRANSACTIONS:              |                                                               |  |                                  |       |  |                |   |       
|                                    | Accrued bonuses contributed to
capital in exchange for equity |  | $                                |      |  |                | $ | 714    | 

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

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements
(Unaudited)

The financial statements included herein for the periods ended June 30, 2002
and 2003 have been prepared by the Company without audit. In the opinion of
management, all adjustments have been made which are of a normal recurring
nature necessary to present fairly the Companys financial position as of June
30, 2003, and the results of operations and cash flows for the three months and
six months ended June 30, 2002 and 2003. Certain information and footnote
disclosures have been condensed or omitted for these periods. The results for
interim periods are not necessarily indicative of results for the entire year.
Reference is made to the notes to the consolidated financial statements
contained in the Companys Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.



|1. |  | Organization and Business
|-- |  | -------------------------

Brand Intermediate Holdings, Inc. and its subsidiaries (Brand) are 100% owned
by Brand Holdings LLC (the LLC). As of June 30, 2003, the voting equity
interests of the LLC are owned 75.1% by J.P. Morgan Partners and its affiliates
(JPMP) and 24.9% by other equity investors on a fully diluted basis. Brand
Services, Inc. is a wholly owned subsidiary of Brand Intermediate Holdings,
Inc. All references to the Company, we, us, or our mean Brand
Intermediate Holdings, Inc. and its subsidiaries.

Prior to October 16, 2002, Brand Services, Inc. was a wholly owned subsidiary
of DLJ Brand Holdings, Inc. (DLJ Brand or the Predecessor company). On
October 16, 2002, DLJ Brand merged with Brand Acquisition Corp., which was a
wholly-owned subsidiary of the LLC, and was renamed Brand Intermediate
Holdings, Inc. The preceding events are referred to as the Transaction.

The information as of December 31, 2002 and for the three months and six months
ended June 30, 2003 may not be directly comparable to the information provided
related to the Predecessor company as a result of the effect of the revaluation
of assets and liabilities to their estimated fair market values in accordance
with the application of purchase accounting pursuant to Statement of Financial
Accounting Standards No. 141, Business Combinations.

The Company operates in one segment and provides scaffolding services primarily
to refining, petrochemical, chemical, utility and pulp and paper industries,
and to a lesser extent general commercial clients. Scaffolding services are
typically provided in connection with periodic, routine maintenance of
refineries, chemical plants and utilities, as well as for new construction and
renovation projects. The Company provides personnel to erect and dismantle
scaffolding structures, transport scaffolding to project sites and supervise
and manage such activities. In addition, the Company rents and occasionally
sells scaffolding that is classified as property

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and equipment on the consolidated balance sheets. The Company maintains a
substantial inventory of scaffolding in the United States and Canada.



|2. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------

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

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.



|3. |  | Accrued Revenue
|-- |  | ---------------

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



|4. |  | Debt and Borrowing Arrangements
|-- |  | -------------------------------

At December 31, 2002 and June 30, 2003, long-term debt consisted of the
following (in thousands):

|                                              |                      |   |              |       |  |             |          |       | 
|--------------------------------------------- | -------------------- | - | ------------ | ----- |  | ----------- | -------- | ----- | 
|                                              |                      |   |              |       |  |             | June 30, |      
|                                              |                      |   | December 31, |       |  | 2003        |         
|                                              |                      |   | 2002         |       |  | (unaudited) |         
|                                              |                      |   |              |       |  |             |         
|Credit Facility, due 2009                     |                      | $ | 130,000      |       |  | $           | 129,350  |      
|12% Senior Subordinated Notes, due 2012       |                      |   | 150,000      |       |  |             | 150,000  |      
|13% Intermediate Subordinated Notes,
due 2013 |                      |   | 35,962       |       |  |             | 38,220   |      
|                                              |                      |   |              |       |  |            
|                                              |                      |   | 315,962      |       |  |             | 317,570  |      
|Less                                          |                      |   |              |       |  |             |          |      
|                                              | Current portion      |   |              | 1,300 |  |             |          | 1,300 | 
|                                              | Unamortized discount |   |              | 8,230 |  |             |          | 8,032 | 
|                                              |                      |   |              |       |  |            
|                                              |                      | $ | 306,432      |       |  | $           | 308,238  |      
|                                              |                      |   |              |       |  |            

For the three months and six months ended June 30, 2002, the weighted-average
interest rate of loans outstanding under the Old Credit Facility was 5.8% and
5.8%, respectively. For the three months and six months ended June 30, 2003,
the weighted-average interest rate of loans outstanding under the Credit
Facility was 5.3% and 5.4%, respectively.

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|5. |  | Deferred Revenue
|-- |  | ----------------

Deferred revenue represents amounts collected from customers at a faster rate
than work was performed on these contracts. Substantially all of the costs
related to these amounts will be incurred within one year.



|6. |  | Commitments and Contingencies
|-- |  | -----------------------------

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



|7. |  | Comprehensive Income
|-- |  | --------------------

For the three months ended June 30, 2002 and 2003, comprehensive income (loss)
was $1.0 million and $(0.3) million, respectively. For the six months ended
June 30, 2002 and 2003, comprehensive income was $9.5 million and $0.7 million,
respectively.



|8. |  | Income Taxes
|-- |  | ------------

For the six months ended June 30, 2002, the Company reduced the valuation
allowance on deferred tax assets by $7.6 million and recorded an income tax
provision of $7.9 million. During the three months ended March 31, 2002, the
valuation allowance on deferred tax assets was reduced to $0 as the Company
determined that it was more likely than not that all deferred tax assets would
be realized based upon current operating results and anticipated operating
results for future periods. For the six months ended June 30, 2003, the
effective tax rate benefit of 34% is less than the federal statutory rate of
35% primarily due to permanent tax items for the six months ended June 30,
2003. The following table provides a summary of the provision (benefit) for
income taxes for the three months and six months ended June 30, 2002 and 2003:

|                                 |                                      |   |                    |       |  |                    |      |      |               |                  |        |                  |  |   |      |      |  
|-------------------------------- | ------------------------------------ | - | ------------------ | ----- |  | ------------------ | ---- | ---- | ------------- | ---------------- | ------ | ---------------- |  | - | ---- | ---- | -
|                                 |                                      |   | Three Months Ended |       |  |                    |      |      |               | Six Months Ended |        |                  |  |   |     
|                                 |                                      |   | June 30, 2002      |       |  | Three Months Ended |      |      | June 30, 2002 |                  |        | Six Months Ended | 
|                                 |                                      |   | (unaudited)        |       |  | June 30, 2003      |      |      | (unaudited)   |                  |        | June 30, 2003    | 
|                                 |                                      |   | (Predecessor)      |       |  | (unaudited)        |      |      | (Predecessor) |                  |        | (unaudited)      | 
|                                 |                                      |   |                    |       |  |                    |      |      |               |                  |        |                  | 
|Deferred (benefit)
provision     |                                      | $ | 2,321              |       |  | $                  | (816 | )    |               | $                | 7,937  |                  |  | $ | (740 | )   
|Reduction of
valuation allowance |                                      |   |                   |       |  |                    |     |      |               |                  | (7,602 | )                |  |   |     |     
|                                 |                                      |   |                    |       |  |                    |      |      |               |                  |        |                 
|                                 | Provision
(benefit)
for income taxes |   | $                  | 2,321 |  |                    | $    | (816 | )             |                  | $      | 335              |  |   | $    | (740 | )
|                                 |                                      |   |                    |       |  |                    |      |      |               |                  |        |                 

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|9. |  | The Transaction
|-- |  | ---------------

On October 16, 2002, the LLC acquired 100% of DLJ Brand in a stock transaction
accounted for as a business combination using the purchase method of
accounting. The total amount of consideration paid in the Transaction,
including the payment of transaction costs incurred by the buyer, was
approximately $524.4 million. The financial statements of Brand Intermediate
Holdings, Inc. have been prepared utilizing push-down accounting reflecting the
LLCs cost of the acquisition. In connection with the Transaction, the LLC made
a capital contribution to Brand Intermediate Holdings, Inc. in the amount of
$223,498. The following unaudited pro forma results of operations assume that
the Transaction occurred on January 1, 2002:

|               |  |                            |        |   |                          |   |         |  
|-------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------- | -
|               |  | For the three months ended |        |   | For the six months ended |  
|               |  | June 30, 2002              |        |   | June 30, 2002            |  
|               |  | (unaudited)                |        |   | (unaudited)              |  
|               |  |                            |        |   |                          |  
|Total revenues |  | $                          | 89,094 |   |                          | $ | 184,120 |  
|Pretax income  |  |                            | (6,038 | ) |                          |   | (3,936  | )
|Net income     |  |                            | (3,623 | ) |                          |   | (2,362  | )



|10. |  | New Accounting Standards
|--- |  | ------------------------

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees
such as standby letters of credit. It also clarifies that at the time a
company issues a guarantee, the company must recognize an initial liability for
the fair value, or market value, of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements. The initial recognition and initial measurement
provisions apply on a prospective basis to guarantees issued or modified after
December 31, 2002, regardless of the guarantors fiscal year-end. The
disclosure requirements in the Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002. FASB
Interpretation 45 was implemented in the fourth quarter 2002. The adoption of
this FASB Interpretation did not have a material impact on the consolidated
financial statements and disclosures of the Company.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an Amendment of FASB Statement No. 123.
This statement provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements
of Statement 123 to require disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No.

