UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X] Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003 or

[ ] Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from ______________ to ______________

Commission file number 333-56817

BRAND INTERMEDIATE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		13-3909682
(State or other jurisdiction of incorporation or		(I.R.S. employer
organization)		identification no.)

15450 South Outer 40, #270,Chesterfield, MO		63017
(Address of principal executive offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [X] No: [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes: [ ] No: [X]

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


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

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		Consolidated Statements of Operations
		Consolidated Balance Sheets
		Consolidated Statements of Cash Flows
		Notes to the Consolidated Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EX-31.1 Certification Pursuant to Section 302
EX-31.2 Certification Pursuant to Section 302
EX-32.1 Certification Pursuant to Section 906
EX-32.2 Certification Pursuant to Section 906

INDEX


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2003		3
	Consolidated Balance Sheets as of December 31, 2002 and September 30, 2003		4-5
	Consolidated Statements of Cash Flows for the Three Months and Nine Months Ended September 30, 2002 and 2003		6-7
	Notes to the Consolidated Financial Statements		8-21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22-27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		29
Item 2.	Changes in Securities and Use of Proceeds		29
Item 3.	Defaults Upon Senior Securities		29
Item 4.	Submission of Matters to a Vote of Security Holders		29
Item 5.	Other Information		29
Item 6.	Exhibits and Reports on Form 8-K		29
SIGNATURES			30
EXHIBITS			31

Page -2-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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


			DLJ Brand			Brand			DLJ Brand			Brand
			Holdings, Inc.			Intermediate			Holdings, Inc.			Intermediate
			(Predecessor)			Holdings, Inc.			(Predecessor)			Holdings, Inc.

			For the Three Months Ended						For the Nine Months Ended
			September 30						September 30

			2002			2003			2002			2003

Revenues:
	Labor		$	64,889		$	61,307		$	205,668		$	206,627
	Equipment rental			18,024			16,573			56,004			54,504
	Equipment sales			1,994			1,647			7,355			5,079

		Total revenues		84,907			79,527			269,027			266,210
Operating expenses:
	Labor			53,109			50,880			165,808			170,176
	Equipment rental			6,172			8,185			18,954			28,206
	Equipment sales			1,301			1,249			4,871			3,573
	Divisional operating expenses			3,862			3,662			12,107			11,776

		Total operating expenses		64,444			63,976			201,740			213,731

	Gross profit			20,463			15,551			67,287			52,479
Selling and administrative expenses				10,661			10,586			30,310			33,655
Non-cash compensation expense				—			—			2,491			—

	Operating income			9,802			4,965			34,486			18,824
Interest expense				4,659			8,180			14,705			24,322
Interest income				(37	)		(93	)		(137	)		(198	)
Accretion of preferred stock dividends of subsidiary				2,143			—			6,206			—

	Income (loss) before provision (benefit) for income tax			3,037			(3,122	)		13,712			(5,300	)
Income tax provision (benefit)				2,431			(1,062	)		2,766			(1,802	)

	Net income (loss)		$	606		$	(2,060	)	$	10,946		$	(3,498	)

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

Page -3-

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


					December 31,		September 30, 2003
					2002		(unaudited)

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	4,817	$	31,024
	Trade accounts receivable, net of allowance for doubtful accounts of $1,258 in 2002 and $1,377 in 2003					58,463		52,250
	Accrued revenue					3,379		5,881
	Notes receivable					679		710
	Other current assets					12,441		7,220

			Total current assets			79,779		97,085

PROPERTY AND EQUIPMENT:
	Land					1,161		1,221
	Buildings and leasehold improvements					3,120		3,399
	Vehicles and other equipment					23,336		25,477
	Scaffolding equipment					179,221		187,243

		Total property and equipment, at cost				206,838		217,340
Less–Accumulated depreciation and amortization						7,553		33,867

			Total property and equipment, net			199,285		183,473

GOODWILL						247,891		248,347
CUSTOMER RELATIONSHIPS						52,777		49,409
OTHER ASSETS AND INTANGIBLES						26,006		25,058

				TOTAL ASSETS	$	605,738	$	603,372

(Continued on following page)

Page -4-

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


							September 30,
				December 31,			2003
				2002			(unaudited)

LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
	Current maturities of long-term debt			$	1,300		$	1,300
	Notes payable and capital lease obligations, current portion				1,883			1,117
	Accounts payable and accrued expenses				39,278			37,458
	Deferred revenue				1,468			1,506

		Total current liabilities			43,929			41,381

LONG-TERM DEBT					306,432			309,158

NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS					825			330

DEFERRED INCOME TAXES					32,759			31,317

STOCKHOLDER’S EQUITY:
	Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding				—			—
	Paid-in capital				223,498			224,212
	Cumulative translation adjustment				140			2,317
	Accumulated deficit				(1,845	)		(5,343	)

			Total stockholder’s equity		221,793			221,186

			Total liabilities and stockholder’s equity	$	605,738		$	603,372

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

Page -5-

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


				DLJ Brand			Brand
				Holdings, Inc.			Intermediate
				(Predecessor)			Holdings, Inc.

				For the Nine Months Ended September 30

				2002			2003

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	10,946		$	(3,498	)
	Adjustments to reconcile net income (loss) to net cash from operating activities:
		Depreciation and amortization			16,994			30,069
		Deferred income taxes			1,862			(1,802	)
		Non-cash interest			1,708			4,495
		Non-cash compensation			2,491			—
		Preferred stock dividends of subsidiary			6,206			—
		Gain on sale of scaffolding equipment			(617	)		(525	)
	Changes in operating assets and liabilities:
		Trade accounts receivable, net			978			6,213
		Accrued revenue			(1,859	)		(2,502	)
		Notes receivable			(183	)		(31	)
		Other current assets			(2,729	)		5,221
		Accounts payable and accrued expenses			(1,619	)		(1,106	)
		Deferred revenue			(85	)		38
		Other			(131	)		54

			Net cash flows from operating activities		33,962			36,626

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment				(11,385	)		(9,446	)
	Proceeds from sales of property and equipment				2,058			1,263

			Net cash flows from investing activities		(9,327	)		(8,183	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of long-term debt				(33,475	)		(975	)
	Redemptions and exercises of parent company stock, net				67			—
	Payments on capital lease obligations				(1,294	)		(1,261	)

			Net cash flows from financing activities		(34,702	)		(2,236	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(10,067	)		26,207
CASH AND CASH EQUIVALENTS, beginning of period					12,660			4,817

CASH AND CASH EQUIVALENTS, end of period				$	2,593		$	31,024

(Continued on following page)

Page -6-

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


		DLJ Brand		Brand
		Holdings, Inc.		Intermediate
		(Predecessor)		Holdings, Inc.

		For the Nine Months Ended September 30

		2002		2003

SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Interest paid	$	16,149	$	15,597
NON-CASH TRANSACTIONS:
	Accrued management bonuses exchanged for equity in Brand Holdings, LLC	$	—	$	714

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

Page -7-

BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements
(Unaudited)

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

1. Organization and Business

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

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

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

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

Page -8-

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

2. Summary of Significant Accounting Policies

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

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

3. Accrued Revenue

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

4. Debt and Borrowing Arrangements

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


				September 30,
		December 31,		2003
		2002		(unaudited)

Credit Facility, due 2009		$	130,000	$	129,025
12% Senior Subordinated Notes, due 2012			150,000		150,000
13% Intermediate Subordinated Notes, due 2013			35,962		39,364

			315,962		318,389
Less:
	Current portion		1,300		1,300
	Unamortized discount		8,230		7,931

		$	306,432	$	309,158

For the three months and nine months ended September 30, 2002, the weighted-average interest rate of loans outstanding under the Old Credit Facility was 5.5% and 5.7%, respectively. For the three months and nine months ended September 30, 2003, the weighted-average interest rate of loans outstanding under the Credit Facility was 5.1% and 5.3%, respectively.

JPMP holds $16.9 million of the $39.4 million Intermediate Subordinated Notes.

Page -9-

5. Deferred Revenue

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

6. Commitments and Contingencies

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

7. Comprehensive Income (Loss)

For the three months ended September 30, 2002 and 2003, comprehensive income (loss) was $38 and $(2,027), respectively. For the nine months ended September 30, 2002 and 2003, comprehensive income (loss) was $10,842 and $(1,321), respectively.

