~~Form 10-Q~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~DC ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~10-Q

	[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarter ended September 30, 2002
		OR
	[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the ~~transition~~quarterly period ~~from to~~ 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 ~~SERVICES~~INTERMEDIATE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		13-3909681 (I.R.S. employer identification no.)
Delaware		13-3909682
15450 South Outer 40, #270, Chesterfield, MO (Address of principal executive offices)		63017 (Zip Code)
(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, ~~2002~~2003 ~~100~~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 4 — CONTROLS AND PROCEDURES
	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
CERTIFICATION
EXHIBIT INDEX
EX-99.1 Certification Pursuant to 18 USC Sec. 1350
EX-31.1 Certification Pursuant to Section 302
EX-99.2 Certification Pursuant to 18 USC Sec. 1350
EX-31.2 Certification Pursuant to Section 302
EX-99.2 Press Release dated October 18, 2002
EX-32.1 Certification Pursuant to Section 906
EX-32.2 Certification Pursuant to Section 906

INDEX

			~~Page~~		Page
PART I — FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
	Item 1. Financial Statements
Item 1.			Financial Statements
		Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2001		2
			Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2003			3
		Consolidated Balance Sheets at September 30, 2002 and December 31, 2001		3-4
			Consolidated Balance Sheets as of December 31, 2002 and September 30, 2003			4-5
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001		5-6
			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~~	Notes to the Consolidated Financial Statements	~~7-11~~		8-21
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12-20
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			22-27
	Item 4. Controls and Procedures			21
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			28
PART II — OTHER INFORMATION
Item 4.			Controls and Procedures			28
	Item 6. Exhibits and Reports on Form 8-K			22
PART II – OTHER INFORMATION
SIGNATURES				23
Item 1.			Legal Proceedings			29
CERTIFICATIONS				24
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

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

			Three Months Ended						Nine Months Ended
			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
			(unaudited)						(unaudited)
			2002			2003			2002			2003
			2002			2001			2002			2001
Revenues:
	Labor		$	64,889		$	5461,~~126~~307		$	205,668		$	~~163~~206,~~077~~627
	Equipment rental			18,024			16,~~507~~573			56,004			5054,~~854~~504
	Equipment sales			1,994			21,~~179~~647			7,355			65,~~987~~079
		Total revenues		84,907			7279,~~812~~527			269,027			~~220~~266,~~918~~210
Operating expenses:
	Labor			53,109			4450,~~621~~880			165,808			~~132~~170,~~056~~176
	Equipment rental			6,172			58,~~754~~185			18,954			1728,~~582~~206
	Equipment sales			1,301			1,~~288~~249			4,871			43,~~151~~573
	Divisional operating expenses			3,862			43,~~231~~662			12,107			1211,~~538~~776
		Total operating expenses		64,444			5563,~~894~~976			201,740			~~166~~213,~~327~~731
	Gross profit			20,463			1615,~~918~~551			67,287			5452,~~591~~479
	Selling and administrative expenses (excluding item listed below)			10,661			9,954			30,310			30,933
Selling and administrative expenses				10,661			10,586			30,310			33,655
	Non-cash compensation			—			—			2,479			—
Non-cash compensation expense				—			—			2,491			—
	Operating income			9,802			64,~~964~~965			34,~~498~~486			2318,~~658~~824
Interest expense				4,~~064~~659			58,~~022~~180			1214,~~997~~705			1524,~~682~~322
Interest income				(37	)		(~~137~~93	)		(137	)		(~~257~~198	)
	Pretax income			5,775			2,079			21,638			8,233
Accretion of preferred stock dividends of subsidiary				2,143			—			6,206			—
Provision for income tax				2,310			—			4,379			—
	Income (loss) before provision (benefit) for income tax			3,037			(3,122	)		13,712			(5,300	)
	Net income			3,465			2,079			17,259			8,233
Income tax provision (benefit)				2,431			(1,062	)		2,766			(1,802	)
Less accretion of preferred stock dividends				(2,143	)		(1,881	)		(6,206	)		(5,404	)
	Net income (loss)		$	606		$	(2,060	)	$	10,946		$	(3,498	)
	Net income applicable to common stock		$	1,322		$	198		$	11,053		$	2,829

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

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

					September 30, 2002		December 31,
					(unaudited)		2001*
ASSETS
CURRENT ASSETS:
		Cash and cash equivalents			$	2,593	$	12,660
		Trade accounts receivable, net of allowance for doubtful Accounts of $1,258 in 2002 and $1,150 in 2001				52,197		53,175
		Accrued revenue				3,989		2,130
		Notes receivable, current portion				503		299
		Other current assets				10,610		8,005
				Total current assets	$	69,892	$	76,269
PROPERTY AND EQUIPMENT:
		Land				1,731		1,721
		Buildings				3,671		3,627
		Vehicles and other equipment				32,841		34,542
		Scaffolding equipment				224,598		216,776
		Leasehold improvements				906		881
			Total property and equipment, at cost			263,747		257,547
	Less—Accumulated depreciation and amortization					96,335		83,903
				Total property and equipment, net		167,412		173,644
GOODWILL						3,803		3,848
OTHER ASSETS						3,033		3,675
				TOTAL ASSETS	$	244,140	$	257,436

(Continued on following page)

* Agrees with the audited consolidated balance sheet included in the Company’s Form 10-K for the year ended December 31, 2001.

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

					September 30, 2002			December 31,
						December 31,			September 30, 2003
					(unaudited)			2001*
						2002			(unaudited)
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
ASSETS
CURRENT LIABILITIES:
CURRENT ASSETS:
	Current maturities of long-term debt				$	19,938		$	13,150
	Cash and cash equivalents					$	4,817		$	31,024
	Notes payable and capital lease obligations, current portion					2,176			2,209
	Trade accounts receivable, net of allowance for doubtful accounts of $1,258 in 2002 and $1,377 in 2003						58,463			52,250
	Accounts payable and accrued expenses					35,409			37,028
	Accrued revenue						3,379			5,881
	Billings in excess of costs and estimated earnings on uncompleted contracts					1,255			1,340
	Notes receivable						679			710
		Total current liabilities				58,778			53,727
	Other current assets						12,441			7,220
LONG-TERM DEBT						130,000			170,263
			Total current assets				79,779			97,085
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS						1,447			2,708
PROPERTY AND EQUIPMENT:
DEFERRED INCOME TAXES						3,923			448
	Land						1,161			1,221
14.5% SENIOR EXCHANGEABLE PREFERRED STOCK, $0.01 par value, 1,250,000 shares authorized, 1,042,460 issued and outstanding						61,256			55,050
	Buildings and leasehold improvements						3,120			3,399
STOCKHOLDER’S EQUITY (DEFICIT):
	Vehicles and other equipment						23,336			25,477
	Common stock, $0.01 par value, 100 shares authorized, issued and outstanding					—			—
	Scaffolding equipment						179,221			187,243
	Paid-in capital					22,689			20,143
		Total property and equipment, at cost					206,838			217,340
	Receivables from sale of Holding’s common stock					(1,477	)		(1,477	)
Less–Accumulated depreciation and amortization							7,553			33,867
	Predecessor basis adjustment					(13,038	)		(13,038	)
			Total property and equipment, net				199,285			183,473
	Cumulative translation adjustment					(1,872	)		(1,768	)
GOODWILL							247,891			248,347
	Accumulated deficit					(17,566	)		(28,620	)
CUSTOMER RELATIONSHIPS							52,777			49,409
			Total stockholder’s deficit			(11,264	)		(24,760	)
OTHER ASSETS AND INTANGIBLES							26,006			25,058
			Total liabilities and stockholder’s deficit		$	244,140		$	257,436
				TOTAL ASSETS		$	605,738		$	603,372

~~The~~(Continued ~~accompanying~~on ~~notes~~following ~~to the consolidated financial statements are an~~page) ~~integral part of the consolidated financial statements.~~

* Agrees with the audited consolidated balance sheet included in the Company’s Form 10-K for the year ended December 31, 2001.