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148 was adopted by the Company on January 1, 2003, with no material impact on
the results of operations of the Company.



|11. |  | Supplemental Consolidating Information
|--- |  | --------------------------------------

The 12% Senior Notes, which are an obligation of Brand Services, Inc. are fully
and unconditionally guaranteed on a senior subordinated, joint, and several
basis by the other domestic subsidiaries of Brand Intermediate Holdings (which
are all 100% owned by Brand Intermediate Holdings) and by Brand Intermediate
Holdings, Inc. Supplemental consolidating information of Brand Intermediate
Holdings, Inc., Brand Services, Inc., the guarantor subsidiaries, and its
foreign non-guarantor subsidiaries is presented below. Investments in
subsidiaries are presented on the equity method of accounting. Separate
financial statements are not provided because management has concluded that the
summarized financial information below provides sufficient information to allow
investors to separately determine the nature of the assets held by and the
operations of the guarantor and non-guarantor subsidiaries.

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Brand Intermediate Holdings, Inc.
Condensed Consolidating Balance Sheet
December 31, 2002

|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              |  |                |         |          |              |         |         |         | 
|---------------------------- | ---------------------------------------------- | ------------------------------------- | ------- | ------- | ------------ |  | --------- | ------------ | ------ | ------------- | ---- | ------ | --------- | ------------ | ------- | ------------ | ------------ |  | -------------- | ------- | -------- | ------------ | ------- | ------- | ------- | 
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         | Brand        |              |  |                |         |          |              | Brand   |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         | Intermediate |              |  | Adjustments    |         |          | Intermediate |        
|                             |                                                |                                       |         | Brand   |              |  | Guarantor |              |        | Non-Guarantor |      |        | Holdings, |              |         | and          |              |  | Holdings, Inc. |        
|Assets                       |                                                | Services, Inc.                        |         |         | Subsidiaries |  |           | Subsidiaries |        |               | Inc. |        |           | Eliminations |         |              | Consolidated | 
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Current Assets:              |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              |  |                |         |          |              |         |        
|                             | Cash and cash equivalents                      |                                       | $       | 3,931   |              |  | $         |             |        |               | $    | 1,480  |           |              | $       |             |              |  | $              | (594    | )        |              | $       | 4,817   |        
|                             | Trade accounts receivable                      |                                       |         |        |              |  |           | 57,044       |        |               |      | 1,419  |           |              |         |             |              |  |                |        |          |              |         | 58,463  |        
|                             | Accrued revenue                                |                                       |         |        |              |  |           | 3,370        |        |               |      | 9      |           |              |         |             |              |  |                |        |          |              |         | 3,379   |        
|                             | Notes receivable, current portion              |                                       |         | 293     |              |  |           | 386          |        |               |      |       |           |              |         |             |              |  |                |        |          |              |         | 679     |        
|                             | Other current assets                           |                                       |         | 4,302   |              |  |           | 8,044        |        |               |      | 783    |           |              |         |             |              |  |                | (688    | )        |              |         | 12,441  |        
|                             | Due from affiliates                            |                                       |         | 78,319  |              |  |           | 1,372        |        |               |      | 218    |           |              |         |             |              |  |                | (79,909 | )        |              |         |        |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|                             |                                                | Total current assets                  |         |         | 86,845       |  |           |              | 70,216 |               |      |        | 3,909     |              |         |              |             |  |                |         | (81,191  | )            |         |         | 79,779  | 
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Property and Equipment:      |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              |  |                |         |          |              |         |        
|                             | Land                                           |                                       |         |        |              |  |           | 843          |        |               |      | 318    |           |              |         |             |              |  |                |        |          |              |         | 1,161   |        
|                             | Buildings and leasehold improvements           |                                       |         | 11      |              |  |           | 2,791        |        |               |      | 318    |           |              |         |             |              |  |                |        |          |              |         | 3,120   |        
|                             | Vehicles and other equipment                   |                                       |         | 5,972   |              |  |           | 14,174       |        |               |      | 3,190  |           |              |         |             |              |  |                |        |          |              |         | 23,336  |        
|                             | Scaffolding equipment                          |                                       |         | 167,864 |              |  |           |             |        |               |      | 11,357 |           |              |         |             |              |  |                |        |          |              |         | 179,221 |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|                             |                                                | Total property and equipment, at cost |         |         | 173,847      |  |           |              | 17,808 |               |      |        | 15,183    |              |         |              |             |  |                |         |         |              |         |         | 206,838 | 
|                             | Less accumulated depreciation and amortization |                                       |         | 5,258   |              |  |           | 1,335        |        |               |      | 960    |           |              |         |             |              |  |                |        |          |              |         | 7,553   |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|                             |                                                | Total property and equipment, net     |         |         | 168,589      |  |           |              | 16,473 |               |      |        | 14,223    |              |         |              |             |  |                |         |         |              |         |         | 199,285 | 
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Due from affiliates          |                                                |                                       | 9,750   |         |              |  |          |              |        |               |     |        |           |              | 36,020  |              |              |  | (45,770        | )       |          |              |        |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Deferred tax asset           |                                                |                                       |        |         |              |  |          |              |        |               |     |        |           |              | 2,375   |              |              |  | (2,375         | )       |          |              |        |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Investment in subsidiaries   |                                                |                                       |        |         |              |  |          |              |        |               |     |        |           |              | 214,314 |              |              |  | (214,314       | )       |          |              |        |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Goodwill                     |                                                |                                       | 247,891 |         |              |  |          |              |        |               |     |        |           |              |        |              |              |  |               |         |          |              | 247,891 |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Customer relationships       |                                                |                                       | 52,777  |         |              |  |          |              |        |               |     |        |           |              |        |              |              |  |               |         |          |              | 52,777  |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|Intangibles and other assets |                                                |                                       | 25,023  |         |              |  |          |              |        |               |     |        |           |              | 983     |              |              |  |               |         |          |              | 26,006  |        
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 
|                             |                                                | Total assets                          |         | $       | 590,875      |  |           | $            | 86,689 |               |      | $      | 18,132    |              |         | $            | 253,692      |  |                | $       | (343,650 | )            |         | $       | 605,738 | 
|                             |                                                |                                       |         |         |              |  |           |              |        |               |      |        |           |              |         |              |              | 

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brand Intermediate Holdings, Inc.
Condensed Consolidating Balance Sheet
December 31, 2002 (continued)

|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         |        |        | 
|---------------------------------------------------- | ------------------------------------------------------------ | ------------------------- | ------- | ------ | ------------ | - | ------ | ------------- | ------ | - | -------------- | ----- | ----- | ------------ | ------- | ----- | -------------- | - | ----------- | ------- | ------- | ------------ | ------- | ------ | ------ | 
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         | Brand  |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         | Brand |                |   | Adjustments |         |         | Intermediate |        
|Liabilities and Stockholder's Equity                 |                                                              | Brand                     |         |        | Guarantor    |   |        | Non-Guarantor |        |   | Intermediate   |       |       | and          |         |       | Holdings, Inc. |  
|(Deficit)                                            |                                                              | Services, Inc.            |         |        | Subsidiaries |   |        | Subsidiaries  |        |   | Holdings, Inc. |       |       | Eliminations |         |       | Consolidated   |  
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Current Liabilities:                                 |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         |       
|                                                     | Current maturities of long-term debt                         |                           | $       | 1,300  |              |   | $      |              |        |   | $              |      |       |              | $       |      |                |   | $           |        |         |              | $       | 1,300  |       
|                                                     | Notes payable and capital lease obligations, current portion |                           |         | 1,883  |              |   |        |              |        |   |                |      |       |              |         |      |                |   |             |        |         |              |         | 1,883  |       
|                                                     | Accounts payable and accrued expenses                        |                           |         | 31,883 |              |   |        | 8,340         |        |   |                | 337   |       |              |         |      |                |   |             | (1,282  | )       |              |         | 39,278 |       
|                                                     | Deferred revenue                                             |                           |         | 300    |              |   |        | 1,164         |        |   |                | 4     |       |              |         |      |                |   |             |        |         |              |         | 1,468  |       
|                                                     | Due to affiliates                                            |                           |         | 1,372  |              |   |        | 72,795        |        |   |                | 5,742 |       |              |         |      |                |   |             | (79,909 | )       |              |         |       |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|                                                     |                                                              | Total current liabilities |         |        | 36,738       |   |        |               | 82,299 |   |                |       | 6,083 |              |         |       |               |   |             |         | (81,191 | )            |         |        | 43,929 | 
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Long-term debt                                       |                                                              |                           | 274,533 |        |              |   |       |               |        |   |               |       |       |              | 31,899  |       |                |   |            |         |         |              | 306,432 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Notes payable and capital lease obligations          |                                                              |                           | 825     |        |              |   |       |               |        |   |               |       |       |              |        |       |                |   |            |         |         |              | 825     |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Deferred income taxes                                |                                                              |                           | 31,807  |        |              |   |       |               |        |   | 3,327          |       |       |              |        |       |                |   | (2,375      | )       |         |              | 32,759  |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Due to affiliates                                    |                                                              |                           | 36,020  |        |              |   |       |               |        |   | 9,750          |       |       |              |        |       |                |   | (45,770     | )       |         |              |        |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Total stockholders equity (deficit)                 |                                                              |                           | 210,952 |        |              |   | 4,390  |               |        |   | (1,028         | )     |       |              | 221,793 |       |                |   | (214,314    | )       |         |              | 221,793 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Total liabilities and stockholders equity (deficit) |                                                              | $                         | 590,875 |        |              | $ | 86,689 |               |        | $ | 18,132         |       |       | $            | 253,692 |       |                | $ | (343,650    | )       |         | $            | 605,738 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Brand Intermediate Holdings, Inc.
Condensed Consolidating Balance Sheet
June 30, 2003

