<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-K/A
                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                               SECURITIES EXCHANGE
                                   ACT OF 1934
                            FOR THE FISCAL YEAR ENDED
                                December 31, 2001


                              BRAND SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)



<TABLE>
<S>                                               <C>                                        <C>
Delaware                                          735915                                     133909681
(State or Other Jurisdiction of                   (Commission File Number)                   (IRS Employer
Incorporation or Organization)                                                               Identification Number)
</TABLE>


                       15450 SOUTH OUTER HIGHWAY 40, #270
                          CHESTERFIELD, MISSOURI 63017
                                 (636) 519-1000
(Address, including zip code, and Telephone Number, including area code, of
Registrant's principal executive offices)

        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to the filing
requirements for at least the past 90 days.

                       Yes   X    No
                           -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant.

         No market exists for the Common Stock of Brand Services, Inc. All of
         the outstanding shares of Common Stock are held by DLJ Brand Holdings,
         Inc.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                    OUTSTANDING AT
                CLASS                               APRIL 15, 2002
                -----                               --------------
<S>                                                 <C>
         BRAND SERVICES, INC.
    COMMON STOCK, $0.01 PAR VALUE                     100 SHARES
</TABLE>



<PAGE>
          STATEMENT UNDER THE SECURITIES LITIGATION REFORM ACT OF 1995

         This annual report on Form 10-K contains forward-looking statements
that involve a number of risks and uncertainties. Such forward-looking
statements are not historical facts and constitute or rely upon projections,
forecasts, assumptions or other forward-looking information. Generally these
statements may be identified by the use of forward-looking words or phrases such
as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
and "should." These statements are inherently subject to known and unknown
risks, uncertainties and assumptions. Our future results could differ materially
from those expected or anticipated in the forward-looking statements. Specific
factors that might cause such differences include factors described and
discussed in the description of our business in Item 1 and in our management's
discussion and analysis of financial condition and results of operation in Item
7 of this report


ITEM 1.  BUSINESS (DOLLARS IN THOUSANDS)

General

Company History and Structure

Brand Services, Inc. and its subsidiaries ("Brand") are 100% owned by DLJ Brand
Holdings, Inc. ("Holdings"). As of December 31, 2001, Holdings is owned 60.0% by
Credit Suisse First Boston (USA), Inc. ("CSFB") and affiliated entities, 8.6% by
Carlisle Enterprises, L.P. ("Carlisle"), 17.0% by Rust International Inc. ("Rust
International") through its wholly owned subsidiary Rust Industrial Services,
Inc. ("RIS") and 14.4% by the directors, officers and employees of Brand. Rust
International is a subsidiary of Waste Management Industrial Services, Inc.
("WMIS"). All references to "the Company," "we," "us" or "our" mean Brand
Services, Inc. and its subsidiaries.

On September 30, 1996, Brand, a newly formed entity created by the merchant
banking group of Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), purchased the
assets of Rust Scaffold Services, Inc. and its subsidiaries, which were direct
and indirect subsidiaries of Rust International ("the Acquisition"). The
Acquisition was financed by $190.0 million in debt and accounted for under the
purchase method of accounting.

In September 1999, with unanimous consent of the Board of Directors, the name of
the corporation and the Certificate of Incorporation were changed from Brand
Scaffold Services, Inc. to Brand Services, Inc., effective January 1, 2000.

Financial Information About Industry Segments

We operate in one segment and provide scaffolding services primarily to
refining, petrochemical, chemical, utility and pulp and paper industries, and to
a lesser extent general commercial clients. Our revenues, operating income and
total assets as of and for the years ended December 31, 2001, 2000 and 1999,
were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                               2001         2000        1999
                                                                               ----         ----        ----
<S>                                                                          <C>           <C>         <C>
          Revenue                                                            $305,089      $264,066    $218,916
          Operating income                                                     30,024        21,135      15,736
          Total assets                                                        257,436       246,249     210,872
</TABLE>

Description of Business

We are the largest North American provider of industrial scaffolding services.
Our services facilitate access to tall structures for on-going maintenance,
turnarounds (major maintenance projects which require the complete or partial
shutdown of a facility) and capital projects, principally in the refining,
petrochemical, chemical, utility and pulp and paper industries. Our turnkey
services include equipment rental, labor for the erection and dismantlement of
scaffolding and scaffolding design services. We deliver our services through an
extensive field service organization of between 3,300 and 4,500 employees in 40
field offices located throughout the United States and two in Canada. We also
provide scaffolding services to the commercial market (primarily nonresidential
construction) and sell a small amount of scaffolding.

Approximately 78%, 76% and 79%, of our 2001, 2000 and 1999, respective revenues
were attributable to ongoing maintenance, turnarounds and capital projects of
industrial facilities. We typically provide on-going maintenance services



                                       2
<PAGE>
under long-term contracts; the duration of these contracts ranges between one
and 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. We believe that the necessity for
on-going maintenance and turnarounds provides us with a stable, recurring
revenue base.

Our main customers include major integrated oil companies, independent refiners,
large chemical companies, utilities and large engineering and construction
firms. The largest customer, Exxon/Mobil Corporation, accounted for
approximately 11%, 13% and 13% of our revenues in the years ended December 31,
2001, 2000 and 1999, respectively. The loss of this customer could have a
material adverse effect on the Company's revenues and results of operations.

We believe our position as the largest supplier of industrial scaffolding
services provides us with a number of competitive advantages including:

         -    the ability to offer national coverage to large customers;
         -    the ability to provide required personnel and scaffolding to
              process major turnarounds and unanticipated plant outages;
         -    higher asset use through the shifting of assets across regions and
              across our large customer base;
         -    purchasing leverage with scaffolding manufacturers; and
         -    comprehensive safety training programs which have resulted in an
              accident incident rate which is well below the industry average
              and have enabled us to reduce insurance costs and accident-related
              expenses.

Our size also enables us to maintain our own design department that specializes
in the custom design of industrial scaffolding. We use our design department to
minimize the amount of scaffolding used and to maximize labor efficiency,
thereby providing us with a competitive advantage.

Effects of Seasonality and Cyclicality

The market for industrial scaffolding services experiences seasonal fluctuations
in demand. In particular, because of high demand for gasoline for automobiles
during the summer, most refineries prefer to close down for turnarounds during
the spring and fall. Similar seasonal patterns are evidenced for utilities.

We may be able to take advantage of differing seasonal patterns in other markets
we service, such as the commercial scaffolding market, but seasonality may still
lead to:

         -    low inventory use during periods of low demand;
         -    an inability to service all of our customers during periods of
              high demand;
         -    price fluctuations; and
         -    periods of low cash flow.

Historically, the market for industrial scaffolding services has experienced a
degree of cyclicality. In particular, demand for nonresidential construction and
capital projects is highly cyclical. In addition, when refining products are in
high demand or the price of pulp is high, refineries and pulp and paper mills
often delay turnarounds. It does not appear that any areas of our business
exhibit a significant degree of counter-cyclicality that would offset these
effects. This cyclicality could have a material adverse effect on the Company.

The Industry and Competition

The Company is the largest North American provider of industrial scaffolding
services. We currently face competition from other existing scaffolding service
providers, including entities providing substantially similar services, some of
which have significantly greater resources than us. We also compete with larger
engineering and construction firms. While we believe that we currently have a
strong position in the industrial scaffolding market, we cannot assure that we
will be able to increase or maintain our market share.

The scaffolding industry provides services to the industrial market and the
commercial market, each of which requires different types of scaffolding
equipment and levels of expertise. Industrial applications generally require
systems scaffolding, which is highly versatile, can be quickly erected and
dismantled, is capable of conforming to irregularly shaped


                                       3
<PAGE>

structures and requires a higher level of skill to erect and dismantle.
Commercial applications generally require frame and brace scaffolding, which is
less versatile and requires a lower level of expertise.

Industrial Market

The North American industrial scaffolding market is approximately $1 billion and
is serviced predominantly by scaffolding specialists such as Brand. We estimate
that in 2001, the top five scaffolding specialists service almost 60% of the
total industrial scaffolding market.

Industrial customers use scaffolding for on-going maintenance, turnarounds and
capital projects. Among industrial applications, maintenance represents
approximately 43% and turnarounds represent approximately 33% of the market.
Since turnarounds may require the complete shutdown of a facility (which may
lose up to $1 million of revenues per day during a turnaround), speed and
reliability are key customer considerations. Safety is another important
consideration for industrial customers as scaffolding contractor accident
incidents are counted against a facility's safety record and may cause increases
in both insurance premiums and attention by the Occupational Safety and Health
Administration ("OSHA").

Commercial Market

In North America, commercial scaffolding is used primarily in nonresidential
construction and renovation projects. Commercial applications are generally
characterized by regularly shaped structures with few contoured or angled
surfaces. Due to the simple shapes required, commercial jobs generally utilize
frame and brace scaffolding, a less versatile type of equipment which is not
suited to industrial applications. Commercial scaffolding requires a less
skilled work force and has historically been less focused on safety issues.
These factors combine to make the commercial market highly fragmented with low
barriers to entry. We have longstanding customer relationships, extensive
equipment resources, significant labor capacity and an industry-leading safety
record. We believe these strengths have enabled us to gain current market share.
Competition is based primarily on the basis of quality, price, speed,
reliability, reputation and customer service. The Company continues to focus on
reducing operating costs, pursuing complementary acquisitions and expanding
commercial scaffolding operations.

Employees and Dependence on Labor

Brand typically employs between 3,300 to 4,500 team members, of which
approximately 32% are represented by a labor union. We cannot assure that
strikes or other types of conflicts with unions or personnel will not arise or
that we will not become a target for further union organizing activity. Since
our business has a high labor content, any such activity could have a material
adverse effect on the Company. We believe that we have a good relationship with
our employees.

Our business has a high labor content and, as a result, our financial
performance is affected by the availability of qualified personnel and the cost
of labor. The availability of labor can vary depending on market conditions.
While we have been successful in hiring workers for our projects and we do not
believe that the availability of labor has had a material adverse effect on our
financial performance, we cannot assure that sufficient labor will be available
in the future or that the cost of labor will not rise, either of which could
have an adverse effect on the Company.

ITEM 2.  PROPERTIES

We operate facilities in 43 locations (42 field offices and 1 headquarters
location). We maintain a substantial inventory of scaffolding at 40 field
offices as well as at customer sites throughout the United States and Canada.
Our facilities are concentrated near its customers to minimize transportation
costs, to shorten lead times and to strengthen oversight and project management
abilities. Brand owns two locations in Canada, two in Texas, one in Alabama and
one in Louisiana. We lease the remaining 36 facilities as well as one site used
for our corporate headquarters located in Chesterfield, Missouri. Our facilities
typically include a small office, warehouse and yard and range in size from
2,000 to 40,000 square feet under roof with yards from half an acre to more than
nine acres. Our headquarters are located in a 9,500 square foot facility in
Chesterfield, Missouri.

ITEM 3.  LEGAL PROCEEDINGS

We are a party to various legal proceedings and administrative actions, all of
which are of an ordinary or routine nature incidental to the operations of the
Company. In the opinion of the Company's management, such proceedings and
actions



                                       4
<PAGE>

should not, individually or in the aggregate, have a material adverse effect on
our financial condition or results of operations.

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

No matters were submitted to a vote of security holders in the fourth quarter of
2001.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

All of our outstanding common stock is held by Holdings and, accordingly, there
is no established public trading market for our common stock. We have paid no
dividends since inception and our ability to pay dividends is limited by the
terms of certain agreements related to its indebtedness.

ITEM 6.  SELECTED FINANCIAL DATA

The following table presents selected historical financial data of Brand for the
years ended December 31, 2001, 2000, 1999, 1998 and 1997 and has been derived
from the audited financial statements of Brand. The financial data set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our financial statements
and notes thereto included elsewhere herein.