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BRAND ~~SERVICES~~INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES Consolidated ~~Statements~~Balance ~~of Cash Flows~~Sheets (In thousands except share and per share amounts)

						Nine months ended
									September 30,
						September 30 (unaudited)
					December 31,				2003
					2002	~~2002~~			(unaudited)	~~2001~~
CASH FLOWS FROM OPERATING ACTIVITIES:
LIABILITIES AND STOCKHOLDER’S EQUITY
	Net income					$	17,259			$	8,233
CURRENT LIABILITIES:
	Adjustments to reconcile net income to net cash from Operating activities:
	Current maturities of long-term debt				$	1,300			$	1,300
		Depreciation and amortization					16,994				17,139
	Notes payable and capital lease obligations, current portion					1,883				1,117
		Non-cash compensation					2,479				—
	Accounts payable and accrued expenses					39,278				37,458
	Changes in operating assets and liabilities:
	Deferred revenue					1,468				1,506
			Trade accounts receivable, net				978				72
		Total current liabilities				43,929				41,381
			Accrued revenue				(1,859	)			(420	)
LONG-TERM DEBT						306,432				309,158
			Notes receivable				(183	)			174
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS						825				330
			Other current assets				(2,729	)			(158	)
DEFERRED INCOME TAXES						32,759				31,317
			Scaffolding equipment				976				2,235
STOCKHOLDER’S EQUITY:
			Accounts payable and accrued expenses				(1,619	)			(4,602	)
	Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding					—				—
			Deferred revenue				(85	)			(1,572	)
	Paid-in capital					223,498				224,212
			Other				3,809				(1,091	)
	Cumulative translation adjustment					140				2,317
				Net cash flows from operating activities			36,020				20,010
	Accumulated deficit					(1,845	)			(5,343	)
CASH FLOWS FROM INVESTING ACTIVITIES:
			Total stockholder’s equity			221,793				221,186
	Purchase of property and equipment						(11,385	)			(15,834	)
			Total liabilities and stockholder’s equity		$	605,738			$	603,372
			Net cash flows from investing activities				(11,385	)			(15,834	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt						—				15,000
	Repayments of long-term debt						(33,475	)			(6,300	)
	Borrowings (payments) of revolving loans						—				(4,125	)
	Capital contributions from Holdings						67				30
	Payments on capital lease obligations						(1,294	)			(1,455	)
			Net cash flows from financing activities				(34,702	)			3,150
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							(10,067	)			7,326
CASH AND CASH EQUIVALENTS, beginning of period							12,660				3,139
CASH AND CASH EQUIVALENTS, end of period						$	2,593			$	10,465

~~(Continued~~The onaccompanying ~~following~~notes ~~page)~~to the consolidated financial statements are an integral part of the consolidated balance sheets.

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

			Nine months ended
					DLJ Brand				Brand
			September 30 (unaudited)
					Holdings, Inc.				Intermediate
			2002				2001
					(Predecessor)				Holdings, Inc.
SUPPLEMENTAL CASH FLOW DISCLOSURES:
					For the Nine Months Ended September 30
	Interest paid		$	16,149			$	18,290
					2002				2003
NON-CASH TRANSACTIONS:
CASH FLOWS FROM OPERATING ACTIVITIES:
	Paid-in-kind accretion of preferred stock dividends		$	6,206			$	5,404
	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

~~The~~(Continued ~~accompanying~~on ~~notes~~following ~~to the consolidated financial statements are an~~page) ~~integral part of the consolidated financial statements.~~

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BRAND ~~SERVICES~~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.

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BRAND INTERMEDIATE HOLDINGS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements
(Unaudited)

The financial statements included herein for the periods ended September 30, 2002 and ~~2001~~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, ~~2002~~2003, and the results of operations ~~for the three~~ and ~~nine months ended September 30, 2002 and 2001, and~~ cash flows for the three months and nine months ended September 30, 2002 and ~~2001~~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

~~Prior to the sale of~~ Brand ~~Services~~Intermediate Holdings, Inc. and its subsidiaries (“Brand”), ~~Brand~~are ~~was~~ 100% owned by ~~DLJ~~ Brand Holdings, ~~Inc.~~LLC (the “~~Holdings~~LLC”). ~~See~~As ~~Note~~of 11September 30, ~~for~~2003, ~~a description of~~ the ~~sale~~voting equity interests of the ~~Company.~~LLC ~~Holdings~~are is owned 5975.91% by ~~Credit Suisse First Boston (USA), Inc~~J. ~~(“CSFB”), 8.6% by Carlisle Enterprises, L.~~P. ~~(“Carlisle”),~~ ~~17.0%~~Morgan byPartners ~~Rust~~and ~~International,~~its ~~Inc.~~ affiliates (“~~Rust International~~JPMP”), and 14 24.59% by ~~the~~other ~~directors,~~equity ~~officers~~investors ~~and~~on ~~employees~~a offully ~~the~~diluted ~~Company~~basis. ~~Rust~~Brand ~~International~~Services, Inc. is a wholly owned subsidiary of ~~Waste~~Brand ~~Management,~~Intermediate Holdings, Inc. ~~(“WMI”).~~ All references to “the Company”, “we”, “us”, or “our” mean Brand Intermediate ~~Services~~Holdings, Inc. and its subsidiaries.

WePrior ~~operate in one segment and provide scaffolding services primarily~~ to ~~refining,~~ ~~chemical~~October 16, ~~petrochemical~~2002, ~~utility~~Brand ~~and pulp and paper industries~~Services, ~~and to a lesser extent, general commercial clients~~Inc. ~~Scaffolding~~was ~~services~~a ~~are typically~~wholly ~~provided~~owned ~~in connection with periodic, routine cleaning and~~subsidiary ~~maintenance~~ of ~~refineries,~~DLJ ~~chemical~~Brand ~~plants and utilities~~Holdings, ~~as well as for new construction projects~~Inc. ~~The~~(“DLJ ~~Company~~Brand” ~~provides~~or ~~personnel~~the to“Predecessor” ~~erect~~company). ~~and dismantle~~On ~~scaffolding~~October 16, ~~structures~~2002, ~~transport~~DLJ ~~scaffolding~~Brand tomerged ~~project~~with ~~sites~~Brand ~~and~~Acquisition ~~supervise and manage such activities~~Corp. ~~In addition~~, ~~the~~which ~~Company~~was ~~rents and occasionally~~a ~~sells~~wholly-owned ~~scaffolding~~subsidiary ~~that~~of isthe ~~classified~~LLC, ~~as property~~ and ~~equipment~~was onrenamed ~~the~~Brand Intermediate ~~consolidated~~Holdings, ~~balance sheet~~Inc. The ~~Company~~preceding ~~maintains~~events aare ~~substantial~~referred ~~inventory~~to ~~of scaffolding~~as in the ~~United States and Canada~~“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.

Page -7-

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 ~~needed~~requirements, could not be billed. Substantially all unbilled amounts are expected to be billed and ~~collected~~ collected within one year.