8. Income Taxes

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


		Three Months Ended					Nine Months Ended
		September 30, 2002		Three Months Ended			September 30, 2002			Nine Months Ended
		(unaudited)		September 30, 2003			(unaudited)			September 30, 2003
		(Predecessor)		(unaudited)			(Predecessor)			(unaudited)

Deferred (benefit) provision		$	2,431	$	(1,062	)	$	10,368		$	(1,802	)
Reduction of valuation allowance			—		—			(7,602	)		—

	Provision (benefit) for income taxes	$	2,431	$	(1,062	)	$	2,766		$	(1,802	)

Page -10-

9. The Transaction

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


	For the three months ended			For the nine months ended
	September 30, 2002			September 30, 2002
	(unaudited)			(unaudited)

Total revenues	$	84,907		$	269,027
Pretax income (loss)		(1,509	)		577
Net income (loss)		(906	)		346

10. New Accounting Standards

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation–Transition and Disclosure–an Amendment of FASB Statement No. 123.” This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of Statement 123 to require disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 was adopted by the Company on January 1, 2003, with no material impact on the results of operations of the Company.

11. Supplemental Consolidating Information

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

Page -11-

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

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


									Brand					Brand
									Intermediate		Adjustments			Intermediate
			Brand		Guarantor		Non-Guarantor		Holdings,		and			Holdings, Inc.
			Services, Inc.		Subsidiaries		Subsidiaries		Inc.		Eliminations			Consolidated

Assets
Current Assets:
	Cash and cash equivalents		$	3,931	$	—	$	1,480	$	—	$	(594	)	$	4,817
	Trade accounts receivable			—		57,044		1,419		—		—			58,463
	Accrued revenue			—		3,370		9		—		—			3,379
	Notes receivable, current portion			293		386		—		—		—			679
	Other current assets			4,302		8,044		783		—		(688	)		12,441
	Due from affiliates			78,319		1,372		218		—		(79,909	)		—

		Total current assets		86,845		70,216		3,909		—		(81,191	)		79,779

Property and Equipment:
	Land			—		843		318		—		—			1,161
	Buildings and leasehold improvements			11		2,791		318		—		—			3,120
	Vehicles and other equipment			5,972		14,174		3,190		—		—			23,336
	Scaffolding equipment			167,864		—		11,357		—		—			179,221

		Total property and equipment, at cost		173,847		17,808		15,183		—		—			206,838
	Less accumulated depreciation and amortization			5,258		1,335		960		—		—			7,553

		Total property and equipment, net		168,589		16,473		14,223		—		—			199,285

Due from affiliates				9,750		—		—		36,020		(45,770	)		—

Deferred tax asset				—		—		—		2,375		(2,375	)		—

Investment in subsidiaries				—		—		—		214,314		(214,314	)		—

Goodwill				247,891		—		—		—		—			247,891

Customer relationships				52,777		—		—		—		—			52,777

Intangibles and other assets				25,023		—		—		983		—			26,006

		Total assets	$	590,875	$	86,689	$	18,132	$	253,692	$	(343,650	)	$	605,738

Page -12-

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

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


															Brand
							Non-			Brand		Adjustments			Intermediate
			Brand		Guarantor		Guarantor			Intermediate		and			Holdings, Inc.
			Services, Inc.		Subsidiaries		Subsidiaries			Holdings, Inc.		Eliminations			Consolidated

Liabilities and Stockholder’s Equity (Deficit)
Current Liabilities:
	Current maturities of long-term debt		$	1,300	$	—	$	—		$	—	$	—		$	1,300
	Notes payable and capital lease obligations, current portion			1,883		—		—			—		—			1,883
	Accounts payable and accrued expenses			31,883		8,340		337			—		(1,282	)		39,278
	Deferred revenue			300		1,164		4			—		—			1,468
	Due to affiliates			1,372		72,795		5,742			—		(79,909	)		—

		Total current liabilities		36,738		82,299		6,083			—		(81,191	)		43,929

Long-term debt				274,533		—		—			31,899		—			306,432

Notes payable and capital lease obligations				825		—		—			—		—			825

Deferred income taxes				31,807		—		3,327			—		(2,375	)		32,759

Due to affiliates				36,020		—		9,750			—		(45,770	)		—

Total stockholder’s equity (deficit)				210,952		4,390		(1,028	)		221,793		(214,314	)		221,793