|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |   |          |                |          |         |              |         |         |        | 
|---------------------------- | ---------------------------------------------- | ------------------------------------- | -------------------- | ------- | ------------ | ------ | --- | ------------ | ------ | ------ | -------------- | ------ | ------ | ------------ | ------- | - | ------------ | - | -------- | -------------- | -------- | ------- | ------------ | ------- | ------- | ------ | 
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |   |          |                |          |         | Brand        |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   | Brand        |   |          | Adjustments    |          |         | Intermediate |        
|                             |                                                |                                       |                      |         | Brand        |        |     | Guarantor    |        |        | Non-Guarantor  |        |        | Intermediate |         |   | and          |   |          | Holdings, Inc. |         
|Assets                       |                                                | Services, Inc.                        |                      |         | Subsidiaries |        |     | Subsidiaries |        |        | Holdings, Inc. |        |        | Eliminations |         |   | Consolidated |  
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Current Assets:              |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |   |          |                |          |         |              |        
|                             | Cash and cash equivalents                      |                                       | $                    | 22,729  |              |        | $   |             |        |        | $              | 644    |        |              | $       |  |              |   | $        | (53            | )        |         | $            | 23,320  |        
|                             | Trade accounts receivable                      |                                       |                      |        |              |        |     | 49,503       |        |        |                | 2,293  |        |              |         |  |              |   |          |               |          |         |              | 51,796  |        
|                             | Accrued revenue                                |                                       |                      |        |              |        |     | 2,267        |        |        |                | 186    |        |              |         |  |              |   |          |               |          |         |              | 2,453   |        
|                             | Notes receivable, current portion              |                                       |                      | 21      |              |        |     | 695          |        |        |                |       |        |              |         |  |              |   |          |               |          |         |              | 716     |        
|                             | Other current assets                           |                                       |                      | 2,082   |              |        |     | 7,859        |        |        |                | 1,491  |        |              |         |  |              |   |          | (1,377         | )        |         |              | 10,055  |        
|                             | Due from affiliates                            |                                       |                      | 52,874  |              |        |     | 1,434        |        |        |                | 393    |        |              |         |  |              |   |          | (54,701        | )        |         |              |        |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|                             |                                                |                                       | Total current assets |         |              | 77,706 |     |              |        | 61,758 |                |        |        | 5,007        |         |   |              |  |          |                |          | (56,131 | )            |         |         | 88,340 | 
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Property and Equipment:      |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |   |          |                |          |         |              |        
|                             | Land                                           |                                       |                      |        |              |        |     | 849          |        |        |                | 371    |        |              |         |  |              |   |          |               |          |         |              | 1,220   |        
|                             | Buildings and leasehold improvements           |                                       |                      | 11      |              |        |     | 2,985        |        |        |                | 379    |        |              |         |  |              |   |          |               |          |         |              | 3,375   |        
|                             | Vehicles and other equipment                   |                                       |                      | 6,223   |              |        |     | 15,166       |        |        |                | 3,762  |        |              |         |  |              |   |          |               |          |         |              | 25,151  |        
|                             | Scaffolding equipment                          |                                       |                      | 171,279 |              |        |     |             |        |        |                | 13,325 |        |              |         |  |              |   |          |               |          |         |              | 184,604 |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|                             |                                                | Total property and equipment, at cost |                      |         | 177,513      |        |     |              | 19,000 |        |                |        | 17,837 |              |         |   |             |   |          |                |         |         |              |         | 214,350 |       
|                             | Less accumulated depreciation and amortization |                                       |                      | 16,638  |              |        |     | 5,379        |        |        |                | 4,336  |        |              |         |  |              |   |          |               |          |         |              | 26,353  |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|                             |                                                | Total property and equipment, net     |                      |         | 160,875      |        |     |              | 13,621 |        |                |        | 13,501 |              |         |   |             |   |          |                |         |         |              |         | 187,997 |       
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Due from affiliates          |                                                |                                       | 9,750                |         |              |        |    |              |        |        |               |        |        |              | 38,366  |   |              |   | (48,116  | )              |          |         |             |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Deferred tax asset           |                                                |                                       |                     |         |              |        |    |              |        |        |               |        |        |              | 2,375   |   |              |   | (2,375   | )              |          |         |             |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Investment in subsidiaries   |                                                |                                       |                     |         |              |        |    |              |        |        |               |        |        |              | 215,735 |   |              |   | (215,735 | )              |          |         |             |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Goodwill                     |                                                |                                       | 248,239              |         |              |        |    |              |        |        |               |        |        |              |        |   |              |   |         |                |          |         | 248,239      |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Customer relationships       |                                                |                                       | 50,531               |         |              |        |    |              |        |        |               |        |        |              |        |   |              |   |         |                |          |         | 50,531       |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|Intangibles and other assets |                                                |                                       | 24,439               |         |              |        | 114 |              |        |        |               |        |        |              | 977     |   |              |   |         |                |          |         | 25,530       |        
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  
|                             |                                                | Total assets                          |                      | $       | 571,540      |        |     | $            | 75,493 |        |                | $      | 18,508 |              |         | $ | 257,453      |   |          | $              | (322,357 | )       |              | $       | 600,637 |       
|                             |                                                |                                       |                      |         |              |        |     |              |        |        |                |        |        |              |         |   |              |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brand Intermediate Holdings, Inc.
Condensed Consolidating Balance Sheet
June 30, 2003 (Continued)

|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         |        |        | 
|---------------------------------------------------- | ------------------------------------------------------------ | ------------------------- | ------- | ------ | ------------ | - | ------ | ------------- | ------ | - | -------------- | ----- | ----- | ------------ | ------- | ----- | -------------- | - | ----------- | ------- | ------- | ------------ | ------- | ------ | ------ | 
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         | Brand  |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         | Brand |                |   | Adjustments |         |         | Intermediate |        
|Liabilities and Stockholder's Equity                 |                                                              | Brand                     |         |        | Guarantor    |   |        | Non-Guarantor |        |   | Intermediate   |       |       | and          |         |       | Holdings, Inc. |  
|(Deficit)                                            |                                                              | Services, Inc.            |         |        | Subsidiaries |   |        | Subsidiaries  |        |   | Holdings, Inc. |       |       | Eliminations |         |       | Consolidated   |  
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Current Liabilities:                                 |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |   |             |         |         |              |         |       
|                                                     | Current maturities of long-term debt                         |                           | $       | 1,300  |              |   | $      |              |        |   | $              |      |       |              | $       |      |                |   | $           |        |         |              | $       | 1,300  |       
|                                                     | Notes payable and capital lease obligations, current portion |                           |         | 1,170  |              |   |        |              |        |   |                |      |       |              |         |      |                |   |             |        |         |              |         | 1,170  |       
|                                                     | Accounts payable and accrued expenses                        |                           |         | 26,967 |              |   |        | 5,824         |        |   |                | 531   |       |              |         |      |                |   |             | (1,430  | )       |              |         | 31,892 |       
|                                                     | Deferred revenue                                             |                           |         | 300    |              |   |        | 1,580         |        |   |                |      |       |              |         |      |                |   |             |        |         |              |         | 1,880  |       
|                                                     | Due to affiliates                                            |                           |         | 1,434  |              |   |        | 47,525        |        |   |                | 5,742 |       |              |         |      |                |   |             | (54,701 | )       |              |         |       |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|                                                     |                                                              | Total current liabilities |         |        | 31,171       |   |        |               | 54,929 |   |                |       | 6,273 |              |         |       |               |   |             |         | (56,131 | )            |         |        | 36,242 | 
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Long-term debt                                       |                                                              |                           | 273,999 |        |              |   |       |               |        |   |               |       |       |              | 34,239  |       |                |   |            |         |         |              | 308,238 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Notes payable and capital lease obligations          |                                                              |                           | 495     |        |              |   |       |               |        |   |               |       |       |              |        |       |                |   |            |         |         |              | 495     |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Deferred income taxes                                |                                                              |                           | 30,944  |        |              |   |       |               |        |   | 3,879          |       |       |              |        |       |                |   | (2,375      | )       |         |              | 32,448  |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Due to affiliates                                    |                                                              |                           | 38,366  |        |              |   |       |               |        |   | 9,750          |       |       |              |        |       |                |   | (48,116     | )       |         |              |        |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Total stockholders equity (deficit)                 |                                                              |                           | 196,565 |        |              |   | 20,564 |               |        |   | (1,394         | )     |       |              | 223,214 |       |                |   | (215,735    | )       |         |              | 223,214 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  
|Total liabilities and stockholders equity (deficit) |                                                              | $                         | 571,540 |        |              | $ | 75,493 |               |        | $ | 18,508         |       |       | $            | 257,453 |       |                | $ | (322,357    | )       |         | $            | 600,637 |       
|                                                     |                                                              |                           |         |        |              |   |        |               |        |   |                |       |       |              |         |       |                |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DLJ Brand Holdings, Inc. (Predecessor)
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2002

