10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

COMMISSION FILE NUMBER: 333-102885

THE BRICKMAN GROUP, LTD.

(Exact name of registrant as specified in its charter)

Delaware	23-29-49-247
(State of incorporation)	(I.R.S. Employer Identification No.)

18227 Flower Hill Way, Suite D, Gaithersburg, Maryland 20879	(301) 987-9200
(Address of Principal Executive Offices, including Zip Code)	(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

None.

Securities Registered Pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities

Act.    Yes  ¨    No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act.    Yes  x    No  ¨

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 it 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed fiscal quarter. N/A

The Registrant is a wholly owned subsidiary of Brickman Group Holdings, Inc. None of the Registrant’s or Brickman Group Holdings, Inc.’s common stock is publicly traded.

Note Regarding Forward-Looking Statements

This report on Form 10-K contains forward-looking statements that are based on current expectations, estimates and projections about the industry in which we operate and our management’s beliefs and assumptions. Forward-looking statements in this report include, but are not limited to: (1) statements regarding our belief that our internal cash flows and borrowings under our credit facility will provide us sufficient liquidity and capital resources, and (2) statements regarding management’s expectation that various items will not have a material adverse effect on our financial position, results of operations, or cash flows. We caution readers that all forward-looking statements are based on assumptions that we believe are reasonable, but are subject to a wide range of risks and uncertainties including, but not limited to:

• our ability to manage our growth;

• the impact of potential acquisitions and dispositions;

• additional financing requirements;

• potential increased labor costs;

• our reliance on key management personnel;

• potential loss of customers;

• weather conditions;

• the effect of competitive services; and

• the effect of changes in government regulations including immigration law.

Due to these and other uncertainties, we cannot assure readers that any forward-looking statements will prove to have been correct. All forward-looking statements are subject to the safe harbor protections created by the Private Securities Litigation Reform Act of 1995. For further information on these and other risks, see the “Risk Factors” section of included herein as Item 1A, as well as our other filings with the Securities and Exchange Commission. We assume no obligation to update our forward-looking statements publicly, whether as a result of new information, future events, or otherwise.

TABLE OF CONTENTS
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	3
	Item 1B.	Unresolved Staff Comments	8
	Item 2.	Properties	8
	Item 3.	Legal Proceedings	8
	Item 4.	Submission of Matters to a Vote of Security Holders	8
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
	Item 6.	Selected Financial Data	9
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 8.	Financial Statements and Supplementary Data	19
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
	Item 9A.	Controls and Procedures	39
	Item 9B.	Other Information	39
PART III
	Item 10.	Directors and Executive Officers	40
	Item 11.	Executive Compensation	43
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
	Item 13.	Certain Relationships and Related Transactions	44
	Item 14.	Principal Accountant Fees and Services	46
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	47
EXHIBIT INDEX			E-1

PART I

ITEM 1. BUSINESS

General

The Brickman Group, Ltd. is one of the largest providers of commercial landscape maintenance services in the United States serving commercial properties in 25 states. We were founded in 1939 and have been continually managed by members of the Brickman family.

We provide landscape maintenance services, including lawn care, flower bed planting and care, pruning, leaf removal, weed and pest control, irrigation maintenance, fertilization and mulching, to a diverse set of customers pursuant to maintenance contracts. The vast majority of customers use our services at more than one property and include regional and national property owners and managers of office parks, hotels, corporate facilities, retail centers, schools and universities, hospitals, professionally-managed residential properties and municipal facilities. We also provide snow removal services to our landscape maintenance customers to leverage our infrastructure during the winter months. In addition, we provide our customers with landscape design/build services, which enhance our technical capabilities and brand recognition.

Service Offerings

Landscape Maintenance

We provide full-service landscape maintenance for all types of corporate, commercial, institutional and professionally-managed residential properties. Maintenance services we provide include lawn care, flower planting and care, tree and shrub pruning, bed edging, leaf removal, bed mulching, weed and pest control, general tree care, irrigation system maintenance and turf fertilization.

We primarily provide landscape maintenance services through fixed fee contracts. The length of our maintenance contracts range between one and five years. Maintenance contract fees are normally paid over the course of the year. Work orders are also requested by our customers with landscape maintenance contracts to supplement the services they receive under their contract. Work order services we provide include seasonal color displays, holiday decorations, property improvements and enhancements, and repair of landscape damage.

Snow Removal

We provide snow removal services under several types of contracts: time and material, per inch, per occurrence, lump sum and variations of these contracts. During the winter months, we modify our fleet of landscaping trucks and other vehicles by attaching snow removal equipment.

Landscape Design/Build

We provide landscape design/build services through teams of design/build professionals based in various markets. These services include initial landscape architecture and design work, as well as installation of trees, shrubs, lawns, flowers, retaining walls, walks, signage, fountains and ponds, and irrigation and drainage systems.

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Customers

Our customers come from the following sectors of the commercial landscape maintenance industry:

Customer Type	Description
Commercial	Office parks, hotels, real estate investment trusts (REITs), retail centers and shopping malls
Professionally Managed Residential Communities	Large apartment complexes, retirement communities, home owner associations
Institutions	Schools, universities, hospitals, museums and zoos
Corporate	Corporate offices, industrial sites
Other	Cemeteries, municipal facilities and sports facilities

We focus on establishing long-term relationships with our customers. Over the last five years, we have retained an average of approximately 88% of the revenue generated in the previous year from our maintenance contracts based on sales and marketing data. As a result, we have established many long- term customer relationships. We service customers with properties in 25 states. No customer represented more than 10% of our landscape maintenance revenue for the years ended December 31, 2005 and 2004.

Employees

As of December 31, 2005, we employed approximately 1,500 full-time salaried employees. We employed approximately 6,200 hourly employees at our 2005 seasonal peak. Our need for employees varies over the course of the year, increasing during the spring and summer and tapering off during the fall and winter months in our northern markets. Our primary source of seasonal hourly employees is our existing long-term work force, who often refer family and friends to us. Since 1998, we also have used a U.S. government program that provides H-2B temporary, non-immigrant visas to foreign workers to help satisfy a portion of our need for seasonal labor in certain markets.