Total liabilities and stockholder’s equity (deficit)			$	590,875	$	86,689	$	18,132		$	253,692	$	(343,650	)	$	605,738

Page -13-

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

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


										Brand					Brand
								Non-		Intermediate		Adjustments			Intermediate
				Brand		Guarantor		Guarantor		Holdings,		and			Holdings, Inc.
				Services, Inc.		Subsidiaries		Subsidiaries		Inc.		Eliminations			Consolidated

Assets
Current Assets:
	Cash and cash equivalents			$	29,810	$	—	$	1,403	$	—	$	(189	)	$	31,024
	Trade accounts receivable				—		50,273		1,977		—		—			52,250
	Accrued revenue				—		5,784		97		—		—			5,881
	Notes receivable, current portion				7		703		—		—		—			710
	Other current assets				734		6,354		1,337		—		(1,205	)		7,220
	Due from affiliates				50,649		1,421		252		—		(52,322	)		—

			Total current assets		81,200		64,535		5,066		—		(53,716	)		97,085

Property and Equipment:
	Land				—		852		369		—		—			1,221
	Buildings and leasehold improvements				11		3,012		376		—		—			3,399
	Vehicles and other equipment				6,287		15,405		3,785		—		—			25,477
	Scaffolding equipment				173,866		53		13,324		—		—			187,243

		Total property and equipment, at cost			180,164		19,322		17,854		—		—			217,340
	Less accumulated depreciation and amortization				21,813		7,402		4,652		—		—			33,867

		Total property and equipment, net			158,351		11,920		13,202		—		—			183,473

Due from affiliates					9,750		—		—		39,562		(49,312	)		—

Deferred tax asset					—		—		—		2,375		(2,375	)		—

Investment in subsidiaries					—		—		—		213,707		(213,707	)		—

Goodwill					248,347		—		—		—		—			248,347

Customer relationships					49,409		—		—		—		—			49,409

Intangibles and other assets					24,091		—		—		967		—			25,058

		Total assets		$	571,148	$	76,455	$	18,268	$	256,611	$	(319,110	)	$	603,372

Page -14-

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

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


															Brand
							Non-			Brand		Adjustments			Intermediate
			Brand		Guarantor		Guarantor			Intermediate		and			Holdings, Inc.
			Services, Inc.		Subsidiaries		Subsidiaries			Holdings, Inc.		Eliminations			Consolidated

Liabilities and Stockholder’s Equity (Deficit)
Current Liabilities:
	Current maturities of long-term debt		$	1,300	$	—	$	—		$	—	$	—		$	1,300
	Notes payable and capital lease obligations, current portion			1,117		—		—			—		—			1,117
	Accounts payable and accrued expenses			32,921		5,670		261			—		(1,394	)		37,458
	Deferred revenue			300		1,206		—			—					1,506
	Due to affiliates			1,421		45,159		5,742			—		(52,322	)		—

		Total current liabilities		37,059		52,035		6,003			—		(53,716	)		41,381

Long-term debt				273,733		—		—			35,425		—			309,158

Notes payable and capital lease obligations				330		—		—			—		—			330

Deferred income taxes				30,795		—		2,897			—		(2,375	)		31,317

Due to affiliates				39,562		—		9,750			—		(49,312	)		—

Total stockholder’s equity (deficit)				189,669		24,420		(382	)		221,186		(213,707	)		221,186

Total liabilities and stockholder’s equity (deficit)			$	571,148	$	76,455	$	18,268		$	256,611	$	(319,110	)	$	603,372

Page -15-

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

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


								Non-						Adjustments			DLJ Brand
			Brand			Guarantor		Guarantor			DLJ Brand			and			Holdings, Inc.
			Services, Inc.			Subsidiaries		Subsidiaries			Holdings, Inc.			Eliminations			Consolidated

Revenue:
	Labor		$	593		$	61,319	$	3,570		$	—		$	(593	)	$	64,889
	Equipment rental			—			16,851		1,173			—			—			18,024
	Equipment sales			—			2,477		18			—			(501	)		1,994
	Intercompany revenue			5,316			14		—			—			(5,330	)		—