                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                              (unaudited)
                                                         Year Ended December 31


                                 2001            2000            1999            1998             1997
                             ------------    ------------    ------------    ------------     ------------
                                                         (Dollars in Thousands)
<S>                          <C>             <C>             <C>             <C>              <C>
INCOME STATEMENT DATA

Revenue                         $305,089       $ 264,066       $ 218,916       $ 205,304         $ 160,660
Operating expenses               232,292         203,689         171,630         157,673           122,638
                             ------------    ------------    ------------    ------------     ------------
   Gross profit                   72,797          60,377          47,286          47,631            38,022

Selling and administrative
   expenses                       42,773          39,242          31,550          29,568            25,840
Nonrecurring start-up
   expenses                            -               -               -               -             2,498
                             ------------    ------------    ------------    ------------     ------------

Operating income                  30,024          21,135          15,736          18,063             9,684

Interest expense                  20,797          20,414          17,758          17,728            15,422
Interest income                     (609)            (95)           (159)           (249)             (397)
                             ------------    ------------    ------------    ------------     ------------

Income (loss) before
   Provision for income tax        9,836             816          (1,863)            584            (5,341)

Provision for income tax               -               -               -               -                 -
Extraordinary loss on debt
   extinguishment                      -               -               -           4,329                 -
                              ----------     ------------    ------------    ------------     ------------

      Net income (loss)       $    9,836      $      816       $  (1,863)     $   (3,745)       $   (5,341)

Less: Accretion of
   preferred stock
   dividends                      (7,308)         (6,338)         (5,497)         (4,767)           (4,172)
                              ----------     ------------    ------------    ------------     ------------
Net income (loss)
   applicable to common
   stock                           2,528          (5,522)         (7,360)         (8,512)           (9,513)
                              ==========     ===========     ===========     ===========      ============

EBITDA (1)                       $56,640        $ 46,554       $  39,505       $  34,572        $   22,009

Net cash provided by
    (used for)
    Operating activities          32,312          23,123          21,148          26,753            11,983
    Investing activities         (23,435)        (43,146)        (23,097)        (24,876)          (12,496)
    Financing activities             644          22,918            (932)           (969)           (2,151)
Depreciation and
   amortization                   27,162          25,964          24,491          17,234            13,294
Cash interest expense (2)         20,251          19,869          17,036          17,004            14,453
Capital expenditures, net
   of sales of scaffolding        16,765          29,122          19,642          14,831             9,720
Ratio of earnings to fixed
   charges and preferred
   stock dividends (3)              1.1x            0.8x            0.7x             0.8x              0.5x
</TABLE>



                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                     December 31
                                                           ------------------------------------------------------------------
                                                              2001         2000         1999         1998         1997
                                                              ----         ----         ----         ----         ----
                                                                                (Dollars in Thousands)
<S>                                                        <C>            <C>          <C>          <C>         <C>
BALANCE SHEET DATA:

Working capital                                                $22,542    $   9,757    $   5,553    $  12,080   $    4,207
Total assets                                                   257,436      246,249      210,872      211,060      197,543
Long-term debt (including current portion and revolving
   loan)                                                       183,413      181,450      157,460      158,500      154,250
Notes payable and capital lease obligation (including
   current portion)                                              4,917        6,276        4,402        5,007            -
14.5% senior exchangeable preferred stock                       55,050       47,742       41,404       35,907       31,140
Stockholder's equity (deficit)                                 (24,760)     (27,199)     (20,968)     (14,483)      (5,176)
</TABLE>

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

(2)  Cash interest expense represents total interest expense less amortization
     of deferred financing fees of $546, $545, $722, $724 and $969 for the years
     ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.

(3)  For the purposes of calculating the ratio of earnings to fixed charges and
     preferred stock dividends, earnings represent income (loss) before income
     taxes plus fixed charges. Fixed charges consist of interest expense on all
     indebtedness plus the interest portion of rental expense on noncancelable
     leases, amortization of debt issuance costs and accretion of preferred
     stock dividends. The deficiency of earnings to cover fixed charges for the
     years ended December 31, 2000, 1999, 1998 and 1997 were $5,522, $7,360,
     $4,183, and $9,513 respectively.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto included elsewhere in this report.

Overview

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

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 2 to our
consolidated financial statements. Certain of our accounting policies as
discussed below require the application of significant judgment by management in
selecting the appropriate assumptions for calculating amounts to record in our
financial statements. By their nature, these judgments are subject to an
inherent degree of uncertainty.

We recognize deferred income tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax basis of assets and
liabilities. Deferred income taxes also include net operating loss carryforwards
primarily due to the accelerated depreciation of our scaffolding equipment. We
regularly review our deferred income tax assets for recoverability and establish
a valuation allowance when it is more likely than not such assets will not be
recovered, taking into consideration historical net income (losses), projected
future income (losses) and the expected timing of the reversals of existing
temporary differences. As of December 31, 2000, we had a valuation allowance of
$8.7 million. During the year ended December 31, 2001, the valuation allowance
was reduced by $4.0 million, reducing our effective tax rate and total income
tax expense to zero. As of December 31, 2001, we had a valuation allowance of
$4.7 million. For the



                                       7
<PAGE>

year ending December 31, 2002, we expect to record an income tax expense based
on an effective income tax rate in a range of 38% to 41%, excluding the impact
of any reversal of the valuation allowance that would reduce the income tax
expense.

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. In the fourth
quarter of 2001, the recorded liability was reduced by $1.2 million based on
revised assumptions. While we believe our liabilities for workers' compensation
and health benefit claims of $12.5 million as of December 31, 2001, are adequate
and that the judgment applied is appropriate, such estimated liabilities could
differ materially from what will actually transpire in the future.

Acquisitions

In December 2001, the Company purchased the scaffolding business of United
Rentals, Inc. for an aggregate purchase price of $3.8 million in cash and $0.5
million in a note payable, entirely allocated to property and equipment. The
purchase price approximated the fair market value of the assets purchased. The
allocation of the purchase price for this acquisition is based, in part, on
preliminary information, which is subject to adjustment upon obtaining complete
valuation information. Management believes that finalization of the purchase
price and allocation will not have a material impact on the consolidated results
of operations or financial position of the Company. The acquisition was
accounted for using the purchase method of accounting, and accordingly has been
included in the financial statements from the date of acquisition.

During 2000, the Company acquired four companies in four separate transactions
for an aggregate purchase price of $11.0 million in cash, $3.3 million in notes
payable, and $3.0 million of possible future payments conditioned upon the
operating results of two of the acquired companies. The purchase prices,
allocated to assets and liabilities assumed, were based on relative fair values.
In connection with the acquisitions, the Company recorded goodwill in the amount
of $6.0 million based upon the allocation of the purchase prices of the
acquisitions. Each of the above acquisitions was accounted for using the
purchase method of accounting, and accordingly have been included in the
financial statements from the respective date of acquisition.

In 1999, the Company acquired two companies in two separate transactions for an
aggregate purchase price of $1.9 million in cash and $200 in notes payable. The
purchase prices, allocated to assets and liabilities assumed, were based on
relative fair values. These acquisitions were accounted for using the purchase
method of accounting, and accordingly have been included in the financial
statements from their respective dates of acquisition.

Revenues

Approximately 78%, 76% and 79% of the Company's 2001, 2000 and 1999, respective
revenues were attributable to on-going maintenance, turnarounds and capital
projects of industrial facilities.

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 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.

Revenues from capital projects involving the industrial scaffold market, which
represented approximately 14%, 6% and 6% of our 2001, 2000 and 1999 revenues,
respectively, resulted from new plant construction, plant expansions and
modifications. Capital projects can and have had material impacts on the
Company's results of operations.

Commercial scaffolding revenues, which represented approximately 22%, 24% and
21% of 2001, 2000 and 1999 revenues, respectively, are related to the level of
nonresidential construction and renovation.

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.




                                       8
<PAGE>

Related-Party Transactions

In connection with the Acquisition, WMIS agreed to pay the Company a quarterly
fee of $725 for transition services for three years beginning on December 31,
1996. Such payments continued through September 30, 1999. In addition, WMIS
agreed to pay for all historical accident-related claims in which the accident
occurred prior to the Acquisition.

Debt and Borrowing Arrangements

The Company was advised that certain investors who acquired 10 1/4% Senior Notes
in market transactions in May 2001 may be entitled to recover possible losses or
seek rescission under the Securities Act of 1933, as amended, and that the
Company could become subject to claims for loss or damage in connection
therewith. If rescission were to be ordered against the Company, the Company's
maximum potential cash obligation is estimated at $3.7 million as of December
31, 2001, and an amount equal thereto has been classified as current maturities
of long-term debt on the consolidated balance sheet. Since the investors
acquired the shares at market prices below the face value of the 10 1/4% Senior
Notes, the Company would recognize an extraordinary gain upon any such
rescission. The rescission rights, or associated rights arising from any loss on
a resale of the 10 1/4% Senior Notes involved in such transactions, expire one
year after the dates of the May 2001 transactions. If such rights have not been
exercised prior to the expiration, the Company will reclassify the respective
amounts to long-term debt.

The following discussion of results of operations is presented for the years
ended December 31, 2001, 2000 and 1999.








                                       9
<PAGE>

Results of Operations


                     Summary of Historical Financial Results
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                            Year Ended December 31

                                                                     2001            2000             1999
                                                                     ----            ----             ----
<S>                                                             <C>             <C>              <C>
     Income Statement Data:
     Revenue:
       Labor                                                     $   226,099     $   189,891      $   158,532
       Equipment rental                                               68,130          67,060           54,653
       Equipment sales                                                10,860           7,115            5,731
                                                                ------------    ------------     ------------
     Total revenue                                                   305,089         264,066          218,916
     Operating expenses:
       Labor                                                         182,672         155,081          130,237
       Equipment rental                                               26,042          27,412           25,190
       Equipment sales                                                 6,853           4,827            4,140
       Divisional operating expenses                                  16,725          16,369           12,063
                                                                ------------    ------------     ------------
     Total operating expenses                                        232,292         203,689          171,630
                                                                ------------    ------------     ------------
              Gross profit                                            72,797          60,377           47,286

     Selling and administrative expenses                              42,773          39,242           31,550
                                                                ------------    ------------     ------------
              Operating income                                        30,024          21,135           15,736

     Interest expense                                                 20,797          20,414           17,758
     Interest income                                                    (609)            (95)            (159)
                                                                ------------    ------------     ------------
              Income (loss) before provision for income tax            9,836              816          (1,863)

     Provision for income tax                                              -               -                -
                                                                ------------    ------------     ------------
                    Net income (loss)                                  9,836             816           (1,863)

     Less-  Accretion of preferred stock dividends                    (7,308)         (6,338)          (5,497)
                                                                ------------    ------------     ------------
              Net income (loss) applicable to common stock       $     2,528     $    (5,522)     $    (7,360)
                                                                ------------    ------------     ------------
     Other Data:
     EBITDA (1)                                                  $    56,640     $    46,554      $    39,505
                                                                ============    ============     ============
     Net cash provided by (used for):

              Operating activities                               $    32,312     $    23,123      $    21,148
              Investing activities                                   (23,435)        (43,146)         (23,097)
              Financing activities                                       644          22,918             (932)
</TABLE>

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



                                       10
<PAGE>

Year Ended December 31, 2001, as Compared to Year Ended December 31, 2000

Revenue

Revenue for the year ended December 31, 2001, increased 15.5% to $305.1 million
from $264.1 million for the same period in 2000. Labor revenue increased 19.1%
to $226.1 million for the year ended December 31, 2001, as compared to the same
period in 2000. Rental revenue increased 1.6% to $68.1 million for the year
ended December 31, 2001, as compared to the same period in 2000. Sales revenue
increased 52.6% to $10.9 million for the year ended December 31, 2001, as
compared to the same period in 2000. Revenue from all sources (labor, rental and
sales) increased from 2000 to 2001, however, the industrial business was
particularly strong with additional work in the refining and utility sectors.
Commercial work remained flat from 2000 to 2001. The revenue growth from 2000 to
2001 can be attributed 89% to increases in industrial work and 11% from a full
year contribution of acquisitions made in 2000.

Gross Profit

Gross profit for the year ended December 31, 2001, increased 20.6% to $72.8
million from $60.4 million for the same period in 2000. Labor gross profit
(labor revenue less labor cost) increased 24.8% to $43.4 million for the year
ended December 31, 2001, as compared to the same period in 2000. Rental gross
profit increased 6.2% to $42.1 million for the year ended December 31, 2001, as
compared to the same period in 2000. Sales gross profit increased 75.1% to $4.0
million for the year ended December 31, 2001, as compared to the same period in
2000. Labor gross profit as a percent of labor revenue increased from 18.3% to
19.2%, increasing gross profit over revenue growth. Additionally, sales of both
new and used equipment generated higher gross profit margins in 2001 than in
2000.

Selling and Administrative Expenses

Selling and administrative expenses for the year ended December 31, 2001,
increased 9.0% to $42.8 million from $39.2 million for the same period in 2000.
Selling and administrative expenses as a percentage of revenue for the year
ended December 31, 2001, decreased to 14.0% from 14.9% for the same period in
2000. During 2001, we recorded a $1.4 million impairment charge relating to
goodwill for an acquisition made in 2000. During 2001, we successfully
integrated companies acquired in prior years into our existing business,
reducing administrative expenses as a percentage of revenue. We also continued
to actively manage spending relating to selling and administrative expenses.

Operating Income

Operating income for the year ended December 31, 2001, increased 42.1% to $30.0
million from $21.1 million for the same period in 2000. This increase in
operating income is directly related to increases in gross profit exceeding
increases in selling and administrative expenses.

Interest Expense

Interest expense for the year ended December 31, 2001, increased 1.9% to $20.8
million from $20.4 million for the same period in 2000. In April, 2001, the
Company borrowed $10.0 million under the Term B Loan facility and in May, 2001,
the Company borrowed an additional $5.0 million under the Term B Loan facility.
The proceeds of these loans were used to repay the revolving loans and for
working capital needs.

Net Income (Loss)

Net income (before accretion of preferred stock dividends) improved to $9.8
million for the year ended December 31, 2001, from $0.8 million for the same
period in 2000.




                                       11
<PAGE>

Year Ended December 31, 2000, as Compared to Year Ended December 31, 1999

Revenue

Revenue for the year ended December 31, 2000, increased 20.6% to $264.1 million
from $218.9 million for the same period in 1999. Labor revenue increased 19.8%
to $189.9 million for the year ended December 31, 2000, as compared to the same
period in 1999. Rental revenue increased 22.7% to $67.1 million for the year
ended December 31, 2000, as compared to the same period in 1999. Revenue from
all sources (labor, rental, and sales) increased from 1999 to 2000. Additional
industrial work generated 51% of the increase, while 27% of the increase was
related to commercial work and 22% was added from acquired companies.