Other than certain Chicago area employees, our employees are not organized under any collective bargaining agreements. In the Chicago area, approximately nine employees are members of Local 150 of the Midwest Operating Engineers Union and approximately 220 employees are members of Local 707 of the National Production Workers Union. We have not experienced any significant interruptions or curtailments of services due to disputes with our employees and we consider our labor relations to be satisfactory.

Management Information Systems

Our management information systems allow management to track our operating performance. Our system resides on central servers located at our corporate office and a wide-area network connecting all of our locations. Our financial and operations data are maintained on a proprietary system. This system includes software that allows management to analyze our financial condition as well as operational information such as property-specific performance data and equipment information. We also use a customized estimating and job management system that allows our managers to develop pricing and to plan and schedule operations.

Competition

The commercial landscape maintenance industry is highly fragmented and competitive. We are one of the largest providers of commercial landscape maintenance services in the United States. Most of our competitors are small, owner-operated companies operating in limited geographic areas. We also compete with several landscape service companies operating in multiple markets.

We believe the principal competitive factors in the industry are customer relationships, price, quality, timeliness and reliability of services provided, and geographic scope of operations. We believe we have the reputation, service, quality, technical capabilities, geographic reach and size to remain competitive in the commercial landscape maintenance industry.

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Regulatory and Environmental Matters

We are subject to various federal, state and local laws and regulations relating to the employment of immigrants, workplace health and safety in the landscape services industry, the application of fertilizers, herbicides, pesticides and other chemicals, noise and air pollution from power equipment and local zoning regulations. Immigration laws require us to verify that our employees have legal status to work in the U.S. We are also subject to random inspections of our compliance with U.S. immigration laws by the Department of Homeland Security. Pursuant to their authority under the 1990 Clean Air Act, the Environmental Protection Agency has implemented regulations that limit the use of some types of gasoline-powered engines that emit high levels of hydrocarbons and other airborne pollutants, such as those produced by many lawnmowers. Across the country, a number of local governments have also passed noise pollution ordinances that prohibit or otherwise restrict the use of leaf blowers. In addition, several states require companies to have a landscape contractor’s license. To the extent we store our own supply of fuel for our equipment and fleet of vehicles, we are subject to federal and state laws that regulate bulk fuel storage tanks. We believe that we have all material required licenses to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. Our operations are also affected by local zoning regulations which, in drier climates, require improved water management techniques. The regulatory environment in which we operate could change significantly in the future. Our failure to comply with these laws and regulations could subject us to substantial fines and the loss of our licenses, and may also have a material adverse effect on our financial condition, the results of our operations and our cash flows.

ITEM 1A. RISK FACTORS

Our business can be adversely affected by numerous risks. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this report. Our business, financial condition, operating results, cash flows and/or future prospects could be materially and adversely affected by any of the following risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.

Our substantial indebtedness could adversely affect our financial condition.

We have a significant amount of indebtedness. As of December 31, 2005, we had total debt including accrued interest of $186.1 million. Our parent company, Brickman Group Holdings, Inc., has an additional $38.5 million of indebtedness. Our parent company is a holding company and as such will rely on our cash flow to service its debt obligations. Our substantial indebtedness could have important consequences to holders of our indebtedness and significant effects on our business. For example, it could:

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.

We expect to use cash flow from operations and borrowings under the revolving portion of our credit facility to meet our current and future financial obligations, including funding our operations, debt service and capital expenditures and making distributions to our parent company to enable it to meet its debt service obligations. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, which could result in our being unable to repay indebtedness, or to fund other liquidity needs. If we do not have enough money, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including our senior subordinated notes, on or before maturity. We cannot make any assurances that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future indebtedness, including the indenture for our senior subordinated notes and our senior credit facility, may limit our ability to pursue any of these alternatives.

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Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks described above.

We and our subsidiary may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing our senior subordinated notes and our senior credit facility do not fully prohibit us or our subsidiary from doing so. If new debt is added to our current debt levels, the risks that we now face relating to our substantial indebtedness could intensify.

The indenture for our senior subordinated notes, our senior credit facility and our recapitalization agreement restrict our ability to engage in some business and financial transactions.

The indenture for our senior subordinated notes and the credit agreement for our senior credit facility, among other things, restrict our ability and the ability of our subsidiary to, among other things:

• incur more debt;

• pay dividends and make distributions on or repurchase stock;

• issue stock of subsidiaries;

• make acquisitions, investments or capital expenditures;

• create liens;

• enter into transactions with affiliates;

• enter into sale-leaseback transactions;

• merge or consolidate; and

• transfer and sell assets.

Our senior credit facility also contains a number of covenants that require us to meet specified financial ratios and financial tests and other covenants customary for senior credit facilities of this nature. Our ability to borrow under our senior credit facility depends upon compliance with these covenants. Events beyond our control could affect our ability to meet these covenants. We are currently in compliance with these covenants.

Our failure to comply with obligations under the indenture for our senior subordinated notes or our senior credit agreement may result in an event of default under the indenture or our senior credit facility. A default, if not cured or waived, may permit acceleration of this indebtedness and our other indebtedness. We may not have funds available to remedy these defaults. If our indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness and may not have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

The recapitalization agreement of our parent company contains covenants that limit our ability to, among other things: borrow money; pay dividends or purchase stock; increase compensation to executives unless approved by the compensation committee of the board of directors; issue common stock or securities convertible into common stock for less than their fair market value; make investments or acquire businesses; dispose of material assets outside of the ordinary course of business; enter into certain transactions with affiliates; and change the type of business we conduct.

We may face increased labor costs due to inability to re-employ seasonal employees or obtain the H-2B visas necessary to hire foreign workers.

The commercial landscape industry is labor intensive, and industry participants, including us, experience high turnover rates among hourly workers and competition for qualified supervisory personnel. In addition we, like many landscape service providers who conduct a portion of their operations in seasonal climates, employ a portion

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of our field personnel for only part of the year. This decreases our ability to maintain a stable, experienced work force in our seasonal markets. We recruit each year to fill staffing needs, and selectively utilize H-2B visas to enable the use of foreign workers, who are an important source of our seasonal workforce in certain markets. To the extent that we are unable to re-employ seasonal employees or obtain the H-2B visas necessary to hire foreign workers during annual peak employment periods, we will encounter increased recruiting, training and other employment costs. If we are unable to recruit a sufficient number of hourly workers and qualified supervisory personnel in the future, we would be forced to limit our growth or reduce the scope of our operations.