4. Debt and Borrowing Arrangements

At ~~September~~December 3031, 2002 and ~~December~~September 3130, ~~2001~~2003, long-term debt consisted of the following (in thousands):

		~~September 30,~~		~~December~~September 3130,
		2002		2001
		December 31,		2003
Revolving loans		$	—	$	—
		2002		(unaudited)
Term loans			19,938		53,413
Credit Facility, due 2009		$	130,000	$	129,025
10 1/4% Senior Notes			130,000		130,000
12% Senior Subordinated Notes, due 2012			150,000		150,000
			149,938		183,413
13% Intermediate Subordinated Notes, due 2013			35,962		39,364
Less-Current portion			19,938		13,150
			315,962		318,389
	Long-term debt	$	130,000	$	170,263
Less:
	Current portion		1,300		1,300
	Unamortized discount		8,230		7,931
		$	306,432	$	309,158

InFor ~~addition~~the tothree ~~the~~months ~~scheduled~~and ~~payments~~nine months ended September 30, 2002, the weighted-average ~~Company~~interest ~~made~~rate ~~additional~~of ~~payments~~loans ~~of $24.1 million~~outstanding under the ~~term~~Old ~~loans~~Credit Facility ~~during~~was 5.5% and 5.7%, respectively. For the ~~nine~~three months and nine months ended September 30, 2003, the weighted-average interest rate of loans ~~2002~~outstanding under the Credit Facility was 5.1% and 5.3%, respectively.

~~For~~JPMP ~~the~~holds ~~three months ended September~~$16.9 ~~30,~~million ~~2002~~of ~~and 2001,~~ the ~~weighted average interest rate on loans outstanding under the term loan facility, the revolving loan and the Senior Notes was 9~~$39.4~~% and 9.4%, respectively, and for the nine months ended September~~ ~~30,~~million ~~2002~~Intermediate ~~and~~Subordinated ~~2001, the weighted average interest rate was 9~~Notes.~~2% and 9.8%, respectively.~~

Page -9-

5. Deferred Revenue

Deferred revenue represents amounts collected from customers inat ~~advance~~a offaster ~~the~~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.

~~Page~~7. ~~-8-~~Comprehensive Income (Loss)

~~Table~~For ofthe ~~Contents~~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.

7. Comprehensive Income

Comprehensive income represents the sum of net income and foreign currency translation adjustments. For the three months ended September 30, 2002 and 2001, comprehensive income was $2.9 million and $3.0 million, respectively, and for the nine months ended September 30, 2002 and 2001, comprehensive income was $17.2 million and $8.4 million, respectively.

8. Income Taxes

For the nine months ended September 30, 2002, the Company reduced the valuation allowance on deferred tax assets by $4.7 ~~million and recorded an income tax provision of $4~~.46 million~~. During the nine months ended September 30~~, ~~2002, the valuation allowance on deferred tax assets was reduced to $0~~ as the Company ~~determined~~ 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. ~~The~~For the nine months ended September 30, 2003, the effective tax rate benefit of 4034% is ~~greater~~less than the federal statutory rate ~~of 35%~~ primarily due to permanent ~~state~~tax ~~income~~items ~~taxes~~ for the ~~three~~ nine months ended September 30, ~~2002~~2003. The following table provides a ~~reconciliation~~ summary of the provision (benefit) for income taxes for the three months and nine months ended September 30, 2002 ~~(in~~and ~~thousands)~~2003:

		Three Months ended		Nine Months Ended
		Three Months Ended					Nine Months Ended
		September 30, 2002		~~September~~Three ~~30,~~Months ~~2002~~Ended			September 30, 2002			Nine Months Ended
		(unaudited)		~~(unaudited)~~September 30, 2003			(unaudited)			September 30, 2003
Current (benefit) provision		$	727	$	909
		(Predecessor)		(unaudited)			(Predecessor)			(unaudited)
Deferred provision			1,583		8,153
Deferred (benefit) provision		$	2,431	$	(1,062	)	$	10,368		$	(1,802	)
Reduction of valuation allowance			—		~~(4,683~~—	)		(7,602	)		—
	Provision for income taxes	$	2,310	$	4,379
	Provision (benefit) for income taxes	$	2,431	$	(1,062	)	$	2,766		$	(1,802	)

9. Non-cash Compensation

During the nine months ended September 30, 2002, Holdings granted certain members of management options to acquire 291,000 shares of common stock with an exercise price of $5.80 per share and permitted others to purchase 11,350 shares of common stock at $5.80 per share. The Company uses 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 months ended September 30, 2002 was recorded in the consolidated statements of operations since the exercise prices of certain stock compensation awards were less than the estimated fair values of the underlying stock on the date of the grant. Estimated fair values were determined by using the stock price from the sale of the Company to JPMorgan Partners (see Note 11).

Page -9-

10. New Accounting Standards

Under Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill is no longer subject to amortization over its useful life; rather, it is subject to at least annual assessments of impairment and accordingly, amortization of goodwill ceased. The Company has completed the required transitional impairment test as of January 1, 2002, and in doing so has determined that goodwill is not impaired. The following table shows a reconciliation between reported net income and adjusted net income had SFAS No. 142 been implemented by the Company as of January 1, 2001 (in thousands):

	For the three		For the three		For the nine		For the nine
	months ended		months ended		months ended		months ended
	September 30, 2002		September 30, 2001		September 30, 2002		September 30, 2001
Reported net income	$	3,465	$	2,079	$	17,259	$	8,233
Add back: goodwill amortization		—		369		—		1,008
Adjusted net income	$	3,465	$	2,448	$	17,259	$	9,241

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 was 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 (FASB) 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 was implemented by the Company on January 1, 2002 with no impact on the Company’s financial statements.

In April 2002, FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 provides for the rescission of several previously issued accounting standards, new accounting guidance for the accounting for certain lease modifications and various technical corrections that are not substantive in nature to existing pronouncements. SFAS No. 145 will be adopted by the Company beginning January 1, 2003, except for the provisions relating to the amendment of SFAS No. 13, which will be adopted for transactions occurring subsequent to

Page -10-

~~May 15, 2002~~9. ~~Adoption~~The ~~of SFAS No. 145 will not have a material impact on the~~Transaction ~~financial statements of the Company.~~

InOn ~~June~~October 16, 2002, ~~FASB~~the ~~issued~~LLC ~~SFAS~~acquired ~~No. 146,~~100% ~~Accounting~~of ~~for~~DLJ ~~Costs~~Brand ~~Associated~~in ~~with~~a stock transaction ~~Exit~~accounted orfor ~~Disposal~~as ~~Activities.~~a ~~SFAS~~business ~~No. 146~~combination ~~nullifies~~using ~~Emerging~~the ~~Issues~~purchase ~~Task~~method ~~Force~~of ~~Issue No~~accounting. ~~94-3,~~ ~~Liability~~The ~~Recognition~~total ~~for~~amount ~~Certain~~of ~~Employee~~consideration ~~Termination~~paid ~~Benefits and~~in ~~Other~~the ~~Costs~~Transaction, including tothe ~~Exit~~payment anof ~~Activity~~transaction ~~(including~~costs ~~Certain~~incurred ~~Costs~~by ~~Incurred~~the inbuyer, awas ~~Restructuring),~~approximately ~~and~~$524.4 million. ~~requires~~The ~~that~~financial astatements ~~liability~~of ~~for~~Brand ~~costs associated with an exit~~Intermediate orHoldings, ~~disposal~~Inc. ~~activity~~have bebeen ~~recognized~~prepared ~~when~~utilizing ~~the~~push-down ~~liability~~accounting isreflecting ~~incurred rather than~~the ~~when~~LLC’s acost ~~company~~of ~~commits~~the ~~to such an activity~~acquisition. ~~SFAS~~In ~~No. 146~~connection ~~also~~with ~~establishes~~the ~~that fair~~Transaction, ~~value be~~ the ~~objective~~LLC ~~for~~made a ~~initial~~capital ~~measurement~~contribution ofto ~~the~~Brand ~~liability.~~Intermediate ~~SFAS~~Holdings, NoInc. ~~146~~ ~~will~~in ~~be adopted by~~ the ~~Company~~amount ~~for exit or disposal activities that are~~of ~~initiated after December 31~~$223, ~~2002~~498. ~~Adoption~~The ~~will~~following ~~not~~unaudited ~~have~~pro aforma ~~material~~results ~~impact~~of onoperations assume that the ~~financial~~Transaction ~~statements~~occurred ofon ~~the~~January 1, ~~Company.~~2002:

11. Subsequent Event


	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

~~On October 16, 2002, J~~10.P. ~~Morgan~~New ~~Partners,~~Accounting ~~the private equity affiliate of J.P.~~Standards ~~Morgan Chase & Co., acquired Brand Intermediate Holdings (formerly DLJ Brand~~ ~~Holdings, Inc.) including Brand Services, Inc. In connection therewith, Brand~~ issued $150.0 million of 12% Senior Subordinated Notes and entered into a credit facility that consists of $130.0 million in aggregate principal amount of term loan, a letter of credit facility of $20.0 million, and a revolving credit facility of $50.0 million. The Company used a portion of the proceeds from this transaction to repay the $130.0 million 101/4% Senior Notes and $19.9 million of term debt. A portion of the proceeds will also be used to redeem the 141/2% Senior Exchangeable Preferred Stock on or before November 17, 2002.

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-

~~ITEM~~BRAND 2.INTERMEDIATE ~~MANAGEMENT’S~~HOLDINGS, ~~DISCUSSION~~INC. AND ~~ANALYSIS~~SUBSIDIARIES NOTES OFTO CONSOLIDATED FINANCIAL ~~CONDITION AND RESULTS OF OPERATIONS~~STATEMENTS

~~The matters discussed in this Form 10-Q of~~ Brand ~~Services~~Intermediate Holdings, Inc. ~~and~~ ~~subsidiaries~~Condensed ~~(the~~Consolidating ~~“Company”)~~Balance ~~contain forward looking statements that involve a~~Sheet ~~number of risks and uncertainties. A number of factors could cause actual results~~December 31, ~~performance, achievements of the Company, or industry results, to be~~2002 ~~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.


									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

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.

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

Page -12-

~~the~~BRAND ~~postponement~~INTERMEDIATE ~~of scheduled turnarounds causes fluctuations in the Company’s quarterly and annual results~~HOLDINGS, ~~the~~INC. ~~Company~~AND ~~believes the necessity for on-going~~SUBSIDIARIES ~~maintenance~~NOTES ~~and~~TO ~~turnarounds~~CONSOLIDATED ~~provides~~FINANCIAL aSTATEMENTS ~~stable, recurring revenue base.~~(Continued)

~~The~~Brand ~~Company’s~~Intermediate ~~business~~Holdings, ~~is seasonal~~Inc. ~~End-use industries such as the refining~~ ~~and~~Condensed ~~utility~~Consolidating ~~industries~~Balance ~~experience increased demand for their products during~~Sheet ~~the summer months. Consequently~~December 31, ~~turnarounds~~2002 ~~are generally scheduled during~~(continued) ~~the first and fourth quarters of the year.~~

Results of Operations


															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

Revenues — Revenues for the three months ended September 30, 2002 increased 16.6% to $84.9 million from $72.8 million for the same period in 2001. Revenues for the nine months ended September 30, 2002 increased 21.8% to $269.0 million from $220.9 million for the same period in 2001. Labor revenue increased 19.9% to $64.9 million for the three months ended September 30, 2002 as compared to the same period in 2001 and 26.1% to $205.7 million for the nine months ended September 30, 2002 as compared to the same period in 2001. Rental revenue increased 9.2% to $18.0 million for the three months ended September 30, 2002 as compared to the same period in 2001, and 10.1% to $56.0 million for the nine months ended September 30, 2002 as compared to the same period in 2001. Industrial revenue accounted for the majority of the revenue growth as we were awarded new refinery contracts and new power plant construction contracts. The nature of these work opportunities caused labor revenue to grow at a faster rate than equipment rental revenue, as this type of work is more labor intensive than commercial work.

Gross Profit — Gross profit for the three months ended September 30, 2002 increased 21.0% to $20.5 million from $16.9 million for the same period in 2001. Gross profit for the nine months ended September 30, 2002, increased 23.3% to $67.3 million from $54.6 million for the same period in 2001. Labor gross profit (labor revenue less labor cost) increased 23.9% to $11.8 million for the three months ended September 30, 2002 as compared to the same period in 2001 and 28.5% to $39.9 million for the nine months ended September 30, 2002 as compared to the same period in 2001. Gross profit as a percentage of revenue increased from 23.2% to 24.1% for the three months ended September 30, 2002, as compared to the same period in 2001. Gross profit as a percentage of revenue for the nine months ended September 30, 2002, increased to 25.0% from 24.7% for the same period in 2001. The increase in total gross profit is primarily due to the improvement in labor gross profit. The growth in labor gross profit is a result of higher labor revenues and an increase in labor gross profit percentage.

Selling and Administrative Expenses — Selling and administrative expenses for the three months ended September 30, 2002 increased 7.1% to $10.7 million from $10.0 million for the same period in 2001. Selling and administrative expenses for the nine months ended September 30, 2002 decreased 2.0% to $30.3 million from $30.9 million for the same period in 2001. Selling and administrative expenses as a percentage of revenue for the three months ended September 30, 2002 decreased to 12.6% from 13.7% for the same period in 2001. Selling and administrative

Page -13-

~~expenses~~BRAND asINTERMEDIATE ~~a percentage of revenue for the nine months ended September 30~~HOLDINGS, ~~2002~~ ~~decreased to 11~~INC.3% ~~from~~AND ~~14.0% for the same period in 2001. Selling and~~SUBSIDIARIES ~~administrative~~NOTES ~~expenses~~TO ~~for~~CONSOLIDATED ~~the~~FINANCIAL ~~nine months ended September 30, 2001 includes~~STATEMENTS ~~$1.0 million of goodwill amortization, which is not included in 2002 due to the~~ ~~adoption of SFAS No. 142. The increase in selling and administrative expenses~~ ~~for the three months ended September 30, 2002 is mostly due to an increase in compensation expense relating to the expansion of the business.~~

~~Non-Cash~~Brand ~~Compensation~~Intermediate ~~— We use the intrinsic value method prescribed by APB Opinion No. 25~~Holdings, ~~“Accounting for Stock Issued to Employees,” to account for stock compensation plans~~Inc. ~~Non-cash compensation expense of $2.5 million for~~ ~~the~~Condensed ~~nine~~Consolidating ~~months~~Balance ~~ended~~ Sheet September 30, ~~2002 was recorded in the consolidated~~2003 ~~statement of operations since the exercise prices of certain stock compensation~~ ~~awards were less than the estimated fair values of the underlying stock on the~~ date of the grant. Estimated fair values were determined by using the stock price used in the acquisition of Brand Services, Inc. by J.P. Morgan Partners, as this transaction provides independent third-party evidence of the fair value of the underlying stock. For periods prior to 2002, the fair value of the underlying stock was determined by the Board of Directors based upon a multiple of EBITDA , as this provided the best available evidence at that time.