Gross Profit

Gross profit for the year ended December 31, 2000, increased 27.7% to $60.4
million from $47.3 million for the same period in 1999. Labor gross profit
(labor revenue less labor cost) increased 23.0% to $34.8 million for the year
ended December 31, 2000, as compared to the same period in 1999. Gross profit as
a percentage of revenue for the year ended December 31, 2000, increased to 22.9%
from 21.6% for the same period in 1999. These increases can be attributed to
higher gross profit achieved on labor revenue as well as a higher percentage of
the total revenue being contributed by rental revenue, which is significantly
more profitable than labor revenue.

Selling and Administrative Expenses

Selling and administrative expenses for the year ended December 31, 2000,
increased 24.4% to $39.2 million from $31.6 million for the same period in 1999.
Selling and administrative expenses as a percentage of revenue for the year
ended December 31, 2000, increased to 14.9% from 14.4% for the same period in
1999. Selling and administrative expenses were higher in 2000 primarily due to
additional expenses incurred of $2.6 million related to acquired companies, $1.0
million related to an increase in our bad debt provision, and $1.5 million
related to payroll expenses. We incrementally increased our bad debt provision
as our revenue from commercial work increased.

Operating Income

Operating income for the year ended December 31, 2000, increased 34.3% to $21.1
million from $15.7 million for the same period in 1999. This increase in
operating income is directly related to increases in gross profit exceeding
increases in selling and administrative expenses.

Interest Expense

Interest expense for the year ended December 31, 2000, increased 15.0% to $20.4
million from $17.8 million for the same period in 1999. In March 2000, the
Company borrowed $5.0 million against the Term B Credit Facility and in
September 2000, the Company borrowed an additional $25.0 million against the
Term B Credit Facility. These additional borrowings, along with the weighted
average interest rate increasing from 9.9% in 1999 to 10.2% in 2000, caused
interest expense to increase.

Net Income (Loss)

Net income (loss) (before accretion of preferred stock dividends) improved to
$0.8 million from ($1.9) million loss for the same period in 1999.

Liquidity and Capital Resources

The Company has historically utilized internal cash flow from operations and
borrowings under the Credit Agreement ("Credit Agreement") to fund its
operations, capital expenditures and working capital requirements. As of
December 31, 2001, the Company had working capital of $22.5 million, including
cash and cash equivalents of $12.7 million.

Historically, the principal uses of cash have been capital expenditures
(primarily scaffolding) and working capital. In February 1998, $119.8 million of
the term loans were repaid with proceeds from the offering of the 10-1/4% Senior
Notes ("Senior Notes") and $500 in payments were made in June 1998. The Company
paid $13.2 million per year in interest relating to the Senior Notes in 2001,
2000 and 1999.



                                       12
<PAGE>
Net cash provided by financing activities in 2001 decreased to $0.6 million from
$22.9 million for the same period in 2000 primarily from the issuance of $15.0
million of long-term debt offset by repayments of revolving loans and long-term
debt.

For the years ended December 31, 2001, 2000 and 1999, cash provided by operating
activities was $32.3 million, $23.1 million, and $21.1 million, respectively.

The Company's capital expenditure requirements are comprised of maintenance and
expansion expenditures. Capital expenditures, net of sales of scaffolding, for
the Company were $16.8 million, $29.1 million and $19.6 million, for the years
ended December 31, 2001, 2000 and 1999, respectively.

Borrowings under the revolving loan facility are governed by a borrowing base
equal to 85% of eligible accounts receivable. A $15.0 million sub-facility is
available for the issuance of letters of credit. In addition, in March 1999, the
Company amended the Credit Agreement to allow additional borrowings of $10.0
million for ongoing working capital and general corporate needs. As of December
31, 2001, the Company had no outstanding borrowings under the revolving loan and
$15.0 million in unused senior secured borrowing capacity under the Credit
Agreement, all of which remains unused as of March 8, 2002.

The interest rate on each loan facility under the Credit Agreement is variable.
During the year ended December 31, 2001, the interest rate on loans outstanding
under the term loan facility was an annual dollar-weighted rate of 9.6%.

The Credit Agreement requires financial and operating covenants, including among
other things, that the Company maintain certain financial ratios and satisfy
certain financial tests, 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 the loan covenants at December 31, 2001.

The Company secured a Term B Loan commitment to enable it to make future
acquisitions, repay the revolving loans and for working capital needs. Certain
provisions contained in the Credit Agreement were amended to eliminate a
requirement that revolving loans be periodically reduced. In April 2001, certain
of the covenants contained in the Credit Agreement were amended to permit the
Company to incur certain additional indebtedness, engage in a broader range of
business, make certain additional investments and capital expenditures and
reinvest asset disposition proceeds within 180 days, rather than prepay the term
loan facilities with such proceeds. During the years ended December 31, 2001 and
2000, the borrowings made under the Term B Loan were $15.0 million and $30.0
million, respectively. For the years ended December 31, 2001 and 2000, $0.4 and
$0.2 million of the Term B Loan were repaid, respectively.

Contractual Obligations

The following is a summary of contractual cash obligations (dollars in
thousands):

<TABLE>
<CAPTION>

                                                                       Payments due in:

                                               Total         2002           2003      2004          2005   After 5 years
                                               -----         ----           ----      ----          ----   -------------
<S>                                            <C>          <C>            <C>       <C>            <C>    <C>

Term A Loan                                    9,000        9,000              -                       -               -
                                                                                         -
Term B Loan                                   44,413          450         43,963         -             -               -
Senior Notes                                 130,000        3,700              -                       -         126,300
                                                                                         -
Capital Leases                                 1,928        1,069            859                       -               -
                                                                                         -
Operating Leases                               8,342        2,585          1,912     1,465         1,098           1,282
Notes Payable                                  3,119        1,256          1,038       660           165               -
                                               -----        -----          -----       ---           ---        --------
Total Contractual Cash Obligations           196,802       18,060         47,772     2,125         1,263         127,582
                                             =======      =======        =======    ======       =======         =======

</TABLE>

Effect of Inflation; Seasonality

Inflation has not generally been a material factor affecting the Company's
business. The Company's general operating expenses, such as salaries, employee
benefits and facilities costs are subject to normal inflationary pressures.




                                       13

<PAGE>

The operations of the Company are generally subject to seasonal fluctuations
coinciding with the spring and fall turnaround schedules of its major customers.

New Accounting Standards

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires all business combinations initiated after June 30, 2001,
to be accounted for using the purchase method of accounting. The Company adopted
SFAS No. 141 for its December 2001 acquisition.

SFAS No. 142 will be implemented by the Company on January 1, 2002. Under SFAS
No. 142, goodwill is no longer subject to amortization over its useful life;
rather, it is subject to at least annual assessments of impairment. Goodwill
amortization for the year ended December 31, 2001 was $2.8 million, inclusive of
an impairment charge of $1.4 million. During 2002, the Company will evaluate its
goodwill for impairment under the provisions of SFAS No. 142.

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

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk related to changes in interest
rates on its variable rate debt. The Company has used derivative financial
instruments from time to time to manage this risk. The value of market risk
sensitive derivatives and other finance instruments is subject to change as a
result of movements in market rates and prices. Sensitivity analysis is one
technique used to evaluate these impacts. Based upon a hypothetical ten percent
change in interest rates, the potential losses in future earnings, fair value
and cash flows are not material. The Company did not have any derivative
financial instruments in place at December 31, 2001.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Index to Financial Statements and Financial Statement Schedules" on Page
F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.




                                       14

<PAGE>


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

The following table sets forth certain information with respect to directors and
executive officers of the Company as of March 29, 2002. Each director and
officer holds office until a successor is elected and qualified or until his
earlier death, resignation or removal.

<TABLE>

               Name                  Age                            Position and Offices
               ----                  ---                            --------------------
<S>                                  <C>       <C>


     John M. Monter                   54       Chairman, Chief Executive Officer, President and Director
     Ian R. Alexander                 55       Vice President, Business Development
     Jeffrey W. Peterson              43       Chief Financial Officer and Vice President, Finance
     Raymond L. Edwards               48       Vice President, Administration and Secretary
     Guy S. Huelat                    40       Vice President, Resource Management
     Scott M. Robinson                54       Vice President, Operations-Southwest Region
     David R. Cichy                   51       Vice President, Operations-Northern Region
     James "Marty" McGee              45       Vice President, Operations-Southeast Region
     Ari Benacerraf                   39       Director
     Robert Bonczek                   56       Director
     James S. Carlisle                59       Director
     Thompson Dean                    44       Director
     Cherie C. Rice                   39       Director
     Karl R. Wyss                     61       Director

</TABLE>

John M. Monter, Chairman, Chief Executive Officer, President and Director: Mr.
Monter has served as a director, Chief Executive Officer and President since the
Acquisition. In April 2001, Mr. Monter was appointed as the Chairman of the
Board. Prior to joining the Company at the time of the Acquisition, Mr. Monter
held a variety of corporate and operating assignments at Cooper Industries, Inc.
("Cooper") where he began his career in 1977. Mr. Monter was President of the
Bussmann Division of Cooper, which manufactures electrical overcurrent fuses,
from 1992 to 1996.

Ian R. Alexander, Vice President, Business Development: Mr. Alexander assumed
his current role in April 2001 on a part time basis. Prior to joining the
Company as Chief Financial Officer and Vice President, Finance in April 1998,
Mr. Alexander had a variety of assignments with BP Oil Company from 1973 until
1993 in Europe, Africa and the U.S.A. He then became Chief Financial Officer and
Executive Vice President of Purina Mills, Inc. until it was sold to Koch
Industries in March 1998.

Jeffrey W. Peterson, Chief Financial Officer and Vice President, Finance: Mr.
Peterson became Chief Financial Officer and Vice President, Finance for the
Company in April 2001. Prior to that, he held the positions of Corporate
Controller and Region Controller since joining Brand in 1992. Mr. Peterson held
the position of Division Controller over various divisions of Waste Management,
Inc. from 1987 to 1992. He began his career in public accounting with the firms
of Coopers and Lybrand and Peat Marwick, Mitchell and Company.

Raymond L. Edwards, Vice President, Administration and Secretary: Mr. Edwards
joined the Company in his current role in November 1996. Prior to joining the
Company, he held a variety of management positions, most recently, with Cooper
from 1984 to 1996, including Vice President, Human Resources from 1990 to 1996.

Guy S. Huelat, Vice President, Resource Management: Mr. Huelat joined the
Company in January 1997 in his current position. Prior to joining the Company,
Mr. Huelat was a Plant Manager from 1989 to 1994 and a Materials Manager from
1994 to 1996 at Cooper. From 1996 to 1997, he was Director of Logistics for
Planning and Customer Service for Kimble Glass, Inc.

Scott M. Robinson, Vice President, Operations - Southwest Region: Mr. Robinson
joined the Company as Vice President, Marketing in March 1997 and in December of
1997 he assumed the position of Vice President, Operations - Central Region. In
January 1998 he began his current assignment over the Southwest Region. Prior to
joining the Company, Mr. Robinson held various positions at Cooper, including
Vice President, Sales from 1993 to 1997 and Vice President, Marketing from 1987
to 1993.


                                       15

<PAGE>


David R. Cichy, Vice President, Operations - Northern Region: Mr. Cichy was
appointed Vice President, Operations - Northern Region in 1996. Beginning in
1978, Mr. Cichy served in various construction management functions with RIS
including Vice President, Resource Management from 1993 to 1996.

James "Marty" McGee, Vice President, Operations - Southeast Region: Mr. McGee
has held his current position since the Acquisition. From 1993 until the
Acquisition, Mr. McGee held various region management positions with RIS and
Waste Management Technologies ("WMX"). Mr. McGee has been with the Company in
various management positions since 1981 including President, Southern Regional
Scaffolding in 1993, Southern Region Manager in 1994 and Vice President,
Southern Operations for WMX Services group (29 locations, five different Rust
companies), from 1995 to 1996.

Ari Benacerraf, Director: Mr. Benacerraf has been a Managing Director of DLJ
Merchant Banking, Inc. since 2001 and has served in various capacities with DLJ
Merchant Banking for the past five years. Mr. Benacerraf serves as director of
Frontier Drilling ASA and Localiza Rent-a-Car S. A. Mr. Benacerraf became a
Director of the Company in April 2001.

Robert Bonczek, Director: Mr. Bonczek has been President and a director of
ApsenTree Capital, a private money management firm since 1991, and has been a
director of the Company since the Acquisition. He is a legal consultant to
Wilmer, Cutler and Pickering. Mr. Bonczek is a director of DCV, Inc. He is also
the Chief Financial Officer and General Counsel for Trimeris, Inc., a NASDAQ
listed biotech company.

James S. Carlisle, Director: Mr. Carlisle has been Chief Executive Officer of
Carlisle Enterprises LLC, a Fprivate equity investment firm engaged in the
acquisition and management of leveraged buyout companies since 1989, and has
been a director of the Company since the Acquisition.

Thompson Dean, Director: Mr. Dean has been a Managing Director of CSFB since
joining CSFB in November 2000. Mr. Dean serves as Chairman of the Board of
Arcade Holding Corporation, DeCrane Aircraft Holdings, Inc. and Von Hoffmann
Press, Inc. He has served in various capacities since joining DLJ Merchant
Banking Group in 1988. Prior to joining DLJ, Mr. Dean was Vice President in the
special finance group with Goldman Sachs & Co. Mr. Dean became a Director in
2002.

Cherie C. Rice, Director: Ms. Rice has been with Waste Management since November
1985, and has been in her current role as Vice President, Investor Relations of
Waste Management, Inc since July 1997. During her 16 year career with the
company, she worked her way up through the field operations' finance and
accounting ranks, spending several years in field financial positions, including
three years as an Area Vice President and Controller based in Atlanta, Georgia.
Prior to joining Waste Management, Ms. Rice worked for Tektronix, Inc. as a
financial analyst. Ms. Rice became a Director of the Company in February, 2002.