Our landscape maintenance customers may terminate our services at any time.

A significant portion of our landscape maintenance contracts are terminable at will by either party on 30 days’ notice. Termination or non-renewal of a landscape maintenance contract occurs primarily because of turnover of property ownership or management or because a competitor bids the job at a lower price. Our customers may terminate their contracts or choose not to renew their contracts with us upon expiration. Termination or non-renewal of landscape maintenance contracts by a significant number of our customers would have a material adverse effect on our business, financial condition and results of operations.

We have grown rapidly for more than ten years and may not be able to identify, acquire or manage profitably additional businesses or to integrate successfully any already acquired businesses.

We have grown rapidly for more than the last ten years and expect to continue expanding our operations in the future including through the selective acquisition of additional commercial landscape maintenance companies. To manage the expansion of our operations and personnel, we must both improve our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We may not be able to identify, acquire or manage profitably additional businesses or to integrate successfully any acquired businesses without substantial costs, delays or other operational or financial problems. We may not realize the benefits we anticipated when we entered into acquisition transactions. Our growth may also require us to hire, train, retain, motivate and manage necessary personnel. Our failure to manage our expansion effectively could have a material adverse effect on our business, results of operations and financial condition.

The markets in which we compete are highly competitive and we may lose bids for landscape contracts to large competitors that have greater resources than we have or to small owner-operated companies that have lower overhead cost structures than we have.

The commercial landscape maintenance market is highly competitive and is served by numerous small, owner-operated companies operating in limited geographic areas. We also compete with a few large public and private landscape service companies operating in multiple markets. Some of these competitors have, and new competitors may have, substantially greater financial and other resources than we have. In particular, TruGreen/LandCare, a division of The ServiceMaster Company, is a substantial competitor. Because a significant portion of our commercial landscape business is competitively bid, price is an important competitive factor. Some of our competitors may have lower overhead cost structures and could outbid us for landscape contracts by offering their services at a lower price than is profitable for us.

Government regulation and laws relating to the employment of immigrants, workplace health and safety, the application of fertilizers, herbicides, pesticides and other chemicals, noise and air pollution and water management could increase our legal and regulatory expenses.

We are subject to various federal, state and local laws and regulations relating to the employment of immigrants, workplace health and safety, the application of fertilizers, herbicides, pesticides and other chemicals, noise and air pollution from power equipment, and local regulations requiring improved water management techniques. The regulatory environment in which we operate may change significantly in the future. Our failure to comply with applicable laws and regulations could subject us to the loss of a portion of our field personnel, substantial fines or damages or the loss of licenses which, in turn, would have a material adverse effect on our business, financial condition and results of operations.

A substantial portion of our field personnel are immigrants and any changes to, or violations of, immigration and labor laws could have a material adverse effect on us.

Immigrants comprise a significant portion of the workforce in the landscape industry. We selectively use a U.S. government program that provides H-2B temporary non-immigrant visas to foreign workers to help satisfy a portion

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of our need for seasonal labor in certain markets. Any change to existing U.S. immigration policy that restricts the ability of foreign workers to obtain employment in the United States is likely to contribute to a shortage of available labor. Immigration laws require us to confirm the legal status of our employees. From time to time, we may unknowingly employ illegal immigrants or violate immigration or labor laws relating to the employment of immigrants and the use of the H-2B visa program. As a significant employer of laborers, we are subject to periodic, random inspections, audits and searches by the Department of Homeland Security (DHS). If the DHS finds illegally employed workers, we could suffer fines, which could be substantial in amount, in addition to a loss of our

workforce. Any violation of immigration or labor laws could also result in lawsuits, which could result in required damage payments or increase our future costs of employing foreign workers. All of the foregoing could have a material adverse affect on us.

Due to the seasonality of business and variations in weather conditions, our revenue and operating results may vary from quarter to quarter.

Commercial landscape maintenance, design/build and snow removal services are subject to weather-related seasonal variations. In our markets that do not have a year-round growing season, the demand for landscape maintenance and design/build services decreases significantly during winter months. Our offering of snow removal services during the winter months in these markets does not fully compensate for the decrease in commercial landscape maintenance and design/build revenue we experience. Accordingly, we may have lower revenue and operating results in the first and fourth quarters of each year. Moreover, extended periods of inclement weather can have an adverse effect on our ability to initiate or complete landscape design/build projects, typically resulting in inefficient utilization of labor and duplication of work. Certain portions of our landscape maintenance revenue, in particular revenue generated by work orders, may be adversely affected by protracted periods of inclement weather. As a result, extended periods of inclement weather may have a material adverse effect on our revenue and profitability. Similarly, our snow removal revenue is dependent in large part upon climatic conditions that are beyond our control and are difficult to predict. Our snow removal revenue can vary materially from year to year based on levels of snowfall in the markets we serve, which can result in unpredictable and material changes to our revenue and operating results.

Increases in fuel prices and other sources of inflation can impact our results of operations.

Although historically inflation has generally not been a material factor affecting our business, our general operating expenses, such as wages and salaries, employee benefits and materials and facilities costs, are subject to normal inflationary pressures. In recent years, fuel prices have fluctuated widely and have generally increased, including sharper increases in the second half of fiscal 2005. These price increases affect the cost of operating trucks, mowers and other power equipment. The fuel price increases also have an effect on the cost of producing and shipping chemicals and materials used in our business. Typically, there is a delay in recovering increases in fuel prices through contract rate increases because most of our contracts renew annually or contain rate adjustments based on the Consumer Price Index that are only made annually. We cannot predict the extent to which we may experience future increases in fuel costs and other inflationary pressures. To the extent such cost increases occur, we may experience a delay in recovering such cost increases in the form of contract rate increases, and we may not be able to fully pass these increased costs through to our customers, either of which could have a material adverse impact on our operating results.

The loss of the services of any member of our senior management team could adversely affect our business.

We depend on the services of our senior management team. The loss or interruption of the continued full-time services of certain key personnel including Scott Brickman, our Chief Executive Officer, could have a material adverse effect on our business and we may not be able to find replacements with equivalent skills or experience at acceptable salaries.