Operating Income — As a result of the above, operating income for the three months ended September 30, 2002 increased 40.8% to $9.8 million from $7.0 million for the same period in 2001 and increased 45.8% to $34.5 million from $23.7 million for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001.


										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

Interest Expense — Interest expense for the three months ended September 30, 2002 decreased 19.1% to $4.1 million from $5.0 million for the same period in 2001. Interest expense for the nine months ended September 30, 2002 decreased 17.1% to $13.0 million from $15.7 million for the same period in 2001. The decrease in interest expense was primarily due to lower interest rates and lower levels of debt due to debt repayments. For the quarters ended September 30, 2002 and 2001, the weighted average interest rate was 9.4% and 9.4%, respectively and for the nine months ended September 30, 2002 and 2001, the weighted average interest rate was 9.2% and 9.8%, respectively.

Page -14-

~~Provision~~BRAND ~~for~~INTERMEDIATE ~~Income Tax — For the nine months ended September 30~~HOLDINGS, ~~2002, the Company reduced the valuation allowance on deferred tax assets by $4~~INC.~~7 million and~~ ~~recorded~~AND ~~an income tax provision of $4.4 million. During the nine months~~SUBSIDIARIES ~~ended~~NOTES ~~September 30,~~TO ~~2002,~~CONSOLIDATED ~~the~~FINANCIAL ~~valuation~~STATEMENTS allowance on deferred tax assets was reduced to $0 as the Company determined that it was more likely than not that all deferred tax assets would be realized based upon current operating results and anticipated operating results for future periods. The effective tax rate of 40% is greater than the federal statutory rate of 35% primarily due to state income taxes for the three months ended September 30, 2002. The following table provides a reconciliation of the provision for income taxes for the three and nine months ended September 30, 2002 (~~in thousands~~Continued):

		Three Months ended		Nine Months ended
		September 30, 2002		September 30, 2002
		(unaudited)		(unaudited)
Current provision		$	727	$	909
Deferred provision			1,583		8,153
Reduction of valuation allowance			—		(4,683	)
	Provision for income taxes	$	2,310	$	4,379

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

For the three and nine month periods ended September 30, 2001, the Company recorded a provision for income taxes of $0 primarily due to reductions in the valuation allowance on deferred tax assets during those periods.


															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

Net Income — Net income for the three months ended September 30, 2002 and 2001 was $3.5 million and $2.1 million, respectively, and was $17.3 million and $8.2 million for the nine months ended September 30, 2002 and 2001, respectively.

Accretion of Preferred Stock Dividends — Accretion of preferred stock dividends for the three months ended September 30, 2002 and 2001 was $2.1 million and $1.9 million, respectively, and was $6.2 million and $5.4 million for the nine months ended September 30, 2002 and 2001, respectively.

Net Income Applicable to Common Stock — Net income applicable to common stock for the three months ended September 30, 2002 and 2001 was $1.3 million and $0.2 million, respectively, and was $11.1 million and $2.8 million for the nine months ended September 30, 2002 and 2001, respectively.

Liquidity and Capital Resources

The Company has historically utilized internal cash flow from operations and borrowings under the bank facility to fund its operations, capital expenditures and working capital requirements. As of September 30, 2002, and December 31, 2001, the Company had working capital of $11.1 million and $22.5 million and cash of $2.6 million and $12.7 million, respectively.

Page -15-

~~During~~BRAND ~~the~~INTERMEDIATE ~~nine months ended September 30~~HOLDINGS, ~~2002, the Company made payments of $1~~INC.~~5 million~~ toAND ~~settle a general liability insurance claim in advance of the~~SUBSIDIARIES ~~Company’s~~NOTES ~~settlement~~TO ~~with~~CONSOLIDATED ~~the~~FINANCIAL ~~insurance~~STATEMENTS ~~company. The Company currently has a~~(Continued) ~~claim, deemed valid, against the assets of the insurance company in~~ ~~liquidation.~~

~~One~~DLJ ofBrand the Company’s major uses of cash is capital expenditures. The Company’s capital expenditure requirements are comprised of maintenance and expansion expenditures. The Company’s maintenance capital expenditure requirements are generally for scaffolding planks and other items used in the businessHoldings, ~~such as trucks~~Inc. ~~Expansion capital expenditures are for new scaffolding, are~~(Predecessor) ~~discretionary~~Condensed ~~and~~Consolidating ~~vary~~Statement ~~annually based on the Company’s level~~ of ~~scaffolding~~Operations ~~rental~~For ~~activity and management’s growth expectations. During~~ the ~~nine~~Three ~~months ended~~Months Ended September 30, 2002~~, gross capital expenditures were $11.4 million.~~

Dividends on our preferred stock accrue at the rate of 14.5% and were payable on September 30, 2001 or the date when we are permitted to pay cash dividends on the preferred stock under the terms of our bank facility at that time. As described below, in connection with J.P. Morgan Partners’ acquisition of Brand Intermediate Holdings, including Brand Services, Inc., the preferred stock will be redeemed on or before November 17, 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

The other major uses of cash are the payments of interest on long-term debt and the payments of principal on term loans. For the nine months ended September 30, 2002 interest payments were $16.1 million and principal payments were $33.5 million.

Net cash provided by (used for) financing activities for the nine months ended September 30, 2002 decreased to $(34.7) million from $3.2 million for the same period in 2001, primarily due to the repayment of $33.5 million of term loans during the nine months ended September 30, 2002. In addition to the scheduled payments, the company made additional payments of $24.1 million under the term loans during the nine months ended September 30, 2002.

On October 16, 2002, J.P. Morgan Partners, the private equity affiliate of J.P. Morgan Chase & Co., acquired Brand Intermediate Holdings, (formerly DLJ Brand Holdings, Inc.) including Brand Services, Inc. In connection therewith, Brand issued $150.0 million of 12% Senior Subordinated Notes and entered into a credit facility that consists of $130.0 million in aggregate principal amount of term loan, a letter of credit facility of $20.0 million, and a revolving credit facility of $50.0 million. We refer to the acquisition of the Company by J.P. Morgan Partners and the related financings as the “Transactions.” The Company used a portion of the proceeds from the Transactions to repay the $130.0 million 101/4% Senior Notes and $19.9 million of term debt. A portion of the proceeds will also be used to redeem the 141/2% Senior Exchangeable Preferred Stock on or before November 17, 2002.

Page -16-

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

~~After~~Brand ~~the~~Intermediate ~~Transactions~~Holdings, weInc. Condensed ~~intend~~Consolidating toStatement ~~fund~~of ~~our ongoing obligations from cash~~Operations ~~flow~~For ~~from~~the ~~operations~~Three ~~and~~Months ~~borrowings~~Ended ~~under our new $50.0~~September ~~million~~30, ~~revolving~~2003 ~~credit facility.~~

We believe that after the Transactions, our existing working capital, borrowings available under the revolving credit facility and internally generated funds should provide sufficient resources to support current business activities. To the extent that we accelerate our growth plans, consummate acquisitions or have lower than anticipated sales or increases in expenses, we may also need to raise additional capital. In particular, increased working capital needs occur whenever we consummate transactions or experience strong incremental demand.