|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |   |                |             |        |   |           |        |        | 
|---------------------------------------------------- | ------------------------------- | --------------------------------------------- | ------ | -------------- | ------- | - | ------------ | ------ | ------ | ------------- | --- | ----- | -------------- |  | ------ | ------------ | --- | - | -------------- | ----------- | ------ | - | --------- | ------ | ------ | 
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |   |                | Adjustments |        |   | DLJ Brand |       
|                                                     |                                 |                                               |        | Brand          |         |   | Guarantor    |        |        | Non-Guarantor |     |       | DLJ Brand      |  |        | and          |     |   | Holdings, Inc. |            
|                                                     |                                 |                                               |        | Services, Inc. |         |   | Subsidiaries |        |        | Subsidiaries  |     |       | Holdings, Inc. |  |        | Eliminations |     |   | Consolidated   |            
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |   |                |            
|Revenue:                                             |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |   |                |             |        |   |           |       
|                                                     | Labor                           |                                               | $      |               |         |   | $            | 64,375 |        |               | $   | 3,551 |                |  | $      |             |     |   | $              |            |        |   | $         | 67,926 |       
|                                                     | Equipment rental                |                                               |        |               |         |   |              | 17,450 |        |               |     | 1,121 |                |  |        |             |     |   |                |            |        |   |           | 18,571 |       
|                                                     | Equipment sales                 |                                               |        |               |         |   |              | 3,443  |        |               |     | 130   |                |  |        |             |     |   |                | (976        | )      |   |           | 2,597  |       
|                                                     | Intercompany revenue            |                                               |        | 5,250          |         |   |              | 11     |        |               |     |      |                |  |        |             |     |   |                | (5,261      | )      |   |           |       |       
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Total revenues                                |        |                | 5,250   |   |              |        | 85,279 |               |     |       | 4,802          |  |        |              |    |   |                |             | (6,237 | ) |           |        | 89,094 | 
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|Operating expenses:                                  |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |   |                |             |        |   |           |       
|                                                     | Labor                           |                                               |        |               |         |   |              | 51,127 |        |               |     | 3,047 |                |  |        |             |     |   |                | (300        | )      |   |           | 53,874 |       
|                                                     | Equipment rental                |                                               |        | 4,832          |         |   |              | 1,154  |        |               |     | 814   |                |  |        |             |     |   |                |            |        |   |           | 6,800  |       
|                                                     | Equipment sales                 |                                               |        |               |         |   |              | 2,788  |        |               |     | 100   |                |  |        |             |     |   |                | (1,117      | )      |   |           | 1,771  |       
|                                                     | Divisional operating expenses   |                                               |        | 8              |         |   |              | 4,000  |        |               |     | 116   |                |  |        |             |     |   |                |            |        |   |           | 4,124  |       
|                                                     | Intercompany operating expenses |                                               |        |               |         |   |              | 5,250  |        |               |     | 11    |                |  |        |             |     |   |                | (5,261      | )      |   |           |       |       
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Total operating expenses                      |        |                | 4,840   |   |              |        | 64,319 |               |     |       | 4,088          |  |        |              |    |   |                |             | (6,678 | ) |           |        | 66,569 | 
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Gross profit                                  |        |                | 410     |   |              |        | 20,960 |               |     |       | 714            |  |        |              |    |   |                |             | 441    |   |           |        | 22,525 | 
|Selling and administrative expenses                  |                                 |                                               | 3,661  |                |         |   | 6,125        |        |        |               | 277 |       |                |  |       |              |     |   |               |             |        |   | 10,063    |       
|Non-cash compensation expense                        |                                 |                                               | 2,479  |                |         |   |             |        |        |               |    |       |                |  | 12     |              |     |   |               |             |        |   | 2,491     |       
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Operating income (loss)                       |        |                | (5,730  | ) |              |        | 14,835 |               |     |       | 437            |  |        |              | (12 | ) |                |             | 441    |   |           |        | 9,971  | 
|Interest expense                                     |                                 |                                               | 4,496  |                |         |   | 1            |        |        |               |    |       |                |  | 568    |              |     |   | (5             | )           |        |   | 5,060     |       
|Interest income                                      |                                 |                                               | (38    | )              |         |   |             |        |        |               | (6  | )     |                |  |       |              |     |   | 5              |             |        |   | (39       | )     
|Accretion of preferred stock dividends of subsidiary |                                 |                                               | 2,068  |                |         |   |             |        |        |               |    |       |                |  |       |              |     |   |               |             |        |   | 2,068     |       
|Equity in loss (income) of subsidiaries              |                                 |                                               |       |                |         |   |             |        |        |               |    |       |                |  | (1,440 | )            |     |   | 1,440          |             |        |   |          |       
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Income (loss) before provision for income tax |        |                | (12,256 | ) |              |        | 14,834 |               |     |       | 443            |  |        |              | 860 |   |                |             | (999   | ) |           |        | 2,882  | 
|Provision (benefit) for income tax                   |                                 |                                               | (4,102 | )              |         |   | 5,934        |        |        |               | 190 |       |                |  | 299    |              |     |   |               |             |        |   | 2,321     |       
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  
|                                                     |                                 | Net income (loss)                             |        | $              | (8,154  | ) |              | $      | 8,900  |               |     | $     | 253            |  |        | $            | 561 |   |                | $           | (999   | ) |           | $      | 561    | 
|                                                     |                                 |                                               |        |                |         |   |              |        |        |               |     |       |                |  |        |              |     |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brand Intermediate Holdings, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2003

|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |   |                |        |        |              |        |        |        |  
|--------------------------------------- | ------------------------------- | --------------------------------------------- | ------ | -------------- | ------- | - | ------------ | ------ | ------ | ------------- | ---- | ----- | -------------- | - | ------ | ------------ | ------ | - | -------------- | ------ | ------ | ------------ | ------ | ------ | ------ | -
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |   |                |        |        |              |        | Brand  |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        | Brand        |        |   | Adjustments    |        |        | Intermediate |       
|                                        |                                 |                                               |        | Brand          |         |   | Guarantor    |        |        | Non-Guarantor |      |       | Intermediate   |   |        | and          |        |   | Holdings, Inc. |       
|                                        |                                 |                                               |        | Services, Inc. |         |   | Subsidiaries |        |        | Subsidiaries  |      |       | Holdings, Inc. |   |        | Eliminations |        |   | Consolidated   |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |   |                |       
|Revenue:                                |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |   |                |        |        |              |        |       
|                                        | Labor                           |                                               | $      |               |         |   | $            | 65,103 |        |               | $    | 3,141 |                |   | $      |             |        |   | $              |       |        |              | $      | 68,244 |       
|                                        | Equipment rental                |                                               |        |               |         |   |              | 18,041 |        |               |      | 643   |                |   |        |             |        |   |                |       |        |              |        | 18,684 |       
|                                        | Equipment sales                 |                                               |        |               |         |   |              | 2,026  |        |               |      | 30    |                |   |        |             |        |   |                | (530   | )      |              |        | 1,526  |       
|                                        | Intercompany revenue            |                                               |        | 1,947          |         |   |              | 14     |        |               |      |      |                |   |        |             |        |   |                | (1,961 | )      |              |        |       |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Total revenues                                |        |                | 1,947   |   |              |        | 85,184 |               |      |       | 3,814          |   |        |              |       |   |                |        | (2,491 | )            |        |        | 88,454 |  
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|Operating expenses:                     |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |   |                |        |        |              |        |       
|                                        | Labor                           |                                               |        |               |         |   |              | 53,470 |        |               |      | 2,871 |                |   |        |             |        |   |                | (426   | )      |              |        | 55,915 |       
|                                        | Equipment rental                |                                               |        | 7,479          |         |   |              | 1,027  |        |               |      | 1,531 |                |   |        |             |        |   |                |       |        |              |        | 10,037 |       
|                                        | Equipment sales                 |                                               |        |               |         |   |              | 1,667  |        |               |      | 33    |                |   |        |             |        |   |                | (619   | )      |              |        | 1,081  |       
|                                        | Divisional operating expenses   |                                               |        | 134            |         |   |              | 3,774  |        |               |      | 117   |                |   |        |             |        |   |                |       |        |              |        | 4,025  |       
|                                        | Intercompany operating expenses |                                               |        |               |         |   |              | 1,947  |        |               |      | 14    |                |   |        |             |        |   |                | (1,961 | )      |              |        |       |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Total operating expenses                      |        |                | 7,613   |   |              |        | 61,885 |               |      |       | 4,566          |   |        |              |       |   |                |        | (3,006 | )            |        |        | 71,058 |  
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Gross profit                                  |        |                | (5,666  | ) |              |        | 23,299 |               |      |       | (752           | ) |        |              |       |   |                |        | 515    |              |        |        | 17,396 |  
|Selling and administrative expenses     |                                 |                                               | 4,078  |                |         |   | 7,221        |        |        |               | 339  |       |                |   |       |              |        |   |               |        |        |              | 11,638 |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Operating income (loss)                       |        |                | (9,744  | ) |              |        | 16,078 |               |      |       | (1,091         | ) |        |              |       |   |                |        | 515    |              |        |        | 5,758  |  
|Interest expense                        |                                 |                                               | 7,025  |                |         |   | 1            |        |        |               |     |       |                |   | 1,161  |              |        |   |               |        |        |              | 8,187  |       
|Interest income                         |                                 |                                               | (53    | )              |         |   | (2           | )      |        |               | (7   | )     |                |   |       |              |        |   |               |        |        |              | (62    | )     
|Intercompany interest                   |                                 |                                               | 1,161  |                |         |   |             |        |        |               |     |       |                |   | (1,161 | )            |        |   |               |        |        |              |       |       
|Equity in loss (income) of subsidiaries |                                 |                                               |       |                |         |   |              |        |        |               |      |       |                |   | 1,551  |              |        |   | (1,551         | )      |        |              |       |       
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Income (loss) before provision for
income tax |        |                | (17,877 | ) |              |        | 16,079 |               |      |       | (1,084         | ) |        |              | (1,551 | ) |                |        | 2,066  |              |        |        | (2,367 | )
|Provision (benefit) for income tax      |                                 |                                               | (6,782 | )              |         |   | 6,432        |        |        |               | (466 | )     |                |   |       |              |        |   |               |        |        |              | (816   | )     
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  
|                                        |                                 | Net income (loss)                             |        | $              | (11,095 | ) |              | $      | 9,647  |               |      | $     | (618           | ) |        | $            | (1,551 | ) |                | $      | 2,066  |              |        | $      | (1,551 | )
|                                        |                                 |                                               |        |                |         |   |              |        |        |               |      |       |                |   |        |              |        |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DLJ Brand Holdings, Inc. (Predecessor)
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2002