Some of the equipment that our employees use is dangerous, and an increase in accidents resulting from the use of equipment could negatively affect our results of operations and financial condition.

Many of the services that we provide pose the risk of serious personal injury to our employees. Our employees regularly use dangerous equipment, such as lawn mowers, edgers and other power equipment. As a result, there is a significant risk of work-related injury and workers’ compensation claims. To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected.

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Our results of operations from our design/build services are subject to cyclical fluctuations.

The landscape design/build business is cyclical and reflects the trends of the commercial real estate construction and residential real estate construction industries. Factors influencing the level of commercial real estate construction include interest rates, the availability of financing, inflation, local occupancy rates, demand for commercial space and general economic conditions, while factors influencing the level of activity in the residential real estate construction industry include interest rates, regional and national economic conditions and residential real estate values. As a result, the demand for our design/build services will be adversely affected by a decline in commercial or residential real estate construction activity in our markets. In addition, on design/build projects for which there is inadequate project financing or cost overruns, we may have difficulty in obtaining payment for all or a portion of our services.

Our business is labor intensive and unionization or work stoppages would have an adverse effect on us.

Most of our operations are non-union. However, some or all of our field personnel may unionize in the future. Due to the highly labor intensive and price competitive nature of the commercial landscape maintenance industry, the cost of unionization of our field personnel could be substantial. Unionization would likely increase our wage scale, which in turn could adversely affect our profitability and ability to bid jobs competitively with smaller, non-unionized companies. Union activity or a union workforce could increase the risk of a strike, which would adversely affect results of operations and relationships with our customers.

Uninsured losses could occur.

We carry general liability, vehicle liability, workers’ compensation, professional liability, directors’ and officers’ liability, property and equipment, and employee health care insurance policies as well as umbrella liability insurance to cover claims over the liability limits contained in these primary policies. However, there are certain types of losses that may be uninsurable or that we believe are not economical to fully insure. Our insurance programs for workers’ compensation, vehicle liability, general liability and employee health care contain self-insured retention amounts. Although we believe our overall level and extent of insurance coverage should be adequate, we may incur losses that are not covered by insurance that could have a material adverse effect on our financial condition or results of operations.

Difficulties with the implementation of internal systems may affect our financial performance.

The efficient execution of our business is dependent upon the proper functioning of our internal automated data and management systems, including systems to support our human resources, accounting, estimating, financial and job management and customer relations functions. Although we believe our internal systems are adequate to support our operations, system failure or malfunction may result in disruptions of operations and our continued growth could require updates and modifications to our systems that would result in material additional expenditures. Our results of operations could also be adversely affected if we encounter unforeseen problems with respect to the implementation or operation of new internal systems.

Compliance with regulation of corporate governance and public disclosure will result in additional expenses.

Keeping abreast of, and in compliance with, laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, will require a significant amount of management attention and financial and external resources. We will need to invest necessary resources to comply with evolving standards, and this investment will result in increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

The Brickman Family controls and CIVC has significant influence over our company, and their interests may conflict with the interests of the holders of our indebtedness.

Members of the Brickman family own a majority of the common stock of our parent company, and together with CIVC Sidecar Fund, L.P. and its associated investors, or CIVC, they collectively beneficially own approximately 90% of our parent company’s outstanding common stock. By virtue of such stock ownership and the terms of our recapitalization agreement, the Brickman family controls, and CIVC also has significant influence over, our management and will be able to determine the outcome of all matters required to be submitted to our parent company for stockholder approval, including the election of our directors and the approval of mergers,

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consolidations and the sale of all or substantially all of our assets. The interests of the Brickman family and CIVC as equity owners of our company may differ from the interests of the holders of our indebtedness. If we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity owners might conflict with the interests of the holders of our indebtedness. In addition, our equity owners may have an interest in pursuing acquisitions, divestitures, financing, or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to the holders of our indebtedness.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our facilities consist of our headquarters, a corporate office, regional and branch offices. As of December 31, 2005, we operated over 120 branch offices in 24 states. All of our facilities are leased under leases with remaining terms of five years or less.

Our headquarters office, located in Gaithersburg, Maryland, provides human resource, insurance, administrative, legal, fleet management, and purchasing services to all of our branch and regional offices. Our corporate office located in Langhorne, Pennsylvania, provides accounting, financial, communications, and information technology services for all of our branch and regional offices. Approximately 60 salaried employees work at our headquarters and corporate offices.

ITEM 3. LEGAL PROCEEDINGS

We are from time to time a party to litigation. Generally, such litigation involves claims for personal injury and property damage incurred in connection with operations. We are not currently involved in any litigation that we believe is likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

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

No matters were submitted to a vote of our stockholders during the fourth quarter of 2005.

Part II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURTITIES

There is no public market for our common stock and our common stock is not registered under the Securities Exchange Act of 1934. There was one holder of record of our common stock as of December 31, 2005. Distributions to our corporate parent, Brickman Group Holdings, Inc., for the year ended December 31, 2004 totaled $9.7 million. Distributions to Brickman Group Holdings for the year ended December 31, 2005 totaled $9.7 million. Our ability to pay dividends is restricted by certain covenants contained in our senior credit facility, as well as certain restrictions contained in the indenture governing our senior subordinated notes.

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ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical consolidated statements of our earnings, balance sheet and other financial data and ratios for the periods presented and should only be read in conjunction with our consolidated financial statements and the notes related thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of this report. In addition, this financial data and the following analysis of the financial condition and results of operations cover periods prior to the consummation of our 2002 recapitalization (the “Transaction”). As part of the Transaction, we entered into the various financing arrangements described herein and, as a result, we now have a different capital structure. Accordingly, the results of operations for periods subsequent to the consummation of the Transaction will not necessarily be comparable to prior periods.