Karl R. Wyss, Director: Mr. Wyss is the Chairman and Chief Executive Officer of
Thermadyne Holding Corporation. Prior to joining Thermadyne, Mr. Wyss held the
position of Managing Director and Operating Partner with DLJ's Merchant Banking
Group ("DLJMB"). Prior to joining DLJMB in 1993, he was Chairman and Chief
Executive Officer of Lear Siegler Inc. from 1989 to 1993. He serves on the
boards of CommVault Systems, Inc., EZ Buy & EZ Sell Recycler Corp., Localiza
Rent A Car S.A., OSF, Inc., Manufacturer's Services Limited, Pharmaceutical Fine
Chemicals, S.A. and Von Hoffman Press, Inc. Mr. Wyss has been a Director of the
Company since the Acquisition.

In accordance with the shareholders agreement described in item 13, Messrs.
Monter, Benacerraf, Bonczek, Dean and Wyss have been designated by DLJMB, a
subsidiary of Credit Suisse First Boston; Mr. Carlisle has been designated by
Carlisle Enterprises, LLC, and Ms. Rice has been designated by RIS, an indirect
subsidiary of Waste Management, Inc.

Compensation of Directors

Directors of the Company do not receive cash compensation for serving as
directors; however, directors who were not employees of Holdings, the Company or
any of their institutional shareholders, have been awarded options to purchase
shares of the common stock of Holdings at fair market value at date of grant as
determined by the Board of Directors. As of December 31, 2001, options to such
unaffiliated directors were outstanding for an aggregate of 170,000 shares of
common stock at a weighted average price of $1.66 per share. Options covering
95,000 of such shares were exercisable at December 31, 2001. The remaining
options are scheduled to become exercisable in 2002 through 2004 but may vest
earlier in certain circumstances.


                                       16

<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION


The information contained in Item 11 is not presented in thousands of dollars.

Compensation Committee

Compensation of the Company's management is determined by a committee comprised
of Messrs. Carlisle and Wyss.

Executive Compensation

The following table sets forth the compensation earned by the Chief Executive
Officer and the most highly paid executive officers for services rendered in
2001, 2000 and 1999:

Summary Compensation Table

<TABLE>
<CAPTION>

                                                                                                    Company's
                                                                                   Other         matching 401-K
                                                         Salary      Bonus        Compensation    contribution
       Name and Principal Position                         ($)         ($)          ($)                ($)
       ----------------------------                      ------     ------        ------------    ------------

<S>                                             <C>      <C>       <C>            <C>            <C>


John M. Monter,                                  2001    406,016     487,200        14,962            1,700
Chief Executive Officer                          2000    388,270     417,690        15,361            1,700
                                                 1999    375,000     283,263        14,452            1,600

Ian R. Alexander,                                2001    121,842     146,211             -            1,700
Vice President, Business Development             2000    187,470     203,585             -            1,700
                                                 1999    180,253     136,157             -            1,600

Jeffrey W. Peterson, Chief Financial             2001    136,188     138,500             -            1,700
Officer, Vice President, Finance                 2000    119,995      45,180             -            1,700
                                                 1999    104,000      26,469             -            1,600

Raymond L. Edwards,                              2001    163,155     195,786             -            1,700
Vice President, Administration                   2000    155,376     171,077             -            1,700
                                                 1999    149,406     112,856             -            1,600

Guy S. Huelat,                                   2001    153,546     184,255             -            1,700
Vice President, Resource Management              2000    144,165     160,898             -            1,700
                                                 1999    133,494     102,172             -            1,600

Scott M. Robinson,                               2001    161,283     193,540             -            1,700
Vice President Operations -                      2000    153,608     174,837             -            1,700
Southwest Region                                 1999    148,408      40,000         1,454            1,600

David R. Cichy,                                  2001    153,005     183,600         6,300            1,700
Vice President Operations -                      2000    145,018     160,889         6,300            1,700
Northern Region                                  1999    127,213     133,269         6,058            1,600

James "Marty" McGee,                             2001    155,834     187,000             -            1,700
Vice President Operations -                      2000    147,014     136,241             -            1,700
Southeast Region                                 1999    140,005     106,567             -            1,600

</TABLE>

The individuals named in the foregoing table are collectively referred to as the
Brand Advisory Team.


                                       17
<PAGE>



Equity Incentive and Stock Options

In addition to compensation reflected in the foregoing table, Holdings has
adopted equity incentive plans pursuant to which members of the Brand Advisory
Team and other employees of the Company have been permitted to purchase shares
(or have been granted options to acquire shares) of Holdings' common stock at
prices equal to the fair market value of such stock as of the date of grant.

During 2001, members of the Brand Advisory Team were granted purchase rights at
$2.55 per share of Holdings' common stock as set forth in the following table.
The table also reflects the number of shares subject to options, if any, held by
the Brand Advisory Team as of December 31, 2001:

<TABLE>
<CAPTION>


                                                2001 Purchase Rights
                                                --------------------
                                                                                            Shares Subject to
                Name               Number of            Shares       Shares Subject            Option at
                ----                Shares            Purchased        to Option            December 31, 2001
                                   ----------         ---------      --------------         -----------------
<S>                               <C>                 <C>            <C>                    <C>

     John M. Monter                   70,000            70,000             -                   -
     Ian R. Alexander                 10,000            10,000             -               40,000 (1)
     Jeffrey W. Peterson              40,000            40,000             -                  900 (2)
     Raymond L. Edwards               22,000            22,000             -                   -
     Guy S. Huelat                    22,000            22,000             -                   -
     Scott M. Robinson                22,000              -              22,000            22,000 (3)
     David R. Cichy                   22,000              -              22,000            22,000 (3)
     James "Marty" McGee              22,000              -              22,000            22,000 (3)
</TABLE>


(1)  32,000 of such shares were exercisable at December 31, 2001.
(2)  None of such shares were exercisable at December 31, 2001.
(3)  All shares were exercisable at December 31, 2001.

In connection with the exercise, in 1999, of options originally granted during
1997 and 1998, certain members of the Brand Advisory Team entered into
restricted stock agreements ("RSAs") with Holdings, pursuant to which a portion
of the shares acquired upon exercise of the options would be subject to
forfeiture in the event of a termination of employment prior to full vesting
under the terms of the RSAs. Annual vesting of the shares subject to the RSAs
was dependent upon the achievement of annual operating budgets or other targets
established by the board of directors. As of December 31, 2001, vesting under
the RSAs was complete and the forfeiture restrictions applicable to the
remaining 20% of the shares originally subject to the RSAs expired. The total
number of shares of Holdings common stock originally covered by the RSAs held by
members of the Brand Advisory Team is as follows: John M. Monter, 437,500;
Raymond L. Edwards, 42,000; Guy S. Huelat, 42,000; Scott M. Robinson, 40,000;
David R. Cichy, 40,000; and James "Marty" McGee, 42,000.

Shares of Holdings common stock owned by members of the Brand Advisory Team and
other employees of the Company are subject to the terms of the Shareholders
Agreement dated as of September 30, 1996 among Holdings and its institutional
shareholders. Such shares are subject to repurchase at the option of Holdings at
fair market value under certain circumstances, including termination of
employment (unless the common stock of Holdings is publicly held).

During 2001, in connection with the purchase of certain shares pursuant to the
foregoing equity incentives and stock option programs, Holdings has extended
loans to members of the Brand Advisory Team as follows: John M. Monter,
$160,650; Ian R. Alexander, $22,950; Jeffrey W. Peterson, $95,040; Raymond L.
Edwards, $50,490; and Guy S. Huelat, $50,490. Such loans are represented by
recourse notes and are secured by the respective shares of common stock
purchased with the proceeds. Also during 2001, members of the Brand Advisory
Team executed new, consolidated notes in respect of prior loans made by Holdings
relating to the purchase of shares, and exercise of options, relating to
Holdings' common stock. Such consolidated notes are also on a recourse basis and
secured by the respective shares of common stock purchased with the proceeds.
The indebtedness due Holdings under the consolidated notes is as follows: John
M. Monter, $629,480; Raymond L. Edwards, $95,130; Guy S. Huelat, $95,130; Scott
M. Robinson, $93,530; David R. Cichy, $93,530; and James "Marty" McGee, $90,120.
All of such notes remained outstanding at December 31, 2001. Both the 2001 notes
and the consolidated notes bear interest at the rate of 3% per annum and mature
in 2006. The aggregate outstanding indebtedness of $1,476,540 due Holdings
pursuant to the 2001 notes and the consolidated notes is

                                       18

<PAGE>



secured by an aggregate of 1,121,240 of the shares of Holdings' common stock
held by members of the Brand Advisory Team.

Employment Agreements

Mr. Monter entered into an employment agreement with the Company on June 1,
1999, pursuant to which he serves as President and Chief Executive Officer. The
employment agreement was amended on June 30, 2000. The employment agreement
terminates on March 31, 2004, and provides for an annual salary of not less than
$390,000. Mr. Monter is also eligible for a bonus of up to 120% of his base
salary. The Company is obligated to remit the first five annual scheduled
payments of premiums in the amount of $200,000 each, on an insurance policy
pursuant to a Split-Dollar agreement entered into between the Company and Mr.
Monter. In the event the Company terminates Mr. Monter's employment without
cause or he becomes disabled, he is entitled to his (i) base salary through the
date of termination, earned bonus for prior fiscal year but not yet paid, and
any unreimbursed business expenses; (ii) base salary through the last day of the
24th month following the date of termination ("the Severance Period"); (iii)
continued coverage under the Company's welfare benefits for up to the end of the
Severance Period or such time as Mr. Monter is eligible to receive comparable
welfare benefits; and (iv) in the case of termination without cause, a bonus
equal to $39,000 multiplied by the number of months remaining in the Severance
Period. Any unvested stock options held by Mr. Monter shall vest upon a change
in control of the Company. As a part of the employment agreement, Mr. Monter has
entered into covenants prohibiting him from competing with the Company, working
for any of the Company's competitors or using proprietary information for a
twelve-month period following his departure from the Company.

Each of the other members of the Brand Advisory Team has entered into an
employment agreement with the Company for terms currently effective through
March 31, 2003. The agreement is automatically extended thereafter for one year
terms unless a written notice to terminate is provided by the Company not less
than 30 days nor more than 60 days prior to the end of the then current term.
The Brand Advisory Team members' receipt of post termination severance benefits
are conditioned upon the member releasing the Company from certain potential
claims and upon the individual's compliance with confidentiality and
non-competition provisions included in the employment agreements. In the event
of a change of control of the Company during the term of the agreements, the
term is extended for a two year period to assure the Company or its successor of
the continued availability of the Brand Advisory Team members during such period
and the executives receive severance protection (other than for cause) during
such extended term.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

All of the issued and outstanding common stock of the Company is held by
Holdings (and pledged to secure the Credit Agreement). The following table sets
forth certain information with respect to the beneficial ownership of the common
stock of Holdings as of December 31, 2001, by (i) each person or group known to
the Company who beneficially owns more than five percent of the common stock of
Holdings and (ii) all directors and executive officers of the Company as a
group:

<TABLE>
<CAPTION>

                                                                   Number of Shares             Percentage
     Name and Address of Beneficial Owner                          of Common Stock                of Class
     ------------------------------------                          ---------------              ----------
<S>                                                                <C>                          <C>

     Credit Suisse First Boston (USA), Inc. (1)                        8,762,500                     60.0%
     11 Madison Avenue, 16th Floor
     New York, New York 10010
     Waste Management, Inc.(2)                                         2,487,500                     17.0%
     1001 Fannin
     Houston, Texas 77002
     Carlisle Enterprises, LLC.(3)                                     1,297,500(4)                   8.9%
     7777 Fay Avenue
     La Jolla, California 92037
     John M. Monter                                                    1,007,906                      6.9%
     15450 S. Outer Highway 40, Suite 270
     Chesterfield, MO 63017
     All directors and officers as a group (5)(6)                      2,127,486(5)                  14.4%


</TABLE>


                                       19

<PAGE>


(1)  Consists of shares held by DLJMB, DLJ Offshore Partners, C.V. ("Offshore"),
     DLJ Merchant Banking Funding, Inc. ("Funding") and DLJ International
     Partners, C.V. ("International"), each of which is affiliated with and
     directly and indirectly controlled by Credit Suisse First Boston (USA) Inc.
     ("CSFB"). See "Certain Relationships and Related Transactions." The address
     of each of Offshore and International is John B. Gorsivaweg, 6 Willemstad,
     Curacao, Netherlands Antilles. As a general partner of DLJMB, Offshore and
     International, DLJMB, Inc. may be deemed to beneficially own indirectly all
     of the shares held by DLJMB, Offshore and International, and as the parent
     of each of DLJMB, Inc. and Funding, Credit Suisse First Boston (USA), Inc.
     may be deemed to beneficially own indirectly all of the shares held by
     DLJMB, Offshore, International and Funding.
(2)  Shares are held by Rust Industrial Services, Inc., a wholly owned
     subsidiary of Rust International, which is majority owned by WMIS, a
     subsidiary of Waste Management, Inc.
(3)  Shares are held by Carlisle-Brand Investors, L.P. of which the general
     partner is Carlisle Group, L.P. Carlisle Enterprises, LLC is the general
     partner of Carlisle Group, L.P.
(4)  Includes 47,500 shares issuable upon the exercise of currently exercisable
     options held by Carlisle Group. Does not include an additional 871,250
     shares issuable upon exercise of options not currently exercisable and
     which will not become exercisable within 60 days of the date of this
     report.
(5)  Includes shares owned by Mr. John M. Monter, President and Chief Executive
     Officer of Brand. Does not include shares deemed beneficially owned by
     CSFB, Waste Management or Carlisle Enterprises, LLC. (6) Does not include
     shares which may be purchased upon options which are not currently vested
     or not becoming vested within 60 days of the date of this report.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to the shareholders agreement dated as of September 30, 1996, between
DLJMB, Carlisle, Rust, the Company, Holdings and certain other individuals,
Holdings' board consists of seven members: five nominated by DLJMB, one
nominated by Carlisle and one nominated by RIS. The shareholders agreement also
provides for certain restrictions on transfers of Holdings' common stock. In
addition, the shareholders agreement provides for certain rights of first
refusal in favor of DLJMB, certain rights and obligations on the part of
shareholders to participate in transfers of shares by DLJMB and preemptive
rights for DLJMB, Carlisle and Rust Industrial under certain circumstances. The
shareholders agreement further provides that DLJMB, Carlisle and Rust Industrial
each have the right, subject to certain conditions, to request that Holdings
register securities that they own under the Securities Act and to participate in
other registrations of Holdings' and the Company's securities, in each case at
Holdings' expense.