		Total revenues		5,909			80,661		4,761			—			(6,424	)		84,907

Operating expenses:
	Labor			—			50,315		3,157			—			(363	)		53,109
	Equipment rental			4,664			830		678			—			—			6,172
	Equipment sales			—			2,026		11			—			(736	)		1,301
	Divisional operating expenses			(1	)		3,754		109			—			—			3,862
	Intercompany operating expenses			—			5,316		(19	)		—			(5,297	)		—

		Total operating expenses		4,663			62,241		3,936			—			(6,396	)		64,444

		Gross profit		1,246			18,420		825			—			(28	)		20,463
Selling and administrative expenses				3,843			6,570		248			—			—			10,661
Non-cash compensation expense				—			—		—			—			—			—
Intercompany selling and administrative expenses				—			—		33			—			(33	)		—

		Operating income (loss)		(2,597	)		11,850		544			—			5			9,802
Interest expense				4,070			1		—			595			(7	)		4,659
Interest income				(37	)		—		(7	)		—			7			(37	)
Accretion of preferred stock dividends of subsidiary				2,143			—		—			—			—			2,143
Equity in loss (income) of subsidiaries				—			—		—			678			(678	)		—

		Income (loss) before provision for income tax		(8,773	)		11,849		551			(1,273	)		683			3,037
Provision (benefit) for income tax				(673	)		4,739		244			(1,879	)		—			2,431

		Net income (loss)	$	(8,100	)	$	7,110	$	307		$	606		$	683		$	606

Page -16-

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

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


																		Brand
									Non-			Brand			Adjustments			Intermediate
			Brand			Guarantor			Guarantor			Intermediate			and			Holdings, Inc.
			Services, Inc.			Subsidiaries			Subsidiaries			Holdings, Inc.			Eliminations			Consolidated

Revenue:
	Labor		$	—		$	58,394		$	2,913		$	—		$	—		$	61,307
	Equipment rental			—			15,987			586			—			—			16,573
	Equipment sales			—			1,991			15			—			(359	)		1,647
	Intercompany revenue			3,297			22			—			—			(3,319	)		—

		Total revenues		3,297			76,394			3,514			—			(3,678	)		79,527

Operating expenses:
	Labor			—			48,608			2,575			—			(303	)		50,880
	Equipment rental			6,693			1,093			399			—			—			8,185
	Equipment sales			—			1,796			9			—			(556	)		1,249
	Divisional operating expenses			55			3,490			117			—			—			3,662
	Intercompany operating expenses			—			3,297			22			—			(3,319	)		—

		Total operating expenses		6,748			58,284			3,122			—			(4,178	)		63,976

		Gross profit		(3,451	)		18,110			392			—			500			15,551
Selling and administrative expenses				3,708			6,548			330			—			—			10,586

		Operating income (loss)		(7,159	)		11,562			62			—			500			4,965
Interest expense				6,963			22			—			1,195			—			8,180
Interest income				(87	)		(1	)		(5	)		—			—			(93	)
Intercompany interest				1,195			—			—			(1,195	)		—			—
Equity in loss (income) of subsidiaries				—			—			—			2,060			(2,060	)		—

		Income (loss) before provision for income tax		(15,230	)		11,541			67			(2,060	)		2,560			(3,122	)
Provision (benefit) for income tax				(3,101	)		1,801			238			—			—			(1,062	)

		Net income (loss)	$	(12,129	)	$	9,740		$	(171	)	$	(2,060	)	$	2,560		$	(2,060	)

Page -17-

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

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


									Non-						Adjustments			DLJ Brand
			Brand			Guarantor			Guarantor			DLJ Brand			and			Holdings, Inc.
			Services, Inc.			Subsidiaries			Subsidiaries			Holdings, Inc.			Eliminations			Consolidated

Revenue:
	Labor		$	593		$	196,661		$	9,007		$	—		$	(593	)	$	205,668
	Equipment rental			—			52,964			3,040			—			—			56,004
	Equipment sales			—			9,232			160			—			(2,037	)		7,355
	Intercompany revenue			16,020			33			—			—			(16,053	)		—

		Total revenues		16,613			258,890			12,207			—			(18,683	)		269,027

Operating expenses:
	Labor			—			158,488			7,913			—			(593	)		165,508
	Equipment rental			13,873			2,949			2,132			—			—			18,954
	Equipment sales			—			7,383			119			—			(2,631	)		4,871
	Divisional operating expenses			29			11,764			314			—			—			12,107
	Intercompany operating expenses			—			16,020			—			—			(16,020	)		—