	Predecessor						Successor						Successor
	Year Ended December 31, 2001			Period from January 1, 2002 to December 19, 2002			Period from December 20, 2002 to December 31, 2002			Combined Year Ended December 31, 2002			Years Ended December 31,
													2003			2004			2005
	(dollars in thousands)
Statement of Operations Data:
Net service revenues	$	255,441		$	283,222		$	8,735		$	291,957		$	349,448		$	383,580		$	454,545
Cost of services provided		172,867			190,746			6,623			197,369			241,937			261,004			315,442
Gross profit		82,574			92,476			2,112			94,588			107,511			122,576			139,103
General and administrative expenses		45,547			54,796			2,176			56,972			61,361			66,646			76,228
Amortization expense		4,957			1,906			703			2,609			24,157			20,869			18,323
Income (loss) from operations		32,070			35,774			(767	)		35,007			21,993			35,061			44,552
Interest expense		7,550			4,841			643			5,484			20,022			19,820			19,943
Income (loss) before income taxes		24,520			30,933			(1,410	)		29,523			1,971			15,241			24,609
Income tax provision (benefit)		10,557			13,461			(541	)		12,920			770			6,052			10,250
Net income (loss)		13,963			17,472			(869	)		16,603			1,201			9,189			14,359
Accretion of preferred stock dividends		12,399			13,472			–			13,472			–			–			–
Net income (loss) related to common shareholders	$	1,564		$	4,000		$	(869	)	$	3,131		$	1,201		$	9,189		$	14,359
Other Financial Data and Ratios:
EBITDA(1)	$	43,518		$	46,019		$	213		$	46,232		$	56,203		$	67,351		$	77,111
Cash provided by (used in)
Operating activities		28,053			35,822			(427	)		35,395			29,257			35,770			35,957
Investing activities		(27,028	)		(13,429	)		(273,438	)		(286,867	)		(10,016	)		(20,591	)		(29,521	)
Financing activities		2,449			(9,683	)		280,146			270,463			(9,593	)		(19,769	)		(9,776	)
Depreciation and amortization		11,448			10,245			980			11,225			34,210			32,290			32,559
Capital expenditures		10,657			13,572			501			14,073			10,306			15,998			23,770
Ratio of earnings to fixed charges (2)		1.6x			1.9x			—			2.4x			1.1x			1.7x			2.1x
Ratio of net debt to EBITDA (3)		2.3x			N/A			N/A			4.2x			3.2x			2.6x			2.3x
Balance Sheet Data (at period end):
Cash	$	3,647		$	16,357		$	6,281		$	6,281		$	15,929		$	11,339		$	7,999
Working capital		2,084			9,204			12,140			12,140			25,037			25,040			20,099
Total assets		213,838			235,443			238,097			238,097			232,313			225,621			246,369
Total debt (4)		104,869			95,459			201,478			201,478			196,256			186,195			186,101
Shareholders’ equity (deficit)		(24,105	)		(20,124	)		3,131			3,131			520			7			9,881

(1) EBITDA represents earnings before interest, income taxes, depreciation and amortization. EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be used as an alternative to income from operations as an indicator of our operating performance or cash flow as a measure of our liquidity. EBITDA is a measure of operating performance used by investors and analysts. We also include EBITDA information because it closely approximates measures used in our senior credit agreement and indenture for our senior subordinated notes for calculating financial and other covenants. The following table presents a reconciliation of EBITDA to net income (loss).

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	Predecessor				Successor			Combined Year Ended December 31, 2002		Successor
	Year Ended December 31, 2001		Period from January 1, 2002 to December 19, 2002		Period from December 20, 2002 to December 31, 2002					Years Ended December 31,
										2003		2004		2005
Net income (loss)	$	13,963	$	17,472	$	(869	)	$	16,603	$	1,201	$	9,189	$	14,359
Interest expense		7,550		4,841		643			5,484		20,022		19,820		19,943
Income tax provision (benefit)		10,557		13,461		(541	)		12,920		770		6,052		10,250
Depreciation		6,491		8,339		277			8,616		10,053		11,421		14,236
Amortization		4,957		1,906		703			2,609		24,157		20,869		18,323
EBITDA	$	43,518	$	46,019	$	213		$	46,232	$	56,203	$	67,351	$	77,111

(2) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings before income taxes and extraordinary items, plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs, accretion of preferred stock dividends and a portion of operating lease rental expense deemed to be representative of the interest factor. The deficiency of earnings to fixed charges for the period from December 20, 2002 to December 31, 2002 was $727.

(3) For purposes of determining the ratio of net debt to EBITDA, net debt is defined as total debt, including accrued interest, less cash. EBITDA represents earnings before interest, income taxes, depreciation and amortization. Refer to note (1) above for the computation of EBITDA.

(4) Includes accrued interest.

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

Overview

We are one of the largest providers of commercial landscape maintenance services in the United States serving commercial properties in 25 states. We were founded in 1939 and have been continuously managed by members of the Brickman family.

We provide landscape maintenance services, including lawn care, flower bed planting and care, pruning, leaf removal, weed and pest control, irrigation maintenance, fertilization and mulching, to a diverse set of customers pursuant to maintenance contracts. The vast majority of customers use our services at more than one property and include regional and national property owners and managers of office parks, hotels, corporate facilities, retail centers, schools and universities, hospitals, professionally-managed residential properties and municipal facilities. We also provide snow removal services to our landscape maintenance customers in order to leverage our infrastructure during the winter months. In addition, we provide our customers with landscape design/build services, which enhance our technical capabilities and brand recognition.

We focus on long-term relationships with our customers, employees, and stakeholders (i.e., stockholders and creditors). Accordingly, the important measures that we monitor are our customer renewal rate, employee satisfaction, growth in revenue, EBITDA, and the ratio of net debt to EBITDA. By each of these measures, 2005 was a successful year:

• Customers - We renewed 88% of our customer contract dollars from 2004 to 2005. This rate of renewal exceeded the industry average of 67% as published by industry trade magazine Lawn and Landscape in its October 2004 issue. Our prior 5-year history of renewal rates were in the range of 87% to 91%.

• Employees - We have surveyed our full-time employees annually on a variety of topics, including employee satisfaction. The results are distributed to local management and shared with employees. Participation in the survey and the results of the survey indicate that our employees continue to be very satisfied with our commitment to customer satisfaction and the way in which employees are treated. Employee satisfaction is further supported by continued low turnover at our supervisory and management levels.

• Stakeholders - Our revenue grew by 18.5% in 2005. Our overall growth rate was impacted by a 64.9% increase in snow removal revenue as compared to 2004, primarily caused by higher than average snowfall amounts in many of our markets in 2005 compared to more normal snowfall amounts in 2004. At the same time, EBITDA grew by 14.5% compared to 2004 and the ratio of net debt to EBITDA dropped from 2.6 times at December 31, 2004 to 2.3 times at December 31, 2005. EBITDA is not a financial measure defined by generally accepted accounting principles. See Item 6, “Selected Financial Data” for a description of our calculation of EBITDA and a reconciliation of EBITDA to net income.