																		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	)

Contractual Obligations

The following is a summary of contractual cash obligations as of September 30, 2002, excluding interest on a pro forma basis to give effect to the Transactions as if they had occurred on September 30, 2002 (dollars in thousands):

	Payments due in:
	Total		2002		2003		2004		2005		After 2005
Term Loan	$	130,000	$	—	$	1,300	$	1,300	$	1,300	$	126,100
Capital Leases		1,091		246		845		—		—		—
Operating Leases		7,525		629		2,071		1,719		1,277		1,829
Notes Payable		2,532		669		1,038		660		165		—
Senior Subordinated Notes		150,000		—		—		—		—		150,000
Total Contractual Cash Obligations	$	291,148	$	1,544	$	5,254	$	3,679	$	2,742	$	277,929

Critical Accounting Policies

Certain of our accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate assumptions for calculating the 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

Page -17-

~~future~~BRAND ~~income~~INTERMEDIATE ~~(losses) and the expected timing of the reversals of existing temporary differences. As of December 31~~HOLDINGS, ~~2000, we had a valuation allowance of $8~~INC.~~7 million.~~ ~~During~~AND ~~the year ended December 31, 2001, the valuation~~SUBSIDIARIES ~~allowance~~NOTES ~~was~~TO ~~reduced~~CONSOLIDATED byFINANCIAL ~~$4.0 million,~~STATEMENTS ~~reducing our effective tax rate and~~(Continued) ~~total income tax expense to zero. As of December 31, 2001, we had a valuation~~ ~~allowance of $4.7 million. During the nine months ended September 30, 2002,~~ the valuation allowance on deferred tax assets was reduced to $0 as we determined that it is more likely than not that all deferred tax assets would be realized based upon year-to-date operating results and anticipated operating results for future periods.

AsDLJ ~~part~~Brand ~~of our ongoing business~~Holdings, ~~we make payments for workers’ compensation and health benefit claims~~Inc. ~~We have purchased insurance coverage for large claims.~~(Predecessor) ~~Our~~Condensed ~~workers’~~Consolidating ~~compensation~~Statement ~~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~~Operations ~~believe~~For ~~that~~the ~~our~~Nine ~~liability~~Months ~~for~~Ended ~~workers’ compensation and health benefit claims of $12.5 million as of December 31, 2001 and $13.3 million as of~~ September 30, ~~2002~~ ~~are adequate and that the judgment applied is appropriate, such estimated~~2002 ~~liabilities could differ materially from what will actually transpire in the~~ ~~future.~~

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 months ended September 30, 2002 was recorded in the consolidated statements of operations since the exercise price of certain stock compensation awards were less than the estimated fair values of the underlying stock on the date of grant. Estimated fair values were determined by using the stock price used in the acquisition of Brand Services, Inc. by J.P. Morgan Partners, as this transaction provides independent third-party evidence of the fair value of the underlying stock. For periods prior to 2002, the fair value of the underlying stock was determined by the Board of Directors based upon a multiple of EBITDA, as this provided the best available evidence at that time.


									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

Other Data

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.

Adjusted EBITDA is EBITDA plus non-cash compensation. Adjusted EBITDA is presented because it is a widely accepted financial indicator of a company’s ability to service its indebtedness. However, adjusted EBITDA should not be considered as an alternative to income from operations or to cash flows from

Page -18-

~~operating,~~BRAND ~~investing,~~INTERMEDIATE ~~or financing activities~~HOLDINGS, ~~as determined in accordance with auditing standards generally accepted in the United States~~INC. ~~Adjusted~~AND ~~EBITDA~~SUBSIDIARIES ~~also~~NOTES ~~should~~TO ~~not~~CONSOLIDATED beFINANCIAL ~~construed~~STATEMENTS ~~as an indication of a company’s operating~~(Continued) ~~performance or as a measure of liquidity. In addition, because adjusted EBITDA~~ ~~is not calculated identically by all companies, the presentation here may not~~ ~~be comparable to other similarly titled measures of other companies.~~

		Nine Months Ended
		September 30
		2002			2001
Pretax Income		$	21,638		$	8,233
Depreciation and Amortization Expense			16,994			17,139
Interest Expense			12,997			15,682
Interest Income			(137	)		(257	)
	EBITDA		51,492			40,797
Non-Cash Compensation			2,479			—
	Adjusted EBITDA	$	53,971		$	40,797

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

		Nine Months Ended
																				Brand
		September 30
											Non-			Brand			Adjustments			Intermediate
		2002				2001
				Brand				Guarantor			Guarantor			Intermediate			and			Holdings, Inc.
Net cash provided by (used for):
				Services, Inc.				Subsidiaries			Subsidiaries			Holdings, Inc.			Eliminations			Consolidated
Operating activities		$	36,020			$	20,010
Revenue:
Investing activities			(11,385	)			(15,834	)
	Labor			$	—			$	199,022		$	7,605		$	—		$	—		$	206,627
Financing activities			(34,702	)			3,150
	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-

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

InDLJ ~~April~~Brand ~~2002~~Holdings, ~~the~~Inc. ~~Financial Accounting Standards Board~~ (~~FASB~~Predecessor) ~~issued Statement~~ ofCondensed ~~Financial~~Consolidating ~~Accounting Standards (SFAS) No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB~~ Statement ~~No. 13, and Technical Corrections. SFAS No. 145 provides for the rescission~~ of ~~several~~Cash ~~previously~~Flows ~~issued~~For ~~accounting standards, new accounting guidance for~~ the ~~accounting~~Nine ~~for certain~~Months ~~lease~~Ended ~~modifications and various technical corrections that are not substantive in nature to existing pronouncements. SFAS No.~~September ~~145 will be adopted by the Company beginning January 1~~30, ~~2003, except for the provisions relating to the amendment of SFAS No. 13, which will be adopted for transactions occurring subsequent to May 15,~~ 2002~~. Adoption of SFAS No. 145 will not have a material~~ ~~impact on the condensed financial statements of the company.~~

In June 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring), and requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a company commits to such an activity. SFAS No. 146 also establishes that fair value be the objective for initial measurement of the liability. SFAS No. 146 will be adopted by the Company for exit or disposal activities that are initiated after December 31, 2002. Adoption will not have a material impact on the consolidated financial statements of the Company.


							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-

~~ITEM~~BRAND 4INTERMEDIATE —HOLDINGS, ~~CONTROLS~~INC. AND ~~PROCEDURES~~SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a)		Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Financial Office, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company’s President and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures are effective.
(b)		There have been no 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.

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-

~~PART~~ITEM II2. —MANAGEMENT’S ~~OTHER~~DISCUSSION ~~INFORMATION~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~The 5matters discussed in this Form 10-Q of Brand Intermediate Holdings, Inc. and ~~OTHER~~subsidiaries ~~INFORMATION~~(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.

OnThe ~~October 18,~~following ~~2002,~~discussion ~~the~~and ~~Company~~analysis ~~issued~~should abe ~~press~~read ~~release~~in ~~containing~~conjunction with the ~~following~~attached ~~information:~~condensed consolidated financial statements and notes thereto.