		Total operating expenses		13,902			196,604			10,478			—			(19,244	)		201,740

		Gross profit		2,711			62,286			1,729			—			561			67,287
Selling and administrative expenses				10,330			19,235			745			—			—			30,310
Non-cash compensation expense				2,479			—			—			12			—			2,491
Intercompany selling and administrative expenses				—			—			33			—			(33	)		—

		Operating income (loss)		(10,098	)		43,051			951			(12	)		594			34,486
Interest expense				13,011			1			—			1,708			(15	)		14,705
Interest income				(136	)		(1	)		(15	)		—			15			(137	)
Accretion of preferred stock dividends of subsidiary				6,206			—			—			—			—			6,206
Equity in loss (income) of subsidiaries				—			—			—			(9,053	)		9,053			—

		Income (loss) before provision for income tax		(29,179	)		43,051			966			7,333			(8,459	)		13,712
Provision (benefit) for income tax				(11,263	)		17,220			422			(3,613	)		—			2,766

		Net income (loss)	$	(17,916	)	$	25,831		$	544		$	10,946		$	(8,459	)	$	10,946

Page -18-

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

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


																		Brand
									Non-			Brand			Adjustments			Intermediate
			Brand			Guarantor			Guarantor			Intermediate			and			Holdings, Inc.
			Services, Inc.			Subsidiaries			Subsidiaries			Holdings, Inc.			Eliminations			Consolidated

Revenue:
	Labor		$	—		$	199,022		$	7,605		$	—		$	—		$	206,627
	Equipment rental			—			52,809			1,695			—			—			54,504
	Equipment sales			—			6,387			78			—			(1,386	)		5,079
	Intercompany revenue			7,310			43			—			—			(7,353	)		—

		Total revenues		7,310			258,261			9,378			—			(8,739	)		266,210

Operating expenses:
	Labor			—			163,869			6,912			—			(605	)		170,176
	Equipment rental			21,636			3,132			3,438			—			—			28,206
	Equipment sales			—			5,266			67			—			(1,760	)		3,573
	Divisional operating expenses			207			11,226			343			—			—			11,776
	Intercompany operating expenses			—			7,310			43			—			(7,353	)		—

		Total operating expenses		21,843			190,803			10,803			—			(9,718	)		213,731

		Gross profit		(14,533	)		67,458			(1,425	)		—			979			52,479
Selling and administrative expenses				12,224			20,515			916			—			—			33,655

		Operating income (loss)		(26,757	)		46,943			(2,341	)		—			979			18,824
Interest expense				20,758			23			—			3,541			—			24,322
Interest income				(176	)		(3	)		(19	)		—			—			(198	)
Intercompany interest				3,541			—			—			(3,541	)		—			—
Equity in loss (income) of subsidiaries				—			—			—			3,498			(3,498	)		—

		Income (loss) before provision for income tax		(50,880	)		46,923			(2,322	)		(3,498	)		4,477			(5,300	)
Provision (benefit) for income tax				(16,967	)		15,954			(789	)		—			—			(1,802	)

		Net income (loss)	$	(33,913	)	$	30,969		$	(1,533	)	$	(3,498	)	$	4,477		$	(3,498	)

Page -19-

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

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


							Non-						Adjustments			DLJ Brand
	Brand			Guarantor			Guarantor			DLJ Brand			and			Holdings, Inc.
	Services, Inc.			Subsidiaries			Subsidiaries			Holdings, Inc.			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	33,524		$	787		$	(416	)	$	—		$	67		$	33,962

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(9,767	)		(787	)		(831	)		—			—			(11,385	)
Proceeds from sales of property and equipment		2,058			—			—			—			—			2,058
Investment in subsidiaries		67			—			—			(67	)		—			—

Net cash used for investing activities		(7,642	)		(787	)		(831	)		(67	)		—			(9,327	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt		(33,475	)		—			—			—			—			(33,475	)
Redemptions and exercises of parent company stock, net		—			—			—			67			—			67
Payments on capital lease obligations		(1,294	)		—			—			—			—			(1,294	)