|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |   |                |             |         |   |           |         |         | 
|---------------------------------------------------- | ------------------------------- | --------------------------------------------- | ------- | -------------- | ------- | - | ------------ | ------- | ------- | ------------- | --- | ----- | -------------- |  | ------ | ------------ | ------ | - | -------------- | ----------- | ------- | - | --------- | ------- | ------- | 
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |   |                | Adjustments |         |   | DLJ Brand |        
|                                                     |                                 |                                               |         | Brand          |         |   | Guarantor    |         |         | Non-Guarantor |     |       | DLJ Brand      |  |        | and          |        |   | Holdings, Inc. |            
|                                                     |                                 |                                               |         | Services, Inc. |         |   | Subsidiaries |         |         | Subsidiaries  |     |       | Holdings, Inc. |  |        | Eliminations |        |   | Consolidated   |            
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |   |                |            
|Revenue:                                             |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |   |                |             |         |   |           |        
|                                                     | Labor                           |                                               | $       |               |         |   | $            | 135,342 |         |               | $   | 5,437 |                |  | $      |             |        |   | $              |            |         |   | $         | 140,779 |        
|                                                     | Equipment rental                |                                               |         |               |         |   |              | 36,113  |         |               |     | 1,867 |                |  |        |             |        |   |                |            |         |   |           | 37,980  |        
|                                                     | Equipment sales                 |                                               |         |               |         |   |              | 6,755   |         |               |     | 142   |                |  |        |             |        |   |                | (1,536      | )       |   |           | 5,361   |        
|                                                     | Intercompany revenue            |                                               |         | 10,704         |         |   |              | 19      |         |               |     |      |                |  |        |             |        |   |                | (10,723     | )       |   |           |        |        
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Total revenues                                |         |                | 10,704  |   |              |         | 178,229 |               |     |       | 7,446          |  |        |              |       |   |                |             | (12,259 | ) |           |         | 184,120 | 
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|Operating expenses:                                  |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |   |                |             |         |   |           |        
|                                                     | Labor                           |                                               |         |               |         |   |              | 108,173 |         |               |     | 4,756 |                |  |        |             |        |   |                | (230        | )       |   |           | 112,699 |        
|                                                     | Equipment rental                |                                               |         | 9,209          |         |   |              | 2,119   |         |               |     | 1,454 |                |  |        |             |        |   |                |            |         |   |           | 12,782  |        
|                                                     | Equipment sales                 |                                               |         |               |         |   |              | 5,357   |         |               |     | 108   |                |  |        |             |        |   |                | (1,895      | )       |   |           | 3,570   |        
|                                                     | Divisional operating expenses   |                                               |         | 30             |         |   |              | 8,010   |         |               |     | 205   |                |  |        |             |        |   |                |            |         |   |           | 8,245   |        
|                                                     | Intercompany operating expenses |                                               |         |               |         |   |              | 10,704  |         |               |     | 19    |                |  |        |             |        |   |                | (10,723     | )       |   |           |        |        
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Total operating expenses                      |         |                | 9,239   |   |              |         | 134,363 |               |     |       | 6,542          |  |        |              |       |   |                |             | (12,848 | ) |           |         | 137,296 | 
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Gross profit                                  |         |                | 1,465   |   |              |         | 43,866  |               |     |       | 904            |  |        |              |       |   |                |             | 589     |   |           |         | 46,824  | 
|Selling and administrative expenses                  |                                 |                                               | 6,487   |                |         |   | 12,665       |         |         |               | 497 |       |                |  |       |              |        |   |               |             |         |   | 19,649    |        
|Non-cash compensation expense                        |                                 |                                               | 2,479   |                |         |   |             |         |         |               |    |       |                |  | 12     |              |        |   |               |             |         |   | 2,491     |        
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Operating income (loss)                       |         |                | (7,501  | ) |              |         | 31,201  |               |     |       | 407            |  |        |              | (12    | ) |                |             | 589     |   |           |         | 24,684  | 
|Interest expense                                     |                                 |                                               | 8,941   |                |         |   |             |         |         |               |    |       |                |  | 1,113  |              |        |   | (8             | )           |         |   | 10,046    |        
|Interest income                                      |                                 |                                               | (99     | )              |         |   | (1           | )       |         |               | (8  | )     |                |  |       |              |        |   | 8              |             |         |   | (100      | )      
|Accretion of preferred stock dividends of subsidiary |                                 |                                               | 4,063   |                |         |   |             |         |         |               |    |       |                |  |       |              |        |   |               |             |         |   | 4,063     |        
|Equity in loss (income) of subsidiaries              |                                 |                                               |        |                |         |   |             |         |         |               |    |       |                |  | (9,731 | )            |        |   | 9,731          |             |         |   |          |        
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Income (loss) before provision for
income tax |         |                | (20,406 | ) |              |         | 31,202  |               |     |       | 415            |  |        |              | 8,606  |   |                |             | (9,142  | ) |           |         | 10,675  | 
|Provision (benefit) for income tax                   |                                 |                                               | (10,590 | )              |         |   | 12,481       |         |         |               | 178 |       |                |  | (1,734 | )            |        |   |               |             |         |   | 335       |        
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  
|                                                     |                                 | Net income (loss)                             |         | $              | (9,816  | ) |              | $       | 18,721  |               |     | $     | 237            |  |        | $            | 10,340 |   |                | $           | (9,142  | ) |           | $       | 10,340  | 
|                                                     |                                 |                                               |         |                |         |   |              |         |         |               |     |       |                |  |        |              |        |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brand Intermediate Holdings, Inc.
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2003