~~J.P. Morgan Partners, the private equity affiliate of J.P. Morgan Chase & Co.,~~Overview ~~announced its acquisition of Brand Services from DLJ Merchant Banking for~~ ~~approximately $500 million. A senior notes offering of $150 million was~~ ~~completed in association with the transaction. The transaction closed on October 16, 2002.~~

~~Under~~The ~~the~~Company ~~merger~~is ~~agreement,~~the ~~Brand~~largest ~~notified~~North ~~the~~American ~~holders~~provider of ~~its~~industrial ~~14.5% preferred~~scaffolding ~~stock~~services ofwhich ~~the~~facilitate ~~redemption~~access ofto ~~all~~tall ~~shares~~structures offor ~~preferred~~maintenance, turnarounds ~~stock~~and incapital ~~accordance~~projects, ~~with~~principally in the refining, petrochemical, ~~terms~~chemical, ofutility ~~the~~and ~~certificate~~pulp ofand ~~designation~~paper ~~thereof~~industries. ~~Brand~~The ~~also~~Company ~~commenced~~provides ~~a tender~~turnkey ~~offer~~services, ~~prior~~which toinclude ~~closing~~equipment rental, labor for ~~all~~the erection and dismantlement of ~~its~~the ~~issued~~scaffolding and ~~outstanding~~scaffolding ~~10-1/4%~~design ~~senior~~services. The Company ~~notes~~also ~~due~~provides ~~2008,~~scaffolding ~~which~~services ~~was~~to ~~consummated~~the atcommercial ~~closing~~market (primarily nonresidential construction and renovation) and sells a small amount of scaffolding.

The ~~full~~Company ~~text~~typically ofprovides on-going maintenance services under long-term contracts; the ~~press~~duration ~~release~~of these contracts is ~~included~~usually asone ~~Exhibit 99~~to five years.3 Turnarounds occur every one to ~~this~~four ~~report~~ years depending on ~~Form 10-Q~~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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits — See Exhibit Index on page 28.

Reports on Form 8-K — On July 8, 2002, the Company filed a current report on Form 8-K dated July 8, 2002 to report that the Company had changed its independent public accountant.

On August 16, 2002, the Company filed a current report on Form 8-K dated August 16, 2002 to announce that J.P. Morgan Partners, the private equity affiliate of J.P. Morgan Chase & Co., had entered into a definitive agreement to acquire the Company from DLJ Merchant Banking.

Page -22-

~~SIGNATURES~~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.

~~Pursuant~~The toCompany’s ~~the~~business ~~requirements~~is ofseasonal. ~~the~~End-use ~~Securities~~industries ~~Exchange~~such ~~Act~~as ~~of 1934,~~ the refining ~~registrant~~and ~~has~~utility ~~duly~~industries ~~caused~~experience ~~this~~increased ~~report~~demand tofor betheir ~~signed~~products onduring the ~~its~~summer ~~behalf~~months. byConsequently, ~~the~~turnarounds are generally scheduled during ~~undersigned~~the ~~thereunto~~first ~~duly~~and ~~authorized~~fourth quarters of the year.

		BRAND SERVICES, INC.
Date: November 11, 2002		/s/ John M. Monter John M. Monter Chief Executive Officer, President
Date: November 11, 2002		/s/ Jeffrey W. Peterson Jeffrey W. Peterson Chief Financial Officer, Vice President, Finance

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. 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.”

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-

~~CERTIFICATION Pursuant~~ended September 30, 2003 to 18the ~~U.S.C.~~same ~~Section~~period in 2002 was caused by $9.1 ~~1350,~~million asin ~~adopted~~additional ~~pursuant~~depreciation tocosts ~~Section 302~~as a result of the ~~Sarbanes-Oxley~~transaction, ~~Act~~$1.5 million due ofto ~~2002~~decreased revenue, increased insurance costs and an increase in lower margin industrial work.

ISelling and administrative expenses –Selling and administrative expenses decreased $0.1 million for the three months ended September 30, ~~John~~2003, Mand increased $3.3 million ~~Monter~~for the nine months ended September 30, ~~certify~~2003, ~~that:~~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.

~~1. I~~Non-cash ~~have~~compensation ~~reviewed~~expense ~~this~~- We ~~quarterly~~use ~~report~~the onintrinsic ~~Form~~value method prescribed by APB Opinion No. 1025, “Accounting for Stock Issued to Employees,” to account for stock compensation plans. Non-Qcash compensation expense of ~~Brand~~$2.5 million ~~Services~~for the nine month period ended September 30, ~~Inc;~~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.

~~2. Based~~Operating onincome my- As ~~knowledge,~~a ~~this~~result ~~quarterly~~of ~~report~~the ~~does~~above ~~not~~events, ~~contain~~operating ~~any~~income ~~untrue~~decreased ~~statement~~by of$4.8 million, ~~a material fact~~ or ~~omit~~49.3%, toand ~~state~~$15.7 million, aor ~~material~~45.4%, ~~fact~~respectively, ~~necessary~~in ~~to make~~ the three- ~~statements~~and ~~made,~~nine-month inperiods ~~light~~ended ofSeptember 30, ~~the~~2003 ~~circumstances~~as ~~under~~compared ~~which~~to ~~such statements~~the ~~were~~similar ~~made,~~prior ~~not~~year ~~misleading;~~periods.

~~3. Based~~Interest onexpense my- Interest ~~knowledge,~~expense increased by $3.5 million in the ~~financial~~three months ~~statements~~ended September 30, ~~and~~2003 ~~other~~as ~~financial information~~compared ~~included~~to inthe ~~this~~three ~~quarterly~~months ~~report~~ended September 30, ~~fairly~~2002, ~~present~~and inby ~~all~~$9.6 million ~~material respects~~in the ~~financial~~nine ~~condition,~~months ~~results~~ended ofSeptember 30, ~~operations~~2003 ~~and~~as compared ~~cash~~to ~~flows~~the ofnine ~~the registrant~~months asended ofSeptember 30, ~~and~~2002. ~~for,~~These ~~the~~increases ~~periods~~are ~~presented~~due to inhigher ~~this~~debt ~~quarterly~~levels ~~report;~~as a result of the Transaction.

~~4. The~~Accretion ~~registrant’s~~of ~~other~~preferred ~~certifying~~stock ~~officer~~dividends of ~~and~~subsidiary I- ~~are~~Prior ~~responsible~~to ~~for~~the ~~establishing~~Transaction, ~~and~~accretion ~~maintaining~~of ~~disclosure~~preferred ~~controls~~stock ~~and~~dividends ~~procedures~~of ~~(as~~subsidiary ~~defined in~~represented ~~Exchange~~dividends ~~Act~~accreted ~~Rules 13a-14~~on ~~and~~our ~~15d-~~subsidiary’s 14).5% ~~for~~Senior Exchangeable Preferred Stock (the ~~registrant~~“Old Preferred Stock”). The Old Preferred Stock was redeemed and paid wein ~~have:~~full in connection with the Transaction.

~~(a)~~Income ~~designed~~tax ~~such~~provision ~~disclosure~~- The ~~controls~~income ~~and~~tax ~~procedures~~benefit toof ~~ensure~~$1.8 million ~~that~~for ~~material information relating to~~ the ~~registrant,~~nine months ~~including~~ended ~~its consolidated subsidiaries~~September 30, ~~is made known to us by others within those entities~~2003, ~~particularly~~represents ~~during~~an ~~the~~effective ~~period~~rate inof ~~which~~34%. ~~this~~This effective ~~quarterly~~tax ~~report~~rate is ~~being prepared; (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of~~ a ~~date~~result ~~within 90 days prior to the filing date~~ of ~~this quarterly report (~~the ~~“Evaluation~~blended ~~Date”);~~net ~~and~~losses ~~(c)~~at ~~presented in this quarterly report~~ our ~~conclusions~~foreign subsidiaries ~~about the effectiveness of the disclosure controls~~ and ~~procedures~~net ~~based~~income onat our ~~evaluation~~domestic ~~as of the Evaluation Date;~~subsidiaries.