Net cash used for financing activities		(34,769	)		—			—			67			—			(34,702	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(8,887	)		—			(1,247	)		—			67			(10,067	)
CASH AND CASH EQUIVALENTS, beginning of period		10,788			—			2,057			—			(185	)		12,660

CASH AND CASH EQUIVALENTS, end of period	$	1,901		$	—		$	810		$	—		$	(118	)	$	2,593

Page -20-

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

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


										Brand		Adjustments			Brand Intermediate
	Brand Services,			Guarantor			Non-Guarantor			Intermediate		and			Holdings, Inc.
	Inc.			Subsidiaries			Subsidiaries			Holdings, Inc.		Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	34,444		$	1,619		$	158		$	—	$	405		$	36,626

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(7,592	)		(1,619	)		(235	)		—		—			(9,446	)
Proceeds from sales of property and equipment		1,263			—			—			—		—			1,263

Net cash used for investing activities		(6,329	)		(1,619	)		(235	)		—		—			(8,183	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt		(975	)		—			—			—		—			(975	)
Payments on capital lease obligations		(1,261	)		—			—			—		—			(1,261	)

Net cash used for financing activities		(2,236	)		—			—			—		—			(2,236	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		25,879			—			(77	)		—		405			26,207
CASH AND CASH EQUIVALENTS, beginning of period		3,931			—			1,480			—		(594	)		4,817

CASH AND CASH EQUIVALENTS, end of period	$	29,810		$	—		$	1,403		$	—	$	(189	)	$	31,024

Page -21-

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

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

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

Overview

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

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

Page -22-

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

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

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

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

Results of Operations

Revenue – Total revenue for the three months ended September 30, 2003 decreased by 6.3% over the similar prior year period, while total revenue for the nine months ended September 30, 2003 decreased by 1.0% compared to the nine months ended September 30, 2002. The decrease in the third quarter revenue compared to prior year was caused by a decline in the utility capital work from 2002 to 2003. Some of the utility capital work from 2002 has been replaced with utility maintenance and other industrial work, but not enough to offset the decline in the third quarter. On a year-to-date basis, revenue was negatively affected by the loss of a large rental contract and by a softening in sales of new equipment.

Gross profit – Gross profit decreased by $4.9 million, or 24.0% in the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Gross profit decreased by $14.8 million, or 22.0% for the nine months ended September 30, 2003, as compared to the nine months ended September 30, 2002. The $4.9 million gross profit decrease when comparing the three months ended September 30, 2003 to the same period in 2002 was caused by $1.8 million in additional depreciation costs as a result of the transaction, $1.6 million due to decreased revenue, increased insurance costs and an increase in lower margin industrial work. The $14.8 million gross profit decrease comparing the nine months

Page -23-

ended September 30, 2003 to the same period in 2002 was caused by $9.1 million in additional depreciation costs as a result of the transaction, $1.5 million due to decreased revenue, increased insurance costs and an increase in lower margin industrial work.

Selling and administrative expenses –Selling and administrative expenses decreased $0.1 million for the three months ended September 30, 2003, and increased $3.3 million for the nine months ended September 30, 2003, as compared to similar prior year periods. The quarterly decrease is the result of both an initiative to reduce overhead costs which was initiated in the third quarter as well as a reduction in bonus expense. The YTD increase is due to $3.4 million amortization of the customer relationships intangible asset, and an increase in depreciation expense of $0.8 million due to the revaluation of our property and equipment in connection with the Transaction in October 2002. This is partially offset by the reduction in overhead and bonus expense.

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

Operating income - As a result of the above events, operating income decreased by $4.8 million, or 49.3%, and $15.7 million, or 45.4%, respectively, in the three- and nine-month periods ended September 30, 2003 as compared to the similar prior year periods.

Interest expense - Interest expense increased by $3.5 million in the three months ended September 30, 2003 as compared to the three months ended September 30, 2002, and by $9.6 million in the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. These increases are due to higher debt levels as a result of the Transaction.

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

Income tax provision - The income tax benefit of $1.8 million for the nine months ended September 30, 2003, represents an effective rate of 34%. This effective tax rate is a result of the blended net losses at our foreign subsidiaries and net income at our domestic subsidiaries.