|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |        |        |              |        |         |         |  
|--------------------------------------- | ------------------------------- | --------------------------------------------- | ------- | -------------- | ------- | - | ------------ | ------- | ------- | ------------- | ------ | ----- | -------------- | - | ------ | ------------ | ------ | - | -------------- | ------ | ------ | ------------ | ------ | ------- | ------- | -
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |        |        |              |        | Brand   |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        | Brand        |        |   | Adjustments    |        |        | Intermediate |       
|                                        |                                 |                                               |         | Brand          |         |   | Guarantor    |         |         | Non-Guarantor |        |       | Intermediate   |   |        | and          |        |   | Holdings, Inc. |       
|                                        |                                 |                                               |         | Services, Inc. |         |   | Subsidiaries |         |         | Subsidiaries  |        |       | Holdings, Inc. |   |        | Eliminations |        |   | Consolidated   |       
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |       
|Revenue:                                |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |        |        |              |        |        
|                                        | Labor                           |                                               | $       |               |         |   | $            | 140,628 |         |               | $      | 4,692 |                |   | $      |             |        |   | $              |       |        |              | $      | 145,320 |        
|                                        | Equipment rental                |                                               |         |               |         |   |              | 36,822  |         |               |        | 1,109 |                |   |        |             |        |   |                |       |        |              |        | 37,931  |        
|                                        | Equipment sales                 |                                               |         |               |         |   |              | 4,396   |         |               |        | 63    |                |   |        |             |        |   |                | (1,027 | )      |              |        | 3,432   |        
|                                        | Intercompany revenue            |                                               |         | 4,013          |         |   |              | 21      |         |               |        |      |                |   |        |             |        |   |                | (4,034 | )      |              |        |        |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|                                        |                                 | Total revenues                                |         |                | 4,013   |   |              |         | 181,867 |               |        |       | 5,864          |   |        |              |       |   |                |        | (5,061 | )            |        |         | 186,683 |  
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|Operating expenses:                     |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |        |        |              |        |        
|                                        | Labor                           |                                               |         |               |         |   |              | 115,261 |         |               |        | 4,337 |                |   |        |             |        |   |                | (302   | )      |              |        | 119,296 |        
|                                        | Equipment rental                |                                               |         | 14,943         |         |   |              | 2,039   |         |               |        | 3,039 |                |   |        |             |        |   |                |       |        |              |        | 20,021  |        
|                                        | Equipment sales                 |                                               |         |               |         |   |              | 3,470   |         |               |        | 58    |                |   |        |             |        |   |                | (1,204 | )      |              |        | 2,324   |        
|                                        | Divisional operating expenses   |                                               |         | 152            |         |   |              | 7,736   |         |               |        | 226   |                |   |        |             |        |   |                |       |        |              |        | 8,114   |        
|                                        | Intercompany operating expenses |                                               |         |               |         |   |              | 4,013   |         |               |        | 21    |                |   |        |             |        |   |                | (4,034 | )      |              |        |        |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|                                        |                                 | Total operating expenses                      |         |                | 15,095  |   |              |         | 132,519 |               |        |       | 7,681          |   |        |              |       |   |                |        | (5,540 | )            |        |         | 149,755 |  
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|                                        |                                 | Gross profit                                  |         |                | (11,082 | ) |              |         | 49,348  |               |        |       | (1,817         | ) |        |              |       |   |                |        | 479    |              |        |         | 36,928  |  
|Selling and administrative expenses     |                                 |                                               | 8,516   |                |         |   | 13,967       |         |         |               | 586    |       |                |   |       |              |        |   |               |        |        |              | 23,069 |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|                                        |                                 | Operating income (loss)                       |         |                | (19,598 | ) |              |         | 35,381  |               |        |       | (2,403         | ) |        |              |       |   |                |        | 479    |              |        |         | 13,859  |  
|Interest expense                        |                                 |                                               | 13,795  |                |         |   | 1            |         |         |               |       |       |                |   | 2,346  |              |        |   |               |        |        |              | 16,142 |        
|Interest income                         |                                 |                                               | (89     | )              |         |   | (2           | )       |         |               | (14    | )     |                |   |       |              |        |   |               |        |        |              | (105   | )      
|Intercompany interest                   |                                 |                                               | 2,346   |                |         |   |             |         |         |               |       |       |                |   | (2,346 | )            |        |   |               |        |        |              |       |        
|Equity in loss (income) of subsidiaries |                                 |                                               |        |                |         |   |              |         |         |               |        |       |                |   | 1,438  |              |        |   | (1,438         | )      |        |              |       |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  
|                                        |                                 | Income (loss) before provision for
income tax |         |                | (35,650 | ) |              |         | 35,382  |               |        |       | (2,389         | ) |        |              | (1,438 | ) |                |        | 1,917  |              |        |         | (2,178  | )
|Provision (benefit) for income tax      |                                 |                                               | (13,866 | )              |         |   | 14,153       |         |         |               | (1,027 | )     |                |   |       |              |        |   |                |        |        |              | 740    |        
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |   |                |       
|                                        |                                 | Net income (loss)                             |         | $              | (21,784 | ) |              | $       | 21,229  |               |        | $     | (1,362         | ) |        | $            | (1,438 | ) |                | $      | 1,917  |              |        | $       | (1,438  | )
|                                        |                                 |                                               |         |                |         |   |              |         |         |               |        |       |                |   |        |              |        |  

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##### Table of Contents



BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DLJ Brand Holdings, Inc. (Predecessor)
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2002

|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |             |      |   |           |   |         |  
|------------------------------------------------------ |  | -------------- | ------- | - | ------------ | - | ---- | ------------- |  | - | -------------- | - |  | ------------ | --- | - | -------------- | ----------- | ---- | - | --------- | - | ------- | -
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                | Adjustments |      |   | DLJ Brand |  
|                                                       |  | Brand          |         |   | Guarantor    |   |      | Non-Guarantor |  |   | DLJ Brand      |   |  | and          |     |   | Holdings, Inc. |            
|                                                       |  | Services, Inc. |         |   | Subsidiaries |   |      | Subsidiaries  |  |   | Holdings, Inc. |   |  | Eliminations |     |   | Consolidated   |            
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |             |      |   |           |   |         |  
|Net cash provided by (used for) operating activities   |  | $              | 21,689  |   |              | $ | 316  |               |  | $ | (146           | ) |  | $            |    |   |                | $           | 13   |   |           | $ | 21,872  |  
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |             |      |   |           |   |         |  
|Purchases of property and equipment                    |  |                | (6,651  | ) |              |   | (316 | )             |  |   | (602           | ) |  |              |    |   |                |             |     |   |           |   | (7,569  | )
|Proceeds from sales of property and equipment          |  |                | 1,366   |   |              |   |     |               |  |   |               |   |  |              |    |   |                |             |     |   |           |   | 1,366   |  
|Investment in subsidiaries                             |  |                | 67      |   |              |   |     |               |  |   |               |   |  |              | (67 | ) |                |             |     |   |           |   |        |  
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|Net cash used for investing activities                 |  |                | (5,218  | ) |              |   | (316 | )             |  |   | (602           | ) |  |              | (67 | ) |                |             |     |   |           |   | (6,203  | )
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |             |      |   |           |   |         |  
|Payments of long-term debt                             |  |                | (23,250 | ) |              |   |     |               |  |   |               |   |  |              |    |   |                |             |     |   |           |   | (23,250 | )
|Redemptions and exercises of parent company stock, net |  |                |        |   |              |   |     |               |  |   |               |   |  |              | 67  |   |                |             |     |   |           |   | 67      |  
|Payments on capital lease obligations                  |  |                | (690    | ) |              |   |     |               |  |   |               |   |  |              |    |   |                |             |     |   |           |   | (690    | )
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|Net cash used for financing activities                 |  |                | (23,940 | ) |              |   |     |               |  |   |               |   |  |              | 67  |   |                |             |     |   |           |   | (23,873 | )
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS       |  |                | (7,469  | ) |              |   |     |               |  |   | (748           | ) |  |              |    |   |                |             | 13   |   |           |   | (8,204  | )
|CASH AND CASH EQUIVALENTS, beginning of period         |  |                | 10,788  |   |              |   |     |               |  |   | 2,057          |   |  |              |    |   |                |             | (185 | ) |           |   | 12,660  |  
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            
|CASH AND CASH EQUIVALENTS, end of period               |  | $              | 3,319   |   |              | $ |     |               |  | $ | 1,309          |   |  | $            |    |   |                | $           | (172 | ) |           | $ | 4,456   |  
|                                                       |  |                |         |   |              |   |      |               |  |   |                |   |  |              |     |   |                |            

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brand Intermediate Holdings, Inc.
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2003

|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |   |      |              |  |       |        |  
|---------------------------------------------------- |  | -------------- | ------ | - | ------------ | - | ------ | ------------- |  | - | -------------- | - |  | ------------ | - |  | -------------- | - | ---- | ------------ |  | ----- | ------ | -
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |   |      |              |  | Brand |       
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  | Brand        |   |  | Adjustments    |   |      | Intermediate | 
|                                                     |  | Brand          |        |   | Guarantor    |   |        | Non-Guarantor |  |   | Intermediate   |   |  | and          |   |  | Holdings, Inc. |  
|                                                     |  | Services, Inc. |        |   | Subsidiaries |   |        | Subsidiaries  |  |   | Holdings, Inc. |   |  | Eliminations |   |  | Consolidated   |  
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |   |      |              |  |       |        |  
|Net cash provided by (used for) operating activities |  | $              | 24,098 |   |              | $ | 1,488  |               |  | $ | (709           | ) |  |              |  |  |                | $ | 541  |              |  | $     | 25,418 |  
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |   |      |              |  |       |        |  
|Purchases of property and equipment                  |  |                | (4,403 | ) |              |   | (1,488 | )             |  |   | (127           | ) |  |              |  |  |                |   |     |              |  |       | (6,018 | )
|Proceeds from sales of property and equipment        |  |                | 796    |   |              |   |       |               |  |   |               |   |  |              |  |  |                |   |     |              |  |       | 796    |  
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|Net cash used for investing activities               |  |                | (3,607 | ) |              |   | (1,488 | )             |  |   | (127           | ) |  |              |  |  |                |   |     |              |  |       | (5,222 | )
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |   |      |              |  |       |        |  
|Payments of long-term debt                           |  |                | (650   | ) |              |   |       |               |  |   |               |   |  |              |  |  |                |   |     |              |  |       | (650   | )
|Payments on capital lease obligations                |  |                | (1,043 | ) |              |   |       |               |  |   |               |   |  |              |  |  |                |   |     |              |  |       | (1,043 | )
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|Net cash used for financing activities               |  |                | (1,693 | ) |              |   |       |               |  |   |               |   |  |              |  |  |                |   |     |              |  |       | (1,693 | )
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS     |  |                | 18,798 |   |              |   |       |               |  |   | (836           | ) |  |              |  |  |                |   | 541  |              |  |       | 18,503 |  
|CASH AND CASH EQUIVALENTS, beginning of period       |  |                | 3,931  |   |              |   |       |               |  |   | 1,480          |   |  |              |  |  |                |   | (594 | )            |  |       | 4,817  |  
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  
|CASH AND CASH EQUIVALENTS, end of period             |  | $              | 22,729 |   |              | $ |       |               |  | $ | 644            |   |  |              |  |  |                | $ | (53  | )            |  | $     | 23,320 |  
|                                                     |  |                |        |   |              |   |        |               |  |   |                |   |  |              |   |  |                |  