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Results of Operations

The following table for the years ended December 31, 2003, 2004 and 2005 depicts components of net income as a percentage of revenue.

	Years Ended December 31,
	2003		2004		2005
Net service revenue	100	%	100	%	100	%
Cost of services provided	69	%	68	%	69	%
Gross profit	31	%	32	%	31	%
General and administrative expenses	18	%	18	%	17	%
Amortization	7	%	5	%	4	%
Income from operations	6	%	9	%	10	%
Interest expense	6	%	5	%	5	%
Income before taxes	0.5	%	4	%	5	%
Income taxes provision	0.2	%	2	%	2	%
Net income	0.3	%	2	%	3	%

Year ended December 31, 2005 compared to year ended December 31, 2004

Revenue. Revenue for the year ended December 31, 2005 increased $70.9 million, or 18.5%, from $383.6 in the year ended December 31, 2004 to $454.5 million in 2005. This increase was driven by increases of $47.8 million, or 15.2%, in landscape maintenance revenue and $25.6 million, or 64.9%, in snow removal revenue, offset by a decrease of $2.5 million, or 8.7%, in design/build revenue. Landscape maintenance revenue remained the largest component, accounting for 80% of total revenue. The increase in landscape maintenance revenue was primarily due to strong maintenance contract revenue renewals of approximately 88% of revenue generated in the previous year, continued addition of new maintenance contracts and new acquisitions. Without giving effect to the acquisitions, landscape maintenance revenue increased $21.8 million or 10.4% in 2005 compared to 2004. Snow removal revenue accounted for 14% of total revenue. The increase in snow removal revenue is primarily caused by higher than average snowfall amounts in many of our markets in 2005 compared to more normal snowfall amounts in 2004.

Gross profit. Gross profit increased by $16.5 million, or 13.5%, from $122.6 million in the year ended December 31, 2004 to $139.1 million in 2005. Gross margin decreased from 32.0% in 2004 to 30.6% in 2005 as a result of an increase in subcontractor intensive snow removal services performed and a sharp increase in fuel and fuel-related costs.

General and administrative expenses. General and administrative expenses increased by $9.6 million, or 14.4%, from $66.6 million in 2004 to $76.2 million in 2005. General and administrative expenses decreased as a percentage of revenue from 17.4% in 2004 to 16.8% in 2005 primarily a result of the higher volume of snow removal performed. General and administrative expenses in 2004 also included a $1.2 million write-off associated with the discontinuance of a new software system implementation.

Amortization. Amortization expense decreased $2.6 million from $20.9 million in 2004 to $18.3 million in 2005. Customer contract intangibles established in connection with the Transaction are being amortized on an accelerated basis over their useful lives of 1 to 14 years.

Income from operations. Income from operations increased by $9.5 million, or 27.1%, from $35.1 million in 2004 to $44.6 million in 2005 primarily as a result of the increase in gross profit noted above.

Interest expense. Interest expense increased by $0.1 million, from $19.8 million in 2004 to $19.9 million in 2005 as a result of higher prevailing interest rates on our senior credit facility.

Income taxes. Income taxes were accrued at effective rates of 39.7% and 41.7 % in 2004 and 2005, respectively. These rates differ from the federal statutory rate of 35% primarily due to state income taxes. In 2005, of the $10.3 million tax provision, $5.3 million represented an increase of deferred tax assets. The largest contributors to the deferred tax asset were the accelerated amortization of the customer contracts intangible for

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financial reporting purposes offset by accelerated depreciation of property and equipment for tax reporting purposes. The deductible intangible asset was generated principally in connection with our 1998 recapitalization transaction and is deductible for tax reporting purposes over 15 years.

Net income. Net income increased by $5.2 million in 2005, from $9.2 million in 2004 to $14.4 million in 2005 for the reasons noted above.

Year ended December 31, 2004 compared to year ended December 31, 2003

Revenue. Revenue for the year ended December 31, 2004 increased $34.1 million, or 9.8%, from $349.5 million in the year ended December 31, 2003 to $383.6 million in 2004. This increase was driven by an increase of $46.4 million, or 17.2%, in landscape maintenance revenue and an increase of $1.2 million, or 4.5%, in design/build revenue, offset by a decrease of $13.4 million, or 25.4%, in snow removal revenue. Landscape maintenance revenue remained the largest component, accounting for 82% of total revenue. The increase in landscape maintenance revenue was due to strong maintenance contract revenue renewals of approximately 91% of revenue generated in the previous year, continued addition of new maintenance contracts and the acquisition of three landscape operations in two of our existing markets. Snow removal revenue accounted for approximately 10% of total revenue. The decrease in snow removal revenue was primarily caused by average snowfall amounts in many of our markets in 2004 compared to higher than average snowfall amounts in 2003.

Gross profit. Gross profit increased by $15.1 million, or 14.0%, from $107.5 million in the year ended December 31, 2003 to $122.6 million in 2004. Gross margin increased from 30.8% in 2003 to 32.0% in 2004 as a result of a decrease in subcontractor intensive snow removal services performed and better control of indirect costs of production.

General and administrative expenses. General and administrative expenses increased by $5.3 million, or 8.6%, from $61.4 million in 2003 to $66.6 million in 2004. General and administrative expenses decreased as a percentage of revenue from 17.6% in 2003 to 17.4% in 2004 primarily a result of better than anticipated loss experience under our self-insurance programs. General and administrative expenses in 2004 included a $1.2 million write-off associated with the discontinuance of a new software system implementation.

Amortization. Amortization expense decreased $3.3 million from $24.2 million in 2003 to $20.9 million in 2004. Customer contract intangibles established in connection with the Transaction are being amortized on an accelerated basis over their useful lives of 1 to 14 years.

Income from operations. Income from operations increased by $13.1 million, or 59.4%, from $22.0 million in 2003 to $35.1 million in 2004 primarily as a result of the increase in gross profit noted above. .