~~5. The~~Liquidity ~~registrant’s other certifying officer~~ and ICapital ~~have disclosed, based on our~~Resources ~~most recent evaluation, to the registrant’s auditors and the Audit Committee of~~ ~~the Company’s Board of Directors:~~

~~(a)~~The ~~all~~Company ~~significant~~has ~~deficiencies~~historically inutilized ~~the design or operation of~~ internal ~~controls~~cash ~~which~~flow ~~could~~from ~~adversely~~operations ~~affect the registrant’s ability to record, process, summarize~~ and borrowings ~~report~~under ~~financial~~its ~~data~~credit ~~and~~facility ~~have~~to ~~identified~~fund ~~for~~its ~~the registrant’s auditors any material weaknesses in internal controls; and (b) any fraud~~operations, ~~whether~~capital expenditures ~~or not material, that involves management or other employees who have a significant role in the registrant’s internal controls;~~ and

Page -24-

~~6. The~~working ~~registrant’s~~capital ~~other~~requirements. ~~certifying~~As ~~officer~~of ~~and~~December 31, I2002 ~~have indicated in this~~and ~~quarterly~~September 30, ~~report whether or not there were significant changes in internal~~2003, ~~controls~~the orCompany inhad ~~other~~working ~~factors~~capital ~~that could significantly affect internal controls subsequent to the date~~ of ~~our~~$35.9 million ~~most~~and ~~recent~~$55.7 million ~~evaluation,~~and ~~including~~cash ~~any corrective~~of ~~actions~~$4.8 million ~~with regard to significant deficiencies~~ and ~~material~~$31.0 million, ~~weaknesses~~respectively.

~~Date:~~One ~~November~~of ~~11,~~the ~~2002~~Company’s /major uses of cash is capital expenditures. The Company’s/ capital ~~John~~expenditure Mrequirements are primarily comprised of equipment expenditures. ~~Monter~~The ~~John~~Company’s Mmaintenance capital expenditure requirements are generally for scaffolding planks and other items used in the business, such as trucks and equipment. ~~Monter~~Expansion ~~Chief~~capital ~~Executive~~expenditures ~~Officer~~are for new scaffolding and vehicles, ~~President~~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:

Page -25-

CERTIFICATION Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


	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	)

I,Contractual ~~Jeffrey W. Peterson, certify that:~~Obligations

~~1. I~~The ~~have~~following ~~reviewed~~is ~~this~~a ~~quarterly~~summary ~~report~~of oncontractual ~~Form 10-Q~~cash ofobligations ~~Brand~~as ~~Services~~of September 30, 2003 ~~Inc;~~(dollars in thousands):

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;


	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

~~3. Based~~Critical onAccounting ~~my knowledge, the financial statements, and other financial~~Policies ~~information included in this quarterly report, fairly present in all material~~ ~~respects the financial condition, results of operations and cash flows of the~~ ~~registrant as of, and for, the periods presented in this quarterly report;~~

~~4. The~~Certain ~~registrant’s~~of ~~other~~our ~~certifying~~accounting ~~officer~~policies ~~and~~as Idiscussed ~~are~~below ~~responsible~~require ~~for~~the application ~~establishing~~of ~~and~~significant ~~maintaining~~judgement ~~disclosure~~by ~~controls~~management ~~and~~in ~~procedures~~selecting ~~(as~~the ~~defined~~appropriate inassumptions ~~Exchange~~for ~~Act~~calculating ~~Rules 13a-14~~amounts ~~and~~to ~~15d-14)~~record ~~for~~in ~~the~~our ~~registrant~~financial ~~and~~statements. weBy ~~have:~~their nature, these judgements are subject to an inherent degree of uncertainty.

~~(c)~~Labor ~~designed~~revenues ~~such~~are ~~disclosure~~recognized ~~controls~~when ~~and~~the ~~procedures~~services toare ~~ensure~~performed. ~~that~~Equipment ~~material~~rental revenue ~~information~~is ~~relating~~recognized tobased on the ~~registrant,~~number ~~including~~of ~~its~~days ~~consolidated~~the ~~subsidiaries,~~equipment is ~~made~~rented beginning ~~known~~with tothe usfirst byday ~~others~~the ~~within~~equipment ~~those~~is ~~entities,~~under ~~particularly~~rental. ~~during~~The ~~the~~Company periodically ~~period~~sells innew ~~which~~scaffolding ~~this~~directly ~~quarterly~~to ~~report~~third isparties. ~~being~~The ~~prepared;~~Company recognizes ~~(d)~~revenue ~~evaluated~~upon ~~the~~shipment ~~effectiveness~~and ofrecords ~~the~~as ~~registrant’s~~operating ~~disclosure~~expense, ~~controls~~the ~~and~~average cost ~~procedures~~of asthe ofscaffolding asold. ~~date~~The ~~within~~Company 90periodically ~~days~~sells ~~prior~~scaffolding to third ~~the~~parties, ~~filing~~primarily ~~date~~to ofits ~~this~~rental ~~quarterly~~customers. ~~report~~The ~~(the~~Company ~~“Evaluation~~recognizes revenue ~~Date”);~~for ~~and~~the ~~(c)~~proceeds ~~presented~~of insuch ~~this~~sales ~~quarterly~~and ~~report~~records ~~our~~as ~~conclusions~~operating ~~about~~expense, the net ~~effectiveness~~book value of the ~~disclosure~~scaffolding. ~~controls~~Net ~~and~~book ~~procedures~~value ~~based~~is ondetermined ~~our~~assuming ~~evaluation~~the oldest asscaffolding ofis sold first, as the ~~Evaluation~~Company ~~Date;~~maintains inventory records on a group basis.

~~5. The~~As ~~registrant’s~~part ~~other~~of ~~certifying~~our ~~officer~~ongoing business, we make payments for workers’ compensation and health Ibenefit claims. We have ~~disclosed,~~purchased ~~based~~insurance oncoverage ~~our~~for large claims. ~~most~~Our ~~recent~~workers’ ~~evaluation~~compensation and health benefit liabilities are developed using actuarial methods based upon historical data for payment patterns, tocost ~~the~~trends, utilization ~~registrant’s~~of ~~auditors~~healthcare services and ~~the~~other ~~Audit~~relevant ~~Committee~~factors. ofWhile we believe ~~the~~our ~~Company~~liabilities for workers’s ~~Board~~compensation, general liability, automobile, and health benefit claims of ~~Directors:~~$14.5 million as of September 30, 2003, are adequate and that the judgement

(c) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and (d) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Page -26-

~~6. The~~applied ~~registrant’s~~is ~~other~~appropriate, ~~certifying~~such ~~officer~~estimated ~~and~~liabilities Icould ~~have~~differ ~~indicated~~materially ~~in this~~from ~~quarterly~~what ~~report~~will ~~whether~~actually ortranspire ~~not there were significant changes~~ in ~~internal controls or in other factors that could significantly affect internal controls subsequent to~~ the ~~date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses~~future.

~~Date:~~Other ~~November 11, 2002 /s/ Jeffrey W. Peterson Jeffrey W. Peterson Chief Financial Officer, Vice President-Finance~~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

Page -27-

~~EXHIBIT~~ITEM ~~INDEX~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Exhibit No.		Description
99.1		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
99.2		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
99.3		Press release dated October 18, 2002

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.

Page -28-

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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