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

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

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

Overview

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

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

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

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

Brand Intermediate Holdings, Inc. and its subsidiaries (Brand) are 100% owned
by Brand Holdings LLC (the LLC). As of June 30, 2003, the voting equity
interests of the LLC are owned 75.1% by J.P. Morgan Partners and its affiliates
(JPMP) and 24.9% by other equity investors on a fully diluted basis. Brand
Services, Inc. is a wholly owned subsidiary of Brand Intermediate Holdings,
Inc. and its subsidiaries.

Prior to October 16, 2002, Brand Services, Inc. was a wholly owned subsidiary
of DLJ Brand Holdings, Inc. (DLJ Brand or the Predecessor company). On
October 16, 2002, DLJ Brand merged with Brand Acquisition Corp., which was a
wholly owned subsidiary of the LLC, and was renamed Brand Intermediate
Holdings, Inc. The preceding events are referred to as the Transaction.

The information as of December 31, 2002 and for the three months and six months
ended June 30, 2003, may not be directly comparable to the information provided
related to the Predecessor company as a result of the effect of the revaluation
of assets and liabilities to their estimated fair market values in accordance
with the application of purchase accounting pursuant to Statement of Financial
Accounting Standards No. 141, Business Combinations.

Results of Operations

Revenue  Total revenue for the three months ended June 30, 2003 decreased by
0.7% over the similar prior year period, while total revenue for the six months
ended June 30, 2003 increased by 1.4% compared to the six months ended June 30,
2002. The biggest factor in the decrease in revenues in the second quarter of
2003 was a year-over-year decrease in equipment sales revenue of $1.1 million,
due to the uncertainty in the industrial sector of the economy. Stronger than
anticipated work in the utility sector has offset a softness in the commercial
market. These factors have led to year-over-year revenues that are relatively
flat.

Gross profit  Gross profit decreased by $5.1 million, or 22.8% in the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002.
Gross profit decreased by $9.9 million, or 21.1% for the six months ended June
30, 2003, as compared to the six months ended June 30, 2002. Two factors
contributed to the decrease in gross profit. First, the percentage of labor
operating expenses to labor revenue increased by 2.0% in the six months ended
June 30, 2003 compared to the six months ended June 30, 2002. This increase is
mostly due to year-over-year increases in insurance premiums and a higher
volume of lower margin industrial work. Second, equipment rental gross profit
decreased by $7.3 million during the six months ended June 30, 2003, as
compared to the same period in 2002. This

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decrease is due to an increase in depreciation expense of $7.3 million from
2002 to 2003 because of the revaluation of our property and equipment in
connection with the Transaction in October 2002.

Selling and administrative expenses  Selling and administrative expenses
increased by $1.6 million and $3.4 million, respectively, in the three- and
six-month periods ended June 30, 2003 as compared to the similar prior year
periods. The increase is due to the amortization of the customer relationships
intangible asset, an increase in depreciation expense due to the revaluation of
our property and equipment in connection with the Transaction in October 2002,
and an increase in payroll expense.

Non-cash compensation expense  We use the intrinsic value method prescribed by
APB Opinion No. 25, Accounting for Stock Issued to Employees, to account for
stock compensation plans. Non-cash compensation expense of $2.5 million for
the three- and six-month periods ended June 30, 2002 was recorded in the
consolidated statement of operations since the exercise prices of certain stock
compensation awards were less than the estimated fair values on the date of the
grant.

Operating income  As a result of the above events, operating income decreased
by $4.2 million, or 42.2%, and $10.8 million, or 43.9%, respectively, in the
three- and six-month periods ended June 30, 2003 as compared to the similar
prior year periods.

Interest expense  Interest expense increased by $3.1 million in the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002,
and by $6.1 million in the six months ended June 30, 2003 as compared to the
six months ended June 30, 2002. These increases are due to higher debt levels
as a result of the Transaction.

Accretion of preferred stock dividends of subsidiary  Prior to the
Transaction, accretion of preferred stock dividends of subsidiary represented
dividends accreted on our subsidiarys 14.5% Senior Exchangeable Preferred
Stock (the Old Preferred Stock). The Old Preferred Stock was redeemed and
paid in full in connection with the Transaction.

Income tax provision  The income tax benefit of $740 for the six months ended
June 30, 2003, represents an effective rate of 34%. This effective tax rate is
a result of the blended net losses at our foreign subsidiaries and net income
at our domestic subsidiaries.

Liquidity and Capital Resources

The Company has historically utilized internal cash flow from operations and
borrowings under its credit facility to fund its operations, capital
expenditures and working capital requirements. As of December 31, 2002 and June
30, 2003, the Company had working capital of $35.9 million and $52.1 million
and cash of $4.8 million and $23.3 million, respectively.

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One of the Companys major uses of cash is capital expenditures. The Companys
capital expenditure requirements are comprised of maintenance and expansion
expenditures. The Companys maintenance capital expenditure requirements are
generally for scaffolding planks and other items used in the business, such as
trucks and equipment. Expansion capital expenditures are for new scaffolding
and vehicles, are discretionary and vary annually based on the Companys level
of scaffolding rental activity and managements growth expectations. During the
six months ended June 30, 2002 and 2003, capital expenditures were $7.6 million
and $6.0 million, respectively.

Our new Credit Facility (the Credit Facility) provides for $130.0 million of
term loans, a $50.0 million revolving loan facility and a $20.0 million letter
of credit facility. Up to $20.0 million of the $50.0 million revolving loan
facility may be used for letters of credit. As of June 30, 2003, the Company
had no borrowings outstanding under the revolving credit facility and had total
outstanding letters of credit of $30.6 million.

The interest rate on the $130.0 million of term loans under the Credit Facility
is variable. For the three months and six months ended June 30, 2003, the
weighted average interest rate on the term loans was 5.3% and 5.4%,
respectively.

We are required to make semi-annual interest payments on our 12%, $150.0
million Senior Subordinated Notes in the amount of $9.0 million in April and
October of every year until the Senior Notes mature in October 2012. We are
also required to make quarterly interest payments on loans under our Credit
Facility, which bears interest at a floating rate based upon either the base
rate (as defined in our credit agreement, for base rate loans) or the LIBOR
rate (for LIBOR loans) plus a spread of 2.5% to 4.0%, depending on the ratio of
our consolidated debt to EBITDA. As of June 30, 2003, the interest rate on our
term loans was 5.1%. We are not required to make interest payments on our 13%,
$35.0 million Intermediate Notes, as these notes are pay-in-kind notes.

The Credit Facility requires financial and operating covenants, including among
other things, that the Company maintain certain financial ratios, and imposes
limitations on the Companys ability to make capital expenditures, to incur
indebtedness, and to pay dividends. The Company was in compliance with all loan
covenants at June 30, 2003.