Interest expense. Interest expense decreased by $0.2 million, from $20.0 million in 2003 to $19.8 million in 2004 primarily as a result of lower debt levels on our senior credit facility.

Income taxes. Income taxes were accrued at effective rates of 43.8% and 39.7% in 2003 and 2004, respectively. These rates differ from the federal statutory rate of 35% primarily due to state income taxes. In 2004, of the $6.1 million tax provision, $1.1 million represented an increase of deferred tax assets. The largest contributors to the deferred tax asset were the accelerated amortization of the customer contracts intangible for financial reporting purposes offset by accelerated depreciation of property and equipment for tax reporting purposes. The deductible intangible asset was generated principally in connection with our 1998 recapitalization transaction and is deductible for tax reporting purposes over 15 years.

Net income. Net income increased by $8.0 million in 2004, from $1.2 million in 2003 to $9.2 million in 2004 for the reasons noted above.

Liquidity and Capital Resources

We have historically used internal cash flow from operations and borrowings under our existing senior credit facility to fund our operations, capital expenditures and working capital requirements. For the years ended December 31, 2003, 2004 and 2005, cash provided by operating activities was $29.3 million, $35.8 million and $36.0 million, respectively. Our cash flow from operations is significantly greater than our net income due to high levels of non-cash items including depreciation and amortization.

Our capital expenditure requirements are primarily comprised of landscape equipment, trucks and trailers. Our capital expenditures were $10.3 million, $16.0 million and $23.8 million for the years ended December 31, 2003, 2004, and 2005, respectively. In addition to the foregoing investing activities, in 2005, we acquired a Michigan landscape operation for total cash consideration of $6.4 million and in 2004 we acquired three landscape operations in two of our existing markets for total cash consideration of $5.3 million.

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Net cash used for financing activities in 2003 was $9.6 million, including debt repayments of $5.3 million and a distribution to our parent company, Brickman Group Holdings, Inc. of $3.8 million. In 2004, net cash used in financing activities was $19.8 million, consisting of debt repayments of $10.1 million, including a voluntary prepayment of $5.0 million, and distributions to our parent company totaling $9.7 million. The distributions to our parent company consisted of a distribution of $5.0 million in connection with the April 16, 2004 transaction described below, distributions used for parent company debt service totaling $3.8 million, and distributions to fund parent company stock redemptions from terminated management employees totaling $0.9 million. In 2005, net cash used in financing activities was $9.8 million, consisting of debt repayments of $7.1 million and distributions to our parent company totaling $9.7 million offset by borrowings on the revolving portion of the senior credit facility of $7.0 million. The distributions to our parent company consisted of distributions used for parent company debt service totaling $8.0 million, and distributions to fund parent company stock redemptions from terminated management employees totaling $1.7 million.

On December 31, 2005, we had total debt of $186.1 million, of which $150.0 million consisted of our senior subordinated notes, $35.4 million consisted of borrowings on our senior credit facility and accrued interest of $0.7 million. As of December 31, 2005, we had $7.0 million outstanding on the $30.0 million revolving portion of our senior credit facility and $28.4 million on the term loan portion of our senior credit facility. The term loan portion of our senior credit facility is fixed on 90 and 180-day LIBOR contracts expiring in March and June 2006 at rates of 6.53% and 6.69%, respectively. The rate on revolving portion of the credit facility was 8.0% at December 31, 2005. As of December 31, 2005, availability on the revolving credit facility, after deducting outstanding letters of credit, was $14.9 million.

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Our substantial indebtedness could have important consequences to the operation of our business, including:

• increasing our vulnerability to general adverse economic and industry conditions;

• requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• placing us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.

In addition to our indebtedness, our parent company Brickman Group Holdings, Inc. borrowed $45.0 million from a group of lenders on April 16, 2004 which had an outstanding balance at December 31, 2005 of $38.5 million. The loan initially bears interest at 5.5% over LIBOR, which is subject to reduction based on our consolidated leverage ratio, and amortizes through November 2009. Our parent company is a holding company and as such will rely on our cash flow to service this obligation. In connection with this borrowing, we entered into an amendment of our senior credit facility. The amendment, among other things, i) permits our parent company to incur this indebtedness, ii) permits us to make distributions to our parent company to service our parent company’s indebtedness to the extent such distributions are permitted under the indenture governing our senior subordinated notes, iii) provides that an acceleration of obligations under our parent company’s indebtedness not satisfied within 90 days of such acceleration constitutes an event of default under our senior credit facility, and iv) reduces the excess cash flow prepayment obligations required under our senior credit facility. Principal is due on the note as follows: $5.5 million in 2006, $6.5 million in 2007, $7.5 million in 2008, and $19.0 million in 2009. The proceeds from our parent company’s indebtedness were used to redeem our parent company’s Class L Common Stock, make a distribution to holders of our parent company’s Class A Common Stock, and pay fees and expenses associated with the financing.

Our contractual obligations and the contractual obligations of our parent company as of December 31, 2005 are summarized in the table below:

	Payments Due by Period (in thousands)
	2006		2007		2008		2009		2010		2011 and after		Total
Long term debt - principal	$	8,864	$	8,864	$	10,636	$	150,000	$	—		—	$	178,364
Long term debt - interest at current rates of 6.7% and 11.75%		19,395		18,796		18,158		16,891		—		—		73,240
Operating leases		4,005		2,391		1,549		715		366		—		9,026
Total contractual obligations	$	32,264	$	30,051	$	30,343	$	167,606	$	366	$	—	$	260,630
Parent company debt obligation		5,500		6,500		7,500		19,000		—		—		38,500
Interest on parent company debt obligation at current rate of 9.8%		3,563		2,967		2,278		1,276		—		—		10,084
Total Company and parent company contractual obligations	$	41,327	$	39,518	$	40,121	$	187,882	$	366	$	—	$	309,214

We believe that our internal cash flows and borrowings under the revolving portion of our credit facility will provide us with sufficient liquidity and capital resources to meet our current and future financial obligations for the next twelve months, including funding our operations, debt service and capital expenditures and making distributions to our parent company to enable it to meet its obligations under its loan described above. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If our future cash flow from operations and other capital resources are

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insufficient to pay our obligations as they may mature or to fund our liquidity needs, including making distributions to our parent company, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including our senior subordinated notes, on or before maturity. There can be no assurance that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including our senior subordinated notes and our senior credit facility, may limit our ability to pursue any of these alternatives.