The shareholders agreement provides for certain advisory relationships and the
payment of management advisory fees. For five years after the date of the
agreement, DLJSC is engaged as the exclusive financial and investment banking
advisor for Holdings, on customary terms. Pursuant to the shareholders
agreement, DLJMB, Inc., the sole general partner of DLJMB, and Carlisle Group,
the sole general partner of Carlisle, each receive an annual advisory fee of
$250 from Holdings. DLJSC received customary fees in connection with the
underwriting, purchase and placement of the Senior Notes.

Holdings has entered into a stock option agreement with Carlisle Group. The
stock option agreement gives Carlisle Group the right to acquire up to 918,750
shares of the common stock of Holdings for $1.00 per share. The exact number of
shares that may be acquired pursuant to the stock option agreement depends upon
Holdings' financial performance, equity financings by Holdings and other
factors. Carlisle Group's rights under the stock option agreement vest
progressively throughout the term of the agreement. As of December 31, 2001,
options to acquire 47,500 of such shares had become vested. The stock option
agreement will terminate on or, under certain circumstances, before September
30, 2006.

DLJ Capital, the Syndication Agent and a lender under the Credit Agreement, is
an affiliate of DLJMB and DLJSC, which are now controlled by CSFB. The proceeds
from the sale of the Senior Notes were used to repay indebtedness under the
Credit Agreement, $1.6 million of which was owed to DLJ Capital. In connection
with an amendment to the existing Credit Agreement, the Company paid customary
fees to DLJ Capital, as the Syndication Agent and as a lender under the Credit
Agreement.

Information regarding the indebtedness of the members of the Brand Advisory Team
to the Company is included in Item 11 above.


                                       20


<PAGE>
ITEM 14. EXHIBITS, INDEX TO FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES
         AND REPORTS ON FORM 8-K

Documents Filed as Part of this Report

(1) and (2) Financial Statements.

See Index to Financial Statements on Page F-1 of this report.

(1)  Exhibits

See Index on Page E-1 of this report.

Reports filed with Form 8-K

None filed.

                                       21

<PAGE>









         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


<TABLE>
<S>                                                                                                            <C>


Brand Services, Inc. and Subsidiaries:
   Report of Independent Public Accountants                                                                    F-2
   Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999                  F-3
   Consolidated Balance Sheets as of December 31, 2001 and 2000                                                F-4
   Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999                  F-6
   Consolidated Statements of Stockholder's Equity (Deficit) for the years ended December 31,
   2001, 2000 and 1999                                                                                         F-8
   Notes to Consolidated Financial Statements                                                                  F-11

</TABLE>

                                      F-1

<PAGE>








                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Brand Services, Inc.:


We have audited the accompanying consolidated balance sheets of Brand Services,
Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000,
and the related consolidated statements of operations, stockholder's equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Brand Services, Inc.
and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.



ARTHUR ANDERSEN LLP



St. Louis, Missouri
March 8, 2002

                                      F-2
<PAGE>




                      BRAND SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                       ---------------------------------------------------

                                                                            2001             2000              1999
                                                                            ----             ----              ----
<S>                                                                    <C>                  <C>               <C>

Revenue:
  Labor                                                                    $ 226,099        $ 189,891         $ 158,532
  Equipment rental                                                            68,130           67,060            54,653
  Equipment sales                                                             10,860            7,115             5,731
                                                                        ------------     ------------      ------------
 Total revenues                                                              305,089          264,066           218,916
                                                                        ------------     ------------      ------------
Operating expenses:
  Labor                                                                      182,672          155,081           130,237
  Equipment rental                                                            26,042           27,412            25,190
  Equipment sales                                                              6,853            4,827             4,140
  Divisional operating expenses                                               16,725           16,369            12,063
                                                                        ------------     ------------      ------------
Total operating expenses                                                     232,292          203,689           171,630
                                                                        ------------     ------------      ------------
           Gross profit                                                       72,797           60,377            47,286

Selling and administrative expenses                                           42,773           39,242            31,550
                                                                        ------------     ------------      ------------
           Operating income                                                   30,024           21,135            15,736

Interest expense                                                              20,797           20,414            17,758
Interest income                                                                 (609)             (95)             (159)
                                                                        ------------     ------------      ------------
           Income (loss) before provision for income tax                       9,836              816            (1,863)

Provision for income tax                                                           -                -                 -
                                                                        ------------     ------------      ------------
         Net income (loss)                                                     9,836              816            (1,863)

Less-  Accretion of preferred stock dividends                                 (7,308)          (6,338)           (5,497)
                                                                        ------------     ------------      ------------
         Net income (loss) applicable to common stock                      $   2,528        $  (5,522)      $    (7,360)
                                                                        ============     ============      ============

</TABLE>


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


                                      F-3
<PAGE>




                      BRAND SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                     (In thousands except per share amounts)
<TABLE>
<CAPTION>


                                                                                        December 31,     December 31,
                                                                                            2001             2000
                                                                                        -----------      -----------
<S>                                                                                    <C>               <C>

                                     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                             $    12,660       $    3,139
   Trade accounts receivable, net of allowance for doubtful accounts of $1,150 in
     2001, and $913 in 2000                                                                   53,175           46,016
   Costs and estimated earnings in excess of billings on uncompleted contracts                 2,130            3,218
   Notes receivable, current portion                                                             299              218
   Other current assets                                                                        8,005            7,554
                                                                                        ------------     ------------
           Total current assets                                                               76,269           60,145
                                                                                        ------------     ------------
PROPERTY AND EQUIPMENT:
   Land                                                                                        1,721            1,716
   Buildings                                                                                   3,627            3,227
   Vehicles and other equipment                                                               34,542           33,076
   Scaffolding equipment                                                                     216,776          201,825
   Leasehold improvements                                                                        881              893
                                                                                        ------------     ------------
           Total property and equipment, at cost                                             257,547          240,737

   Less-  Accumulated depreciation and amortization                                           83,903           65,170
                                                                                        ------------     ------------
           Total property and equipment, net                                                 173,644          175,567
                                                                                        ------------     ------------

OTHER ASSETS                                                                                   7,523           10,537
                                                                                        ------------     ------------
           Total assets                                                                  $   257,436       $  246,249
                                                                                        ============     ============

</TABLE>






                          (Continued on following page)

                                      F-4


<PAGE>




                      BRAND SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (Continued)
                     (In thousands except per share amounts)

<TABLE>
<CAPTION>

                                                                                        December 31,     December 31,
                                                                                            2001             2000
                                                                                        ------------     ------------
<S>                                                                                     <C>              <C>


                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Revolving loan                                                                        $         -       $    4,125
   Current maturities of long-term debt                                                       13,150            8,800
   Notes payable and capital lease obligations, current portion                                2,209            1,145
   Accounts payable and accrued expenses                                                      37,028           34,473
   Billings in excess of costs and estimated earnings on uncompleted contracts                 1,340            1,845
                                                                                        ------------     ------------
           Total current liabilities                                                          53,727           50,388
                                                                                        ------------     ------------

LONG-TERM DEBT                                                                               170,263          168,525
                                                                                        ------------     ------------

NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS                                                    2,708            5,131
                                                                                        ------------     ------------

DEFERRED INCOME TAXES                                                                            448            1,662
                                                                                        ------------     ------------
14.5% SENIOR EXCHANGEABLE PREFERRED STOCK, $0.01 par value, 1,250,000 shares
   authorized, 1,042,460 issued and outstanding                                               55,050           47,742
                                                                                        ------------     ------------
STOCKHOLDER'S EQUITY (DEFICIT):
   Common stock, $0.01 par value, 100 shares authorized, issued and outstanding                    -                -
   Paid-in capital                                                                            20,143           19,723
   Receivables from sale of Holdings' common stock                                            (1,477)          (1,097)
   Predecessor basis adjustment                                                              (13,038)         (13,038)
   Cumulative translation adjustment                                                          (1,768)          (1,639)
   Accumulated deficit                                                                       (28,620)         (31,148)
                                                                                        ------------     ------------
           Total stockholder's deficit                                                       (24,760)         (27,199)
                                                                                        ------------     ------------
           Total liabilities and stockholder's deficit                                   $   257,436       $  246,249
                                                                                        ============     ============

</TABLE>






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



                                      F-5

<PAGE>





                      BRAND SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                       ---------------------------------------------------

                                                                            2001             2000              1999
                                                                          -------          -------           --------
<S>                                                                    <C>                <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                      $   9,836         $     816        $  (1,863)
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities-
       Deferred income tax provision (benefit)                                 (244)             (339)              29
       Depreciation and amortization                                         27,162            25,964           24,491
       Changes in operating assets and liabilities-
         Trade accounts receivable, net                                      (7,159)           (8,134)          (5,861)
         Costs and estimated earnings in excess of billings on
           uncompleted contracts                                              1,088            (1,432)             270
         Notes receivable                                                       154               190              220
         Other current assets                                                  (451)           (4,110)             (33)
         Scaffolding equipment                                                1,744             4,827            4,140
         Accounts payable and accrued expenses                                2,555             8,230            2,194
         Billings in excess of costs and estimated earnings on
           uncompleted contracts                                               (505)            1,114              (69)
       Other                                                                 (1,868)           (4,003)          (2,370)
                                                                         ----------        ----------      -----------
           Net cash provided by operating activities                         32,312            23,123           21,148
                                                                         ----------        ----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                      (19,635)          (32,234)         (23,452)
   Receipts on note receivable from WMIS                                          -                 -            2,175
   Proceeds from sales of property and equipment other than
     scaffolding                                                                  -                43               55
   Payments for acquisitions                                                 (3,800)          (10,955)          (1,875)
                                                                         ----------        ----------      -----------
           Net cash used for investing activities                           (23,435)          (43,146)         (23,097)
                                                                         ----------        ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                                              15,000            30,000                -
   Payments of long-term debt                                                (8,912)           (6,175)          (5,000)
   Capital contribution from Holdings                                            40               354              713
   (Payments) borrowings of revolving loans                                  (4,125)              165            3,960
   Payments on capital lease obligations                                     (1,359)           (1,426)            (605)
                                                                         ----------        ----------      -----------
         Net cash provided by (used for) financing activities                   644            22,918             (932)
                                                                         ----------        ----------      -----------

</TABLE>



                          (Continued on following page)



                                      F-6

<PAGE>
                      BRAND SERVICES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                       ---------------------------------------------------
                                                                            2001             2000              1999
                                                                            ----             ----              ----
<S>                                                                    <C>                <C>               <C>
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                             $  9,521        $  2,895          $ (2,881)

CASH AND CASH EQUIVALENTS, beginning of period                               3,139             244             3,125
                                                                          --------        --------          --------
CASH AND CASH EQUIVALENTS, end of period                                  $ 12,660        $  3,139          $    244
                                                                          ========        ========          ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
   Interest paid                                                          $ 20,178        $ 19,957          $ 16,934
   Income taxes paid                                                           646             378               165

NONCASH TRANSACTIONS:
   Paid in-kind accretion of preferred stock dividends                    $  7,308        $  6,338          $  5,497
   Notes payable, issued in connection with acquisitions                       500           3,300               200
   Purchase of equipment with capital lease                                      -             289                 -
</TABLE>








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




                                      F-7

<PAGE>




                      BRAND SERVICES, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                       (In thousands except share amounts)