A summary of the sources and uses of cash for the six months ended June 30,
2002 and 2003, follows:

|                                 |  |                          |         |   |      |   |        |  
|-------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                 |  | Six Months Ended June 30 |        
|                                 |  |                          |        
|                                 |  | 2002                     |         |   | 2003 |  
|                                 |  | (Predecessor)            |         |   |      |  
|                                 |  |                          |         |   |      |  
|Net cash provided by (used for): |  |                          |         |   |      |   |        |  
|Operating activities             |  | $                        | 21,872  |   |      | $ | 25,418 |  
|Investing activities             |  |                          | (6,203  | ) |      |   | (5,222 | )
|Financing activities             |  |                          | (23,873 | ) |      |   | (1,693 | )

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Contractual Obligations

The following is a summary of contractual cash obligations as of June 30, 2003
(dollars in thousands):

|                                   |  |                  |         |  |      |   |       |      |  |   |       |  |  |      |       |  |      |   |       |            |  |   |       |  |  |   |         | 
|---------------------------------- |  | ---------------- | ------- |  | ---- | - | ----- | ---- |  | - | ----- |  |  | ---- | ----- |  | ---- | - | ----- | ---------- |  | - | ----- |  |  | - | ------- | 
|                                   |  | Payments due in: |        
|                                   |  |                  |        
|                                   |  | Total            |         |  | 2003 |   |       | 2004 |  |   | 2005  |  |  | 2006 |       |  | 2007 |   |       | After 2007 | 
|                                   |  |                  |         |  |      |   |       |      |  |   |       |  |  |      |       |  |      |   |       |            | 
|Term Loan                          |  | $                | 129,350 |  |      | $ | 650   |      |  | $ | 1,300 |  |  | $    | 1,300 |  |      | $ | 1,300 |            |  | $ | 1,300 |  |  | $ | 123,500 | 
|Senior Notes                       |  |                  | 150,000 |  |      |   |      |      |  |   |      |  |  |      |      |  |      |   |      |            |  |   |      |  |  |   | 150,000 | 
|Intermediate Notes                 |  |                  | 38,220  |  |      |   |      |      |  |   |      |  |  |      |      |  |      |   |      |            |  |   |      |  |  |   | 38,220  | 
|Capital Leases                     |  |                  | 181     |  |      |   | 181   |      |  |   |      |  |  |      |      |  |      |   |      |            |  |   |      |  |  |   |        | 
|Operating Leases                   |  |                  | 9,406   |  |      |   | 1,494 |      |  |   | 2,550 |  |  |      | 2,035 |  |      |   | 1,539 |            |  |   | 1,047 |  |  |   | 741     | 
|Notes Payable                      |  |                  | 1,484   |  |      |   | 659   |      |  |   | 660   |  |  |      | 165   |  |      |   |      |            |  |   |      |  |  |   |        | 
|                                   |  |                  |         |  |      |   |       |      |  |   |       |  |  |      |       |  |      |   |       |            | 
|Total Contractual
Cash Obligations |  | $                | 328,641 |  |      | $ | 2,984 |      |  | $ | 4,510 |  |  | $    | 3,500 |  |      | $ | 2,839 |            |  | $ | 2,347 |  |  | $ | 312,461 | 
|                                   |  |                  |         |  |      |   |       |      |  |   |       |  |  |      |       |  |      |   |       |            | 

Critical Accounting Policies

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

We recognize deferred income tax assets and liabilities based on the
differences between the financial statement carrying amounts and the tax basis
of assets and liabilities. Deferred income taxes also include net operating
loss carryforwards primarily due to the accelerated depreciation of our
scaffolding equipment over book depreciation. We regularly review our deferred
income tax assets for recoverability and establish a valuation allowance when
it is more likely than not such assets will not be recovered, taking into
consideration historical net income (losses), projected future income (losses)
and the expected timing of the reversals of existing temporary differences. As
of December 31, 2001, we had a valuation allowance of $7.6 million. During the
three months ended March 31, 2002, the valuation allowance on deferred tax
assets was reduced to $0 as we determined that it is more likely than not that
all deferred tax assets would be realized based upon year-to-date operating
results and anticipated operating results of future periods.

As part of our ongoing business, we make payments for workers compensation and
health benefit claims. We have purchased insurance coverage for large claims.
Our workers compensation and health benefit liabilities are developed using
actuarial methods based upon historical data for payment patterns, cost trends,
utilization of healthcare services and other relevant factors. While we believe
our liabilities for workers compensation, general liability, automobile, and
health benefit claims of $14.2 million as of June 30, 2003, are adequate and
that the judgement applied is appropriate, such estimated liabilities could
differ materially from what will actually transpire in the future.

Other Data

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EBITDA is net income (loss) before interest, income taxes, depreciation and
amortization, and accretion of preferred stock dividends of subsidiary. We
present EBITDA because management believes it provides useful information
regarding a companys ability to service and/or incur debt and is used by some
investors, analysts and others to make informed investment decisions. Our
management uses EBITDA to evaluate our operating performance, to allocate
resources and capital to our business operations and as a measure of
performance for incentive compensation purposes. EBITDA is not intended to
represent cash flows for the period, nor has it been presented as an
alternative to operating income as an indicator of operating performance and
should not be considered in isolation or as a substitute for measures of
performance, profitability or liquidity prepared in accordance with accounting
principles generally accepted in the United States. Our method for calculating
EBITDA may not be comparable to methods used by other companies. A
reconciliation of pretax income under generally accepted accounting principles
to EBITDA follows:

|                                                     |        |   |                    |        |  |                  |        |        |               |      |        |        |  |   |        |        | 
|---------------------------------------------------- | ------ | - | ------------------ | ------ |  | ---------------- | ------ | ------ | ------------- | ---- | ------ | ------ |  | - | ------ | ------ | 
|                                                     |        |   | Three Months Ended |        |  | Six Months Ended |       
|                                                     |        |   | June 30            |        |  | June 30          |       
|                                                     |        |   |                    |        |  |                  |       
|                                                     |        |   | 2002               |        |  |                  |        |        |               | 2002 |        |        |  |   |       
|                                                     |        |   | (Predecessor)      |        |  | 2003             |        |        | (Predecessor) |      |        | 2003   | 
|                                                     |        |   |                    |        |  |                  |        |        |               |      |        |        | 
|Pretax Income                                        |        | $ | 2,882              |        |  | $                | (2,367 | )      |               | $    | 10,675 |        |  | $ | (2,178 | )     
|Depreciation and Amortization Expense                |        |   | 5,866              |        |  |                  | 10,671 |        |               |      | 11,224 |        |  |   | 21,297 |       
|Interest Expense                                     |        |   | 5,060              |        |  |                  | 8,187  |        |               |      | 10,046 |        |  |   | 16,142 |       
|Interest Income                                      |        |   | (39                | )      |  |                  | (62    | )      |               |      | (100   | )      |  |   | (105   | )     
|Non-Cash Compensation Expense                        |        |   | 2,491              |        |  |                  |       |        |               |      | 2,491  |        |  |   |       |       
|Accretion of Preferred Stock Dividends
of Subsidiary |        |   | 2,068              |        |  |                  |       |        |               |      | 4,063  |        |  |   |       |       
|                                                     |        |   |                    |        |  |                  |        |        |               |      |        |       
|                                                     | EBITDA |   | $                  | 18,328 |  |                  | $      | 16,429 |               |      | $      | 38,399 |  |   | $      | 35,156 | 
|                                                     |        |   |                    |        |  |                  |        |        |               |      |        |       

New Accounting Standards

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees
such as standby letters of credit. It also clarifies that at the time a
company issues a guarantee, the company must recognize an initial liability for
the fair value, or market value, of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements. The initial recognition and initial measurement
provisions apply on a prospective basis to guarantees issued or modified after
December 31, 2002, regardless of the guarantors fiscal year-end. The
disclosure requirements in the Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002. FASB
Interpretation 45 was implemented in the fourth quarter 2002. The adoption of
this FASB Interpretation did not have a material impact on the consolidated
financial statements and disclosures of the Company.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an Amendment of FASB Statement No. 123.
This statement provides alternative methods of transition for a voluntary

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change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements
of Statement 123 to require disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 was adopted
by the Company on January 1, 2003, with no material impact on the results of
operations of the Company.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in interest rates and
foreign exchange rates. The Companys net exposure to interest rate risk
consists of variable-rate instruments based on LIBOR.




ITEM 4. CONTROLS AND PROCEDURES



|(a) |  | Evaluation of disclosure controls and procedures. The Companys Chief
Executive Officer (CEO) and Chief Financial Officer (CFO) have reviewed and
evaluated the effectiveness of the Companys disclosure controls and procedures
(as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of the end of
the current reporting period. Based on that evaluation, the CEO and CFO have
concluded that the Companys current disclosure controls and procedures are
effective in timely providing them with material information relating to the
Company required to be disclosed in the reports the Company files or submits
under the Exchange Act.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in internal controls. There have not been any significant changes
in the Companys internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation. There were no
significant deficiencies or material weaknesses, and therefore no corrective
actions were taken.                                                                                                                                                                                                                                                                                                                      

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PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is subject to legal proceedings and other claims
arising in the ordinary course of its business. There are no material pending
legal proceedings, other than routine litigation incidental to the business, to
which the Company is a party or of which any of the Companys property is the
subject.




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

|     |  |                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|     |  |                                                                                                   
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|     |  |                                                                                                   
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|     |  |                                                                                                   
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K

None.

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SIGNATURES

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

|                      |  |                                   
|--------------------- |  | ----------------------------------
|                      |  | BRAND INTERMEDIATE HOLDINGS, INC. 
|                      |  |                                   
|Date: August 11, 2003 |  | /s/ John M. Monter                
|                      |  |                                   
|                      |  | John M. Monter                    
|                      |  | Chief Executive Officer, President
|                      |  |                                   
|                      |  |                                   
|Date: August 11, 2003 |  | /s/ Jeffrey W. Peterson           
|                      |  |                                   
|                      |  | Jeffrey W. Peterson               
|                      |  | Chief Financial Officer,          
|                      |  | Vice President, Finance           

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EXHIBIT INDEX

|            |  |                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                 
|            |  |                                                                                                                                             
|31.1        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
John M. Monter     
|            |  |                                                                                                                                             
|31.2        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Jeffrey W. Peterson
|            |  |                                                                                                                                             
|32.1        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
John M. Monter     
|            |  |                                                                                                                                             
|32.2        |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Jeffrey W. Peterson

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