Liquidity and Capital Resources

The Company has historically utilized internal cash flow from operations and borrowings under its credit facility to fund its operations, capital expenditures and

Page -24-

working capital requirements. As of December 31, 2002 and September 30, 2003, the Company had working capital of $35.9 million and $55.7 million and cash of $4.8 million and $31.0 million, respectively.

One of the Company’s major uses of cash is capital expenditures. The Company’s capital expenditure requirements are primarily comprised of equipment expenditures. The Company’s maintenance capital expenditure requirements are generally for scaffolding planks and other items used in the business, such as trucks and equipment. Expansion capital expenditures are for new scaffolding and vehicles, are discretionary and vary annually based on the Company’s level of scaffolding rental activity and management’s growth expectations. During the nine months ended September 30, 2002 and 2003, capital expenditures were $11.4 million and $9.4 million, respectively.

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

The interest rate on the $130.0 million of term loans under the Credit Facility is variable. For the three months and nine months ended September 30, 2003, the weighted average interest rate on the term loans was 5.1% and 5.3%, respectively.

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

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

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

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	Nine Months Ended September 30

	2002			2003
	(Predecessor)

Net cash provided by (used for):
Operating activities	$	33,962		$	36,626
Investing activities		(9,327	)		(8,183	)
Financing activities		(34,702	)		(2,236	)

Contractual Obligations

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


	Payments due in:

	Total		2003		2004		2005		2006		2007		After 2007

Term Loan	$	129,025	$	325	$	1,300	$	1,300	$	1,300	$	1,300	$	123,500
Senior Notes		150,000		—		—		—		—		—		150,000
Intermediate Notes		39,364		—		—		—		—		—		39,364
Capital Leases		152		152		—		—		—		—		—
Operating Leases		10,034		749		2,867		2,348		1,904		1,298		868
Notes Payable		1,295		470		660		165		—		—		—

Total Contractual Cash Obligations	$	329,870	$	1,696	$	4,827	$	3,813	$	3,204	$	2,598	$	313,732

Critical Accounting Policies

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

Labor revenues are recognized when the services are performed. Equipment rental revenue is recognized based on the number of days the equipment is rented beginning with the first day the equipment is under rental. The Company periodically sells new scaffolding directly to third parties. The Company recognizes revenue upon shipment and records as operating expense, the average cost of the scaffolding sold. 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.

As part of our ongoing business, we make payments for workers’ compensation and health benefit claims. We have purchased insurance coverage for large claims. Our workers’ compensation and health benefit liabilities are developed using actuarial methods based upon historical data for payment patterns, cost trends, utilization of healthcare services and other relevant factors. While we believe our liabilities for workers’ compensation, general liability, automobile, and health benefit claims of $14.5 million as of September 30, 2003, are adequate and that the judgement

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applied is appropriate, such estimated liabilities could differ materially from what will actually transpire in the future.

Other Data

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


		Three Months Ended						Nine Months Ended
		September 30						September 30

		2002						2002
		(Predecessor)			2003			(Predecessor)			2003

Pretax Income (Loss)		$	3,037		$	(3,122	)	$	13,712		$	(5,300	)
Depreciation and Amortization Expense			5,770			8,772			16,994			30,069
Interest Expense			4,659			8,180			14,705			24,322
Interest Income			(37	)		(93	)		(137	)		(198	)
Non-Cash Compensation Expense			—			—			2,491			—
Accretion of Preferred Stock Dividends of Subsidiary			2,143			—			6,206			—

	EBITDA	$	15,572		$	13,737		$	53,971		$	48,893

New Accounting Standards

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

(a)		Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of the end of the current reporting period. Based on that evaluation, the CEO and CFO have concluded that the Company’s current disclosure controls and procedures are effective in timely providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

(b)		Changes in internal controls. There have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore no corrective actions were taken.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

None.

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SIGNATURES

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


				BRAND INTERMEDIATE HOLDINGS, INC.

		Date: November 11, 2003		/s/ John M. Monter

				John M. Monter
				Chief Executive Officer, President

		Date: November 11, 2003		/s/ Jeffrey W. Peterson

				Jeffrey W. Peterson
				Chief Financial Officer,
				Vice President, Finance

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EXHIBIT INDEX


Exhibit No.		Description

31.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by John M. Monter

31.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Jeffrey W. Peterson

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by John M. Monter

32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Jeffrey W. Peterson

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BRAND SERVICES 10-Q