<TABLE>
<CAPTION>
                                                 Receivables
                                                from Sale of
                    Common Stock     Additional   Holding's     Predecessor                    Cumulative
                    ------------      Paid In      Common          Basis       Accumulated     Translation            Comprehensive
                   Shares Dollars     Capital       Stock       Adjustment       Deficit       Adjustment    Total    Income (Loss)
                   ------ -------     -------       -----       ----------       -------       ----------    -----    -------------
<S>                <C>    <C>        <C>        <C>             <C>            <C>             <C>          <C>       <C>
Balance,
   December 31,
   1998            100    $   -      $ 18,525      $ (336)      $ (13,038)     $ (18,266)       $ (1,368)   $ (14,483)
Comprehensive
   loss
   Net loss          -        -             -           -               -         (1,863)              -       (1,863)   $ (1,863)
   Translation
      adjustment     -        -             -           -               -              -             517          517         517
                                                                                                                          -------
Comprehensive
   loss                                                                                                                  $ (1,346)
                                                                                                                          =======
Paid-in-capital
   from exercise
   of stock           -       -           131           -               -              -               -          131
   options
Issuance of
   promissory
   notes from
   officers and
   employees          -       -             -        (486)              -              -               -        (486)
Capital
   contribution
   from DLJ
   Brand
   Holdings, Inc.     -       -           713           -               -              -               -         713
Paid-in-kind
   accretion of
   preferred
   dividends          -       -             -           -               -         (5,497)              -      (5,497)
                    ---   -----      --------      ------       ---------      ---------          ------   ---------
Balance,
   December 31,
   1999             100   $   -      $ 19,369      $ (822)      $ (13,038)     $ (25,626)         $ (851)  $ (20,968)
                    ===   =====      ========      ======       =========      =========          ======   =========
</TABLE>




                          (Continued on following page)



                                      F-8

<PAGE>


                      BRAND SERVICES, INC. AND SUBSIDIARIES


     CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (Continued)
                      (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                 Receivables
                                                from Sale of
                    Common Stock     Additional   Holding's     Predecessor                    Cumulative
                    ------------      Paid In      Common          Basis       Accumulated     Translation            Comprehensive
                   Shares Dollars     Capital       Stock       Adjustment       Deficit       Adjustment    Total    Income (Loss)
                   ------ -------     -------       -----       ----------       -------       ----------    -----    -------------
<S>                <C>    <C>        <C>        <C>             <C>            <C>             <C>          <C>       <C>

Balance,
  December 31,
  1999                100    $  -    $ 19,369    $   (822)      $(13,038)      $(25,626)      $   (851)     $(20,968)
Comprehensive
  income
  Net income            -       -           -           -              -            816              -           816    $    816
  Translation
    adjustment          -       -           -           -              -              -           (788)         (788)       (788)

Comprehensive
  income                                                                                                                $     28
                                                                                                                        ========
Issuance of
  promissory
  notes from
  officers and
  employees             -       -           -        (275)             -              -              -          (275)
Capital
  contribution
  from DLJ
  Brand
  Holdings, Inc.        -       -         354           -              -              -              -           354
Paid-in-kind
  accretion of
  preferred
  dividends             -       -           -           -              -         (6,338)             -        (6,338)
                      ---    ----    --------    --------       --------       --------       --------      --------
Balance,
  December 31,
  2000                100    $  -    $ 19,723    $ (1,097)      $(13,038)      $(31,148)      $ (1,639)     $(27,199)
                      ===    ====    ========    ========       ========       ========       ========      ========
</TABLE>







                          (Continued on following page)


                                      F-9

<PAGE>




                      BRAND SERVICES, INC. AND SUBSIDIARIES


     CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (Continued)
                      (In thousands except share amounts)



<TABLE>
<CAPTION>
                                                 Receivables
                                                from Sale of
                    Common Stock     Additional   Holding's     Predecessor                    Cumulative
                    ------------      Paid In      Common          Basis       Accumulated     Translation            Comprehensive
                   Shares Dollars     Capital       Stock       Adjustment       Deficit       Adjustment    Total    Income (Loss)
                   ------ -------     -------       -----       ----------       -------       ----------    -----    -------------
<S>                <C>    <C>        <C>        <C>             <C>            <C>             <C>          <C>       <C>

Balance,
  December 31,
  2000                100    $  -    $ 19,723    $ (1,097)      $(13,038)      $(31,148)      $ (1,639)     $(27,199)
Comprehensive
  income
  Net income            -       -           -           -              -          9,836              -         9,836    $  9,836
  Translation
    adjustment          -       -           -           -              -              -           (129)         (129)       (129)

Comprehensive
  income                                                                                                                $  9,707
                                                                                                                        ========
Issuance of
  promissory
  notes from
  officers and
  employees             -       -           -        (380)             -              -              -          (380)
Capital
  contribution
  from DLJ
  Brand
  Holdings, Inc.        -       -         420           -              -              -              -           420
Paid-in-kind
  accretion of
  preferred
  dividends             -       -           -           -              -         (7,308)             -        (7,308)
                      ---    ----    --------    --------       --------       --------       --------      --------

Balance,
  December 31,
  2001                100    $  -    $ 20,143    $ (1,477)      $(13,038)      $(28,620)      $ (1,768)     $(24,760)
                      ===    ====    ========    ========       ========       ========       ========      ========
</TABLE>







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






                                      F-10
<PAGE>

                      BRAND SERVICES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In thousands except share data)


1. ORGANIZATION AND BUSINESS:

Brand Services, Inc. (a Delaware corporation) and its subsidiaries (the
"Company" or "Brand") are 100% owned by DLJ Brand Holdings, Inc. ("Holdings").
Holdings is owned 60.0% by Credit Suisse First Boston (USA) Inc. ("CSFB") and
its affiliates, 8.6% by Carlisle Enterprises, L.P. ("Carlisle"), 17.0% by Rust
International Inc. ("Rust International") through its wholly owned subsidiary,
Rust Industrial Services Inc. ("RIS"), and 14.4% by the directors, officers and
employees of the Company. Rust International is a subsidiary of Waste Management
Industrial Services, Inc. ("WMIS").

On September 30, 1996, Brand, a newly formed entity created by the merchant
banking group of Donaldson, Lufkin and Jenrette, Inc. ("DLJ"), purchased the
assets of Rust Scaffold Services, Inc. and its subsidiaries, which were direct
and indirect subsidiaries of Rust International ("the Acquisition"). The
Acquisition was financed by $190.0 million in debt and accounted for under the
purchase method of accounting.

In September 1999, with unanimous consent of the Board of Directors, the name of
the corporation and the Certificate of Incorporation were changed from Brand
Scaffold Services, Inc. to Brand Services, Inc., effective January 1, 2000.

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 cleaning and maintenance
of refineries, chemical plants and utilities, as well as for new construction
projects. The Company provides personnel to erect and dismantle scaffolding
structures, transport scaffolding to project sites and supervise and manage such
activities. In addition, the Company rents and occasionally sells scaffolding
that is classified as property and equipment on the consolidated balance sheets.
The Company maintains a substantial inventory of scaffolding in the United
States and Canada.

The Company's services are not rendered to or dependent on any single customer
within the industrial or commercial markets and, therefore, the Company does not
believe that a material concentration of credit risk exists, except that one
customer accounted for 11%, 13% and 13% of revenue for the years ended December
31, 2001, 2000 and 1999, respectively.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

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.

Revenue Recognition

The Company recognizes contract revenue using the percentage-of-completion
method, with losses recognized in full when identified. Changes in project
performance and conditions, estimated profitability and final contract
settlements may result in future revisions to costs and income. Substantially
all of the Company's contracts are completed in less than six months. Other
revenues are recognized when the services are performed.


                                      F-11
<PAGE>

Sales of Scaffolding

The Company periodically sells scaffolding to third parties, primarily to its
rental customers. The Company recognizes revenue for the proceeds of such sales
and records as operating expense, the net book value of the scaffolding. Net
book value is determined assuming the oldest scaffolding is sold first, as the
Company maintains inventory records on a group basis.

Cash and Cash Equivalents

The Company considers all short-term deposits purchased with original maturities
of three months or less to be cash equivalents.

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and estimated earnings in excess of billings represent work performed
which either due to contract stipulations or lacking contractual documentation
needed, could not be billed. Substantially, all unbilled amounts are expected to
be billed and collected within one year.

Property and Equipment

Property and equipment (including major repairs and improvements that extend the
useful life of the asset) are capitalized and stated at cost. Ordinary
maintenance and repairs of equipment are charged to expense. The cost of
property and equipment is depreciated over the estimated useful lives on the
straight-line method as follows:

<TABLE>
<S>                                                  <C>
     Buildings                                       10 to 30 years
     Vehicles and other equipment                    3 to 8 years
     Scaffolding equipment                           2 to 20 years
     Leasehold improvements                          Life of the applicable lease or life of the
                                                     improvement, whichever is shorter
</TABLE>

For the years ended December 31, 2001, 2000 and 1999, depreciation expense was
$23,488, $24,502 and $23,488, respectively.

Deferred Financing Costs

In connection with borrowings under the Credit Agreement ("Credit Agreement")
and the February 1998 issuance of 10-1/4% Senior Notes, ("Senior Notes") the
Company incurred financing fees and expenses that were deferred and are being
amortized generally over 10 years. For the years ended December 31, 2001, 2000
and 1999, amortization expense related to deferred financing costs was $737,
$739, and $722, respectively. Accumulated amortization related to the deferred
financing costs was $3,127 and $2,387 as of December 31, 2001 and 2000,
respectively.

Asset Impairment

If facts and circumstances suggest that a long-lived asset may be impaired, the
carrying value is reviewed. If this review indicates that the value of the asset
will not be recoverable, as determined based on projected undiscounted cash
flows related to the asset over its remaining life, the carrying value of the
asset is reduced to its estimated fair value.

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Billings in excess of costs and estimated earnings on uncompleted contracts
represent amounts collected from customers at a faster rate than the work is
performed on these contracts. Substantially all of the costs related to these
amounts will be incurred within one year.

Workers' Compensation and Health Benefit Liabilities

The estimates of workers' compensation and health benefit liabilities are
developed using actuarial methods based upon historical data for payment
patterns, cost trends, utilization of health care services and other relevant
factors. These estimates are continually reviewed and adjustments, if necessary,
are reflected in the period known.


                                      F-12
<PAGE>

Foreign Operations

The assets and liabilities of the Company's wholly owned foreign subsidiary,
Brand Scaffold Services of Canada, Inc., are translated at the rates of exchange
in effect on the balance sheet date while income statement accounts are
translated at the average exchange rate in effect during the period. The
resulting translation adjustments are charged or credited to the cumulative
translation adjustment account included in stockholder's equity (deficit).
Revenue from the Canadian operation and scaffolding equipment in Canada are less
than 10% of the consolidated totals for the Company.

3. NOTES RECEIVABLE:

Notes receivable result from scaffolding sales. As of December 31, 2001 and
2000, $327 and $481, respectively, of such notes maturing in two to four years
were outstanding with interest rates ranging from 8.5% to 9.0%, and 8.5% to
9.0%, respectively.

4. OTHER ASSETS:

Other assets consists of the following at December 31:

<TABLE>
<CAPTION>
                                                                                           2001        2000
                                                                                          -------    --------
<S>                                                                                       <C>        <C>
        Deferred financing costs, net                                                     $ 3,317    $  4,048
        Notes receivable, net of current portion                                               28         263
        Goodwill, net of accumulated amortization of $3,382 in 2001,
            and $626 in 2000                                                                3,848       5,716
        Non-compete agreement                                                                 330         510
                                                                                          -------    --------
                                                                                          $ 7,523    $ 10,537
                                                                                          =======    ========
</TABLE>

Goodwill was amortized using the straight-line method over five years.
Amortization expense related to goodwill was $2,756, $542 and $96 for the years
ended December 31, 2001, 2000 and 1999, respectively. Goodwill amortization
expense for 2001 included an impairment charge of $1.4 million. During 2001,
goodwill associated with one of the acquired businesses in 2000 was written down
to $0 because the carrying value of the assets were below fair market value.
Amortization expense related to the non-compete agreement was $181, $182 and
$185 for the years ended December 31, 2001, 2000 and 1999, respectively.

5. ALLOWANCE FOR DOUBTFUL ACCOUNTS:

The allowance for doubtful accounts consists of the following:

<TABLE>
<CAPTION>
                                                                     For the years ended December 31
                                                                     -------------------------------
                                                                  2001            2000             1999
                                                                 -------         ------           -------
<S>                                                              <C>            <C>               <C>
Balance at beginning of year                                     $   913        $   770           $   812
Additions charged to operating expenses                            1,340          1,560               540
Net write-offs                                                    (1,103)        (1,417)             (582)
                                                                 -------        -------           -------
Balance at end of year                                           $ 1,150        $   913           $   770
                                                                 =======        =======           =======
</TABLE>

6. INCOME TAXES:

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred income taxes are
not provided on undistributed earnings of the Company's foreign subsidiary
because those earnings are considered to be permanently invested. If the
reinvested earnings were to be remitted, the U. S. income taxes under current
law would be immaterial.


                                      F-13
<PAGE>

For the years ended December 31, 2001, 2000, and 1999, such provision consisted
of a deferred domestic tax (benefit) of $440, ($666), and ($29), current foreign
tax expense (benefit) of $244, $339, and ($29), and deferred foreign tax expense
of ($684), $327, and $58, respectively.

The reconciliation of the statutory federal income tax expense (benefit) on the
Company's pretax income (loss) to the actual provision for income taxes for the
years ended December 31, 2001, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                  2001        2000        1999
                                                                                 -------     -------     -------
<S>                                                                              <C>         <C>         <C>
     Statutory federal income taxes                                              $ 3,344     $   278     $  (633)
     State and local taxes, net of federal                                           672         (33)        (95)
     Foreign taxes                                                                  (100)        151           7
     Valuation allowance                                                          (4,043)       (541)        604
     Other                                                                           127         145         117
                                                                                 -------     -------     -------
                Provision for income tax                                         $     -     $     -     $     -
                                                                                 =======     =======     =======
</TABLE>


The components of the net deferred income tax liability as of December 31, 2001,
and 2000, are as follows:

<TABLE>
<CAPTION>
                                                                                            2001        2000
                                                                                         --------    --------
<S>                                                                                      <C>         <C>
     Deferred tax assets:
        Accrued liabilities                                                              $  5,007    $  4,271
        Property and equipment                                                                954       1,791
        Net operating loss carryforward                                                    41,134      38,569
        Valuation allowance                                                                (4,683)     (8,726)
                                                                                         --------    --------
                 Deferred tax assets                                                       42,412      35,905
                                                                                         --------    --------

     Deferred tax liabilities:
        Property and equipment                                                            (42,860)    (37,567)
                                                                                         --------    --------
                 Deferred tax liabilities                                                 (42,860)    (37,567)
                                                                                         --------    --------
     Deferred income tax liability, net                                                  $   (448)   $ (1,662)
                                                                                         ========    ========

</TABLE>

The Company records a valuation allowance when it is more likely than not that
some portion or all of the deferred income tax assets will not be realized. For
the years ended December 31, 2001, 2000, and 1999, the valuation allowance
increased (decreased) ($4.0) million, ($0.5) million and $0.6 million,
respectively. At December 31, 2001, the Company had net operating loss
carryforwards, for federal income tax purposes, of $102.9 million which expire
in various years between 2011 and 2021.


                                      F-14
<PAGE>

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

The major components of accounts payable and accrued expenses as of December 31,
2001 and 2000, are as follows:

<TABLE>
<CAPTION>
                                                                                           2001          2000
                                                                                          -------      -------
<S>                                                                                       <C>          <C>
     Accounts payable                                                                     $ 6,888      $ 6,732
     Payroll and related accruals                                                          10,201        9,776
     Workers compensation and health benefit liabilities                                   12,517       10,675
     Accrued interest                                                                       5,215        5,143
     Other                                                                                  2,207        2,147
                                                                                          -------      -------
                                                                                          $37,028      $34,473
                                                                                          =======      =======
</TABLE>

8. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

Notes payable and capital lease obligations as of December 31, 2001 and 2000,
are as follows:

<TABLE>
<CAPTION>
                                                                                           2001       2000
                                                                                          ------     ------
<S>                                                                                       <C>        <C>
     Notes payable                                                                        $3,119     $3,607
     Capital lease obligations                                                             1,798      2,669
                                                                                          ------     ------
                                                                                           4,917      6,276

     Less-  Current portion                                                                2,209      1,145
                                                                                          ------     ------
                                                                                          $2,708     $5,131
                                                                                          ======     ======
</TABLE>

Notes payable consist of several promissory notes with interest rates of 8.5%.
Future principal payments total $1,256 for 2002, $1,038 for 2003, $660 for 2004,
and $165 for 2005. See Note 10 for the amortization table of the capital lease
obligations.

9.  DEBT AND BORROWING ARRANGEMENTS:

At December 31, 2001 and 2000, long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                                                    2001         2000
                                                                                  --------     --------
<S>                                                                               <C>          <C>
     Revolving loan                                                               $   --       $  4,125
     Term A loan, due 2002                                                           9,000       17,500
     Term B loan, due 2002 through 2003                                             44,413       29,825
     Senior Notes, due 2008                                                        130,000      130,000
                                                                                  --------     --------
                                                                                   183,413      181,450

     Less-  Current portion                                                         13,150       12,925
                                                                                  --------     --------
                 Long-term debt                                                   $170,263     $168,525
                                                                                  ========     ========
</TABLE>

In 1996, in connection with the Acquisition, the Company entered into a Credit
Agreement which provided for Term Loan Commitments, including Revolving Loans,
("Term Loans") under Senior Secured Credit facilities totaling $160.0 million,
and a Revolving Loan Commitment totaling $30.0 million (collectively, the
"Credit Agreement").

In February 1998, the Company issued $130.0 million of Senior Notes due February
2008. The offering was underwritten by DLJ. The proceeds of this offering were
used to repay $120.0 million of the Term Loans outstanding under the Credit
Agreement. In addition, in February 1998, the Company amended the Credit
Agreement to reduce the total facility to $60.0



                                      F-15
<PAGE>

million. The Company secured a Term B Loan commitment to enable it to make
future acquisitions, repay the revolving loans and for working capital needs.
Certain provisions contained in the Credit Agreement were amended to eliminate a
requirement that revolving loans be periodically reduced. For the years ended
December 31, 2001 and 2000, the Company had borrowed $15.0 million and $30.0
million, respectively, under the Term B loan commitment. In connection with the
Credit Agreement, the Company incurred administrative and commitment fees,
included in interest expense, of $173, $154, and $183 for the years ended
December 31, 2001, 2000 and 1999, respectively.

Maturities of debt as of December 31, 2001, are as follows:

<TABLE>
<CAPTION>
               Year
               ----
<S>                                                     <C>
               2002                                     $  13,150
               2003                                        43,963
               2004                                             -
               2005                                             -
               2006                                             -
               Thereafter                                 126,300
                                                        ---------
                                                        $ 183,413
                                                        =========
</TABLE>

Interest rates are determinable under the Credit Agreement based upon certain
market "Base Rates" or LIBOR, plus an "Applicable Margin" between 1.75% to
3.50%. The Applicable Margins for Tranche B and Tranche C loans are fixed while
those for Tranche A loans ($9,000, $17,500 and $23,500 as of December 31, 2001,
2000 and 1999, respectively), vary, based generally on earnings performance. The
average interest rate under Term Loans in effect during the years ended December
31, 2001, 2000 and 1999, was 9.63%, 10.20% and 9.87%, respectively. Interest
expense on the Term Loans and the Senior Notes for the years ended December 31,
2001, 2000 and 1999 was $17,901, $16,691 and $15,499, respectively.

Revolving loan commitments equal an amount based upon an eligible borrowing
base, as defined, with a maximum available limit of $30.0 million. The loan
expires September 30, 2002, and interest rates are based on certain market "Base
Rates" or LIBOR plus a margin of between 1.75% and 3.50% (generally based on
earnings performance). At December 31, 2001 and 2000, the available borrowing
base (which is net of outstanding borrowings) was $15.0 million and $12.3
million, respectively. As of December 31, 2001 and 2000, amounts borrowed under
the revolving loan were $0 and $4.1 million, respectively. Interest expense on
the revolving loan for the years ended December 31, 2001, 2000 and 1999 was
$173, $1,213 and $509, respectively.

Substantially all assets of the Company are pledged as collateral for the Credit
Agreement. In addition, the Company is required to comply with various
affirmative and negative covenants in the Credit Agreement, including, among
other restrictions, financial covenants requiring certain levels of net worth to
be maintained and the achievement of certain financial ratios. The Company was
in compliance with the various affirmative and negative covenants at December
31, 2001.

As part of the Acquisition, the Company issued a Subordinated Note
("Subordinated Note") to Rust International totaling $14.5 million due 2008. The
Subordinated Note was recorded at its fair value of $4.8 million, assuming an
effective interest rate of 18.00% per annum. On September 30, 1996, Holdings
assumed all obligations under the Subordinated Note by making a capital
contribution to the Company of $4.8 million, which is included in paid-in
capital of the Company. Because Holdings has no revenue generating activities,
other than its ownership of the Company, it is likely that the Company's cash
flows will service all or part of Holding's obligation under the Subordinated
Note. Subject to certain conditions, Holdings has the option of paying interest,
calculated annually, through the issuance of additional subordinated notes in
lieu of cash. Additionally, based on Holdings' financial performance, the
Subordinated Note's interest and principal payments may be delayed or
accelerated. The fair market value of the Subordinated Note is approximately
$9.2 million and $6.2 million as of December 31, 2001 and 2000, respectively. No
principal or interest cash payments were made during 2001 or 2000.

The Company was advised that certain investors who acquired 10 1/4% Senior Notes
in market transactions in May, 2001 may be entitled to recover possible losses
or seek rescission under the Securities Act of 1933, as amended, and that the
Company could become subject to claims for loss or damage in connection
therewith. If rescission were to be ordered against the Company, the Company's
maximum potential cash obligation is estimated at $3.7 million as of December
31, 2001, and an amount equal thereto has been classified as current maturities
of long-term debt on the consolidated



                                      F-16
<PAGE>

balance sheet. Since the investors acquired the shares at market prices below
the face value of the 10 1/4% Senior Notes, the Company would recognize an
extraordinary gain upon any such rescission. The rescission rights, or
associated rights arising from any loss on a resale of the 10 1/4% Senior Notes
involved in such transactions, expire one year after the dates of the May, 2001
transactions. If such rights have not been exercised prior to the expiration,
the Company will reclassify the respective amounts to long-term debt.

10.   LEASE OBLIGATIONS:

The Company leases a portion of its operating and office facilities under
operating leases. For the years ended December 31, 2001, 2000 and 1999, rent
expense was $2,970, $2,564 and $1,735, respectively. The Company leases certain
scaffolding equipment under capital leases. The net book value of the
scaffolding equipment under capital lease was $2,559 and $2,746 as of December
31, 2001 and 2000, respectively.

The future minimum lease payments under noncancelable leases as of December 31,
2001, are as follows:

<TABLE>
<CAPTION>
                                                             Capital    Operating
     Year                                                    Leases       Leases
     ----                                                    ------       ------
<S>                                                        <C>          <C>
     2002                                                    $1,069       $2,585
     2003                                                       859        1,912
     2004                                                      --          1,465
     2005                                                      --          1,098
     2006                                                      --          1,282
                                                             ------       ------
     Total minimum lease payments                            $1,928       $8,342
                                                                          ======
     Less-  Imputed interest component                          130
                                                             ------
     Present value of net minimum lease payments             $1,798
                                                             ======
</TABLE>

11. 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.

The Company has available Letter of Credit Commitments in an amount not to
exceed $15.0 million, of which $15.0 million, $13.5 million and $9.5 million,
was outstanding with a bank at December 31, 2001, 2000 and 1999, respectively.
For the years ended December 31, 2001, 2000 and 1999, the Company paid fees
related to such commitments (included in interest expense) of $414, $315 and
$285, respectively.

12. SENIOR EXCHANGEABLE PREFERRED STOCK:

The Company has authorized 1,250,000 shares and has issued and outstanding
1,042,460 of Senior Exchangeable Preferred Stock (the "Senior Preferred Stock").
The Senior Preferred Stock is mandatorily redeemable on March 31, 2008, at a
redemption price equal to aggregate liquidation value plus unpaid dividends. The
liquidation value of each share of Senior Preferred Stock was $25.00 at
issuance. Dividends are calculated quarterly on the liquidation value of such
shares (including accreted dividends) at 14.5% annually. For the five-year
period ended September 30, 2001, such dividends accrete on a compounded basis
and increase the liquidation value. For the years ended December 31, 2001, 2000
and 1999, dividends of $7,308, $6,338 and $5,497, respectively, were accreted.
As a result of dividend accretions, the total share value of the Senior
Preferred Stock was $52.81 and $45.80 for the years ended December 31, 2001 and
2000, respectively.

The Senior Preferred Stock carries no voting rights, but its holders have
certain defined rights upon certain events occurring. In the event of a change
in control of the Company, each holder of Senior Preferred Stock will have the
right to require the Company to repurchase its shares at 101% of the liquidation
value. The Company may redeem the Senior Preferred Stock



                                      F-17
<PAGE>

at certain premiums to the liquidation value at any time after September 30,
2001. Additionally, at the option of the Company, the Senior Preferred Stock is
exchangeable into 14.5% Subordinated Exchange Debentures due 2008.

13. STOCKHOLDER'S EQUITY (DEFICIT):

The Company has authorized, issued and outstanding 100 shares of $.01 par value
common stock. All of the common stock of the Company is owned by Holdings.

14. PARENT COMPANY TRANSACTIONS:

Holdings has authorized 20,000,000 shares and issued and outstanding 14,607,837
shares of $.01 par value common stock.

As part of the Acquisition, on September 30, 1996, Holdings and Carlisle agreed
upon a grant of options to Carlisle ("Carlisle Options") to acquire 918,750
shares of Holdings' common stock. The Carlisle Options fall into three
categories, each with different vesting terms: time based, performance based,
and path dependent (for which vesting is contingent upon certain measurements of
the value of the Company). Substantially all of the value of the Carlisle
Options was considered a cost of the Acquisition and pushed down to the
Company's financial statements.

In 2001, in consideration for the purchase of stock under the Brand 2001 Stock
Purchase Program, Holdings extended loans to the members of the Brand Advisory
Team in the amount of $377 and received cash in the amount of $40. The loans
earn interest at 3.0% and mature in 2006. They are secured by 164,000 shares
owned by the members of the Brand Advisory Team. Additionally, in 2001, the
recourse loans extended by Holdings to the members of the Brand Advisory Team in
March 1997, July 1999 and June 2000, at 7.03%, 5.22% and 6.40%, respectively
were consolidated into new recourse loans that earn interest at 3.0% and mature
in 2006. The loans are secured by 957,240 shares owned by members of the Brand
Advisory Team. In addition, a member of the Brand Advisory Team exercised stock
options during 2001 in exchange for a recourse loan in the amount of $3.

In 1997, the Board of Directors of Holdings approved a stock option plan ("the
Plan") for key employees of the Company. During 1998 and 1997, Holdings granted
certain employees options to acquire 109,000 and 963,500 shares of Holding's
common stock, respectively. These options were granted with an exercise price of
$1.00 per share, which management believes approximated the fair value of
Holdings' common stock at the date of grant. During 2001 and 2000, Holdings
granted certain members of management and the Board of Directors options to
acquire 131,000 and 25,000 shares, respectively, of Holdings common stock. The
options vest over a maximum of ten years and a minimum of five years provided
certain performance criteria are met. Unvested options are subject to
forfeiture, upon employee termination, as defined in the Plan. Additionally, any
shares acquired upon exercise are subject to repurchase rights of the Company
upon termination of employment, as defined in the Plan. Upon a change of
control, as defined in the Plan, all unvested options will vest. The weighted
average exercise price for the options outstanding as of December 31, 2000 and
1999 was $1.03 and $1.00, respectively.



                                      F-18
<PAGE>



Stock option transactions under the Plan for 2001, 2000 and 1999 are summarized
below:

<TABLE>
<CAPTION>
                                                  2001               2001                 2000                 1999
                                               Number of       Weighted average         Number of           Number of
                                                 Shares         exercise price           Shares               Shares
-------------------------------------------- --------------- --------------------- ------------------- --------------------
<S>                                          <C>             <C>                   <C>                 <C>
Options outstanding at beginning of year            284,050         $     1.03            269,800            1,013,500

Options granted                                     131,000               2.55             25,000                    -

Options canceled                                      5,250               1.00              9,750               98,000

Options exercised                                     7,700               1.00              1,000              645,700
-------------------------------------------- --------------- --------------------- ------------------- --------------------

Options outstanding at end of year                  402,100               1.53            284,050              269,800
-------------------------------------------- --------------- --------------------- ------------------- --------------------

Exercisable at end of year                          284,800          $    1.43            201,500              160,020
-------------------------------------------- --------------- --------------------- ------------------- --------------------
</TABLE>

The Company adopted the disclosure-only provisions under SFAS 123 "Accounting
for Stock Based Compensation" ("SFAS 123"). The Company accounts for employee
stock options under APB Opinion 25, as permitted under generally accepted
accounting principles. Accordingly, no compensation cost has been recognized in
the accompanying financial statements related to these options. Had compensation
cost for these options been determined consistent with SFAS 123, the Company's
net income (loss) would reflect the following for the year ended December 31:

<TABLE>
<CAPTION>
Net Income (Loss)                                              2001           2000        1999
-----------------                                              ----           ----        ----
<S>                                                            <C>            <C>       <C>
As reported                                                    9,836          $816      $(1,863)
Pro forma                                                      9,694           787       (1,916)
</TABLE>

The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions for the 2001 stock options: dividend yield of 0%, expected
volatility of 20%, risk-free interest rate of 5.0% and an expected life of ten
years. For the 2000 stock option grant, the following weighted-average
assumptions were used: dividend yield of 0%, expected volatility of 0%,
risk-free interest rate of 6.1% and an expected life of ten years. The fair
value of the options granted in 2001 and 2000 were $1.15 and $0.87 per option,
respectively.

In accordance with the Shareholder's Agreement of Holdings, in the event any
shareholder desires to transfer any shares of Holdings to a third party prior to
September 30, 2001, such shareholders must first offer such shares to the other
shareholders. Also, certain shareholders engaged in a transfer of shares to a
third party have the right to compel the other shareholders to sell a
proportionate share of their holdings to the third party, as defined.

15. RELATED-PARTY TRANSACTIONS:

Certain shareholders of Holdings receive a quarterly Management Advisory Fee in
return for management, advisory and other services rendered. Such fees totaled
$500 each year, for the years ended December 31, 2001, 2000 and 1999.

In connection with the Acquisition, the Company entered into a Transitional
Services Agreement with WMIS and Rust International. In consideration of certain
services to be rendered by the Company and the licenses and preferred customer
status granted by the Company, WMIS paid to the Company $725 per quarter through
September 30, 1999 ($8.7 million in total). The Company recorded $7,438 as a
note receivable from WMIS in purchase accounting. The payments were recorded as
a reduction to the Company's operating expenses in the period the aforementioned
services were provided. For the year ended December 31, 1999, the Company
received $2,175 that retired the outstanding notes receivable.





                                      F-19
<PAGE>



16. EMPLOYEE BENEFIT PLAN:

In 1997, the Company established the Brandshare 401(k) Savings Plan and Profit
Sharing Plan ("401(k) Plan"). Substantially all employees are eligible to
participate in the Plan, after one year of service. Participants may elect to
defer 2% to 15% of their salary, up to the Internal Revenue Service limitation.
The Company, at its sole discretion, may make matching contributions to the
401(k) Plan. For the years ended December 31, 2001, 2000 and 1999, the Company
expensed $411, $383 and $359, respectively, for contributions to the 401(k)
Plan.

17. FAIR VALUES OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

Cash and Cash Equivalents - The carrying amounts approximate fair value.

Notes Receivable - The fair value of notes receivable are based on discounted
future cash flows at current interest rates.

Revolving Loan - The carrying amounts of the borrowings under the Credit
Agreement approximate their fair value because such borrowings carry variable
interest rates.

Term Loans - The carrying amounts of the term loans approximate their fair value
because such loans carry variable interest rates.

Senior Notes - The fair value of the senior notes is based on market rates
obtained from dealers.

Notes Payable and Capital Lease Obligations - Recorded amounts of the notes
payable and capital lease obligations approximate their fair value.

14.5% Senior Exchangeable Preferred Stock - The fair value of the 14.5% Senior
Exchangeable Preferred Stock is based on market rates obtained from dealers.

The carrying amounts and fair values of the Company's financial instruments at
December 31, 2001 and 2000, are as follows:

<TABLE>
<CAPTION>
                                                                     2001                       2000
                                                            -----------------------     ---------------------
                                                             Carrying       Fair        Carrying      Fair
                                                              Amount        Value        Amount       Value
                                                            ---------     ---------     --------   ----------
<S>                                                         <C>           <C>           <C>        <C>
     Cash and cash equivalents                              $  12,660     $  12,660     $  3,139   $    3,139
     Notes receivable                                             327           327          481          481
     Revolving loan                                                 -             -        4,125        4,125
     Term loans                                                53,413        53,413       47,325       47,325
     Senior notes                                             130,000       122,200      130,000      117,650
     Notes payable and capital lease obligations                4,917         4,917        6,276        6,276
     14.5% senior exchangeable preferred stock                 55,050        46,911       47,742       31,274
</TABLE>

18. ACQUISITIONS:

In December 2001, the Company purchased the scaffolding business of United
Rentals, Inc. for an aggregate purchase price of $3.8 million in cash and $0.5
million in a note payable, which was entirely allocated to property and
equipment. The purchase price approximated the fair market value of the assets
purchased. The allocation of the purchase price for this acquisition is based,
in part, on preliminary information, which is subject to adjustment upon
obtaining complete valuation information. Management believes that finalization
of the purchase price and allocation will not have a material impact on the
consolidated results of operations or financial position of the Company. The
acquisition was accounted for using the purchase method of accounting, and
accordingly has been included in the financial statements from the date of
acquisition.


                                      F-20
<PAGE>

During 2000, the Company acquired four companies in four separate transactions
for an aggregate purchase price of $11.0 million in cash, $3.3 million in notes
payable, and $3.0 million of possible future payments conditioned upon the
operating results of two of the acquired companies. The purchase prices,
allocated to assets and liabilities assumed, were based on relative fair values.
In connection with the acquisitions, the Company recorded goodwill in the amount
of $6.0 million based upon the allocation of the purchase prices of the
acquisitions. Each of the above acquisitions was accounted for using the
purchase method of accounting, and accordingly has been included in the
financial statements from the respective date of acquisition.

19. NEW ACCOUNTING STANDARDS:

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires all business combinations initiated after June 30, 2001,
to be accounted for using the purchase method of accounting. The Company adopted
SFAS No. 141 for its December 2001 acquisition.

SFAS No. 142 will be implemented by the Company on January 1, 2002. Under SFAS
No. 142, goodwill is no longer subject to amortization over its useful life;
rather, it is subject to at least annual assessments of impairment. Goodwill
amortization for the year ended December 31, 2001 was $2.8 million, inclusive of
an impairment charge of $1.4 million. During 2002, the Company will evaluate its
goodwill for impairment under the provisions of SFAS No. 142.

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

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




                                      F-21

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements Section 13 or 15(d) 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 SCAFFOLD SERVICES, INC.

                                        By:  /s/ JEFFREY W. PETERSON
                                           -------------------------------
                                              Jeffrey W. Peterson
                                              Chief Financial Officer,
                                              Vice President, Finance

          Date:   April 16, 2002


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>


         Signature                                              Title                                      Date
         ---------                                              -----                                      ----

<S>                                       <C>                                                       <C>

   /s/  JOHN M. MONTER                     Director, Chief Executive Officer, President               April 16, 2002
------------------------------------       (Principal Executive Officer) and Chairman of
         John M. Monter                    the Board


   /S/  JEFFREY W. PETERSON                Chief Financial Officer, Vice President, Finance           April 16, 2002
------------------------------------       (Principal Financial Officer and Principal
         Jeffrey W. Peterson               Accounting Officer)


                                           Director
------------------------------------
         Ari Benacerraf

             *                             Director                                                   April 16, 2002
------------------------------------
         Robert Bonczek

             *                             Director                                                   April 16, 2002
------------------------------------
       James B. Carlisle

                                           Director
------------------------------------
         Cherie C. Rice

             *                             Director                                                   April 16, 2002
------------------------------------
           Thompson Dean

                                           Director
------------------------------------
         Karl R. Wyss


*By:  /s/  IAN R. ALEXANDER                                                                           April 16, 2002
     -------------------------------
         Ian R. Alexander
         as Attorney-in-Fact

</TABLE>



<PAGE>





Exhibit
Number                                  Description

         3.1  -   Certificate of Incorporation of the Registrant(1)
         3.2  -   Certificate of Amendment of Certificate of Incorporation of
                  the Registrant(1)
         3.3  -   Amended and Restated By-Laws of Brand Services, Inc.(1)
         4.1  -   Amended and Restated Certificate of Designations, Preferences
                  and Rights of 14.5% Senior Exchangeable
                  Preferred Stock due 2008 (the "Senior Preferred Stock")(1)
         4.2  -   Amended and Restated Shareholders Agreement dated as of
                  September 30, 1996, among DLJ Merchant Banking Partners, L.P.,
                  DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
                  DLJ Merchant Banking Funding, Inc., Carlisle-Brand Investors,
                  L.P., Rust Industrial Services Inc., DLJ Brand Holdings, Inc.
                  ("Holdings"), Brand Services, Inc. and Certain Individuals(1)
         4.3  -   Stock Option Agreement dated as of March 4, 1997, between
                  Holdings and Carlisle Group, L.P.(1)
         4.4  -   Indenture dated as of February 25, 1998, between the Company,
                  and U.S. Trust Company of Texas, N.A., as Trustee, relating to
                  the Company's 10-1/4% Senior Notes due 2008 ("Senior
                  Notes")(1)
         4.5  -   Registration Rights Agreement, dated as of February 25, 1998,
                  between the Company and Donaldson Lufkin & Jenrette Securities
                  Corporation ("DLJSC"), as initial purchaser, relating to the
                  Notes(1)
         4.6  -   Registration Rights Agreement dated as of March 2, 1998, by
                  and between the Company and DLJSC, relating to the Senior
                  Preferred Stock(1)
         4.7  -   Form of Indenture relating to the Company's 14.5% Senior
                  Subordinated Exchange Debentures due 2008 (1)
         10.1 -   Credit Agreement dated as of September 30, 1996, among Brand
                  Services, Inc., the banks party thereto, DLJ Capital, as
                  Syndication Agent, and Bank of America, as Administrative
                  Agent(1)
         10.2 -   Purchase Agreement dated as of February 25, 1998, by and
                  between the Company and DLJSC, as initial purchaser, relating
                  to the Senior Notes(1)
         10.3 -   The Amended and Restated Transaction Agreement dated as of
                  September 18, 1996 among DLJ Merchant Banking Partners, L.P.,
                  DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
                  DLJ Merchant Banking Funding, Inc., Carlisle Enterprises,
                  L.P., Holdings, the Company, Brand Scaffold Builders, Inc.,
                  Brand Scaffold Rental & Erection, Inc. 702569 Alberta Ltd.,
                  Rust International Inc., Rust Industrial Services Inc., Rust
                  Scaffold Services Inc., Rust Scaffold Builders Inc., and Rust
                  Scaffold & Erection Inc.(1)
         10.4 -   Amended Employment Agreement dated as of June 30, 2000,
                  between the Company and John M. Monter(2)
         10.5 -   Employment Agreements dated as of April 1, 2001, between the
                  Company and members of the Brand Advisory Team(2)
         10.9 -   The Credit Agreement as amended and restated as of March 17,
                  1999 (1)
        10.10 -   The Additional Term B Loan Addendum dated March 9, 2000 to
                  the Credit Agreement (1)
        10.11 -   Amendment No. 4 to the Credit Agreement dated April 11, 2001
                  to the Credit Agreement (2)
           12 -   Ratio of Earnings to Fixed Charges Calculation(2)
           21 -   Subsidiaries of the Registrant(2)
           24 -   Powers of Attorney(2)
           99 -   Registrant letter concerning Arthur Andersen LLP (2)



(1)  Incorporated herein by reference to exhibit of the same number in the
     Registrant's Registration Statement on Form S-1, Registration Number
     333-56817.
(2)  Filed herewith