Seasonality

Our business is seasonal. We generally incur losses in the first quarter because in most markets we recognize very little landscape revenue but we continue to incur fixed overhead costs, such as management and supervisory salaries and benefits, rent, and depreciation.

Effect of Inflation

Although historically inflation has generally not been a material factor affecting our business, our general operating expenses, such as wages and salaries, employee benefits and materials and facilities costs, are subject to normal inflationary pressures. In recent years, fuel prices have fluctuated widely and have generally increased, including sharper increases in the second half of fiscal 2005. These price increases affect the cost of operating trucks, mowers and other power equipment. The fuel price increases also have an affect on cost of producing and shipping chemicals and materials used in our business. Typically, there is a delay in recovering increases in fuel prices through contract rate increases because most of our contracts renew annually or contain rate adjustments based on the Consumer Price Index that are only made annually. We cannot predict the extent to which we may experience future increases in fuel costs and other inflationary pressures. To the extent such cost increases incur, we may experience a delay in recovering such cost increases in the form of contract rate increases, and we may not be able to fully pass these increased costs through to our customers, either of which could have a material adverse impact on our operating results.

Recent Accounting Pronouncements

On December 16, 2004, the FASB issued Statement of Financial Accounting Standards No. 123(R), Shared-Based Payment Compensation (“FAS 123(R)”). FAS 123(R) revised FASB Statement No. 123, Shared-Based Compensation (“FAS 123”) and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. We must adopt FAS 123(R) as of the beginning of the first interim or annual reporting period beginning after December 15, 2005. We will use the prospective method in which compensation expense for all new or modified stock awards, measured by the grant-date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period, based on the estimated number of awards that are expected to vest. We believe that the impact of adoption may be material to our financial position, results of operations and cash flows in the event that additional options are issued.

Critical Accounting Policies

Some of our accounting policies as discussed below require the application of significant judgment by our management in selecting the appropriate estimates and assumptions for calculating amounts to record in our financial statements. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position. Our significant accounting policies are more fully described in the notes to the financial statements. Some accounting policies, however, are considered to be critical in that they are most important to the depiction of our financial condition and results of operations and their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.

Goodwill: Goodwill represents the excess of cost over the net tangible and identifiable assets acquired in business combinations and is stated at cost. Goodwill and intangible assets with indefinite lives are not amortized but tested for impairment at least annually. Impairment is measured by comparing the carrying value to fair value using a discounted cash flow model.

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Impairment or Disposal of Long-lived Assets: In the event that facts and circumstances indicate that the carrying value of long-lived assets, primarily property and equipment and certain identifiable intangible assets with defined lives, may be impaired, we perform a recoverability evaluation. If the evaluation indicates that the carrying amount of the asset is not recoverable from the undiscounted cash flows related to the asset, an impairment loss is recorded for the difference between the carrying amount of the asset and its fair value.

Net Service Revenue: We perform landscape maintenance, landscape construction and enhancement, and snow removal services. Revenue is recognized based upon the service provided and the contract terms.

Landscape maintenance:

We generally provide landscape maintenance services under annual contracts. We recognize revenue for these services as follows: each month, we divide the actual labor, material, and subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the total contract price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is accrued in the period in which the loss is identified.

Landscape construction and enhancement:

We generally provide landscape construction and enhancement services under contracts of less than one year. We recognize revenue for these services as follows: each month, we divide the actual labor, material, and subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the total contract price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceeds total contract price, the estimated loss on the contract is accrued in the period in which the loss is identified.

Snow Removal:

Snow removal services are generally provided under time and material contracts. Revenue for these services is recognized in the period in which the services are performed.

The current asset, unbilled revenue, and the current liability, deferred revenue, result from differences between the timing of billings and the recognition of service revenues on uncompleted contracts.

Risk Management: We carry general liability, vehicle collision and liability, workers compensation, property and equipment, professional liability, directors and officers liability and employee health care insurance policies as well as umbrella liability insurance to cover claims over the liability limits contained in the primary property and casualty policies.

Our insurance programs for workers’ compensation, general liability, vehicle liability and employee health care contain self-insured retention amounts. Claims in excess of the self-insurance retention amounts are insured to limits that management considers prudent. Our accrual for unpaid and incurred but not reported claims under these programs at December 31, 2005 was $9.0 million and is included in accrued expenses in the accompanying Balance Sheet in accordance with Statement of Financial Accounting Standard No. 5, “Accounting for Contingencies.” While the ultimate amount of these claims is dependent on future developments, we believe recorded accruals are adequate to cover these claims.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk sensitive instruments do not subject us to material market risk exposures, except for the risks related to interest rate fluctuations. As of December 31, 2005, we had debt outstanding with a carrying value of $185.4 million and with a fair value, based on market quotes, of approximately $201.1 million.

Fixed interest debt outstanding consisted entirely of our senior subordinated notes totaling $150 million as of December 31, 2005. Our senior subordinated notes are due in 2009 and are generally not redeemable prior to December 15, 2006, and then may be redeemed as follows:

Beginning December 15:	Redemption Price as percentage of Principal
2006	105.875	%
2007	102.938	%
2008 and thereafter	100.000	%

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The amount outstanding under our senior credit facility as of December 31, 2005 was $35.4 million. Interest rates on our senior credit facility are set at 0.75% over the prevailing prime rate of interest or may be established for periods of up to six months at 2.00% over LIBOR at our option. These rates are subject to our maintaining our senior credit ratings with Standard & Poor’s (BB-) and Moody’s (Ba3). The long term portion of our senior credit facility at December 31, 2005 was on LIBOR contracts maturing in March and June 2006 and carried interest rates of 6.53% and 6.69%. The $7.0 million on the revolving credit facility, which was floating with prime, carried an interest rate of 8.0% at December 31, 2005. The weighted average interest rate on the long term portion of the senior credit facility was 6.7% at December 31, 2005.

Based on our indebtedness at December 31, 2005, our total annual interest expense, assuming interest rates in effect as of December 31, 2005, would be approximately $19.9 million. A 10% increase in interest rates would increase total annual interest expense by approximately $228,000 and decrease net income and cash flow by approximately $133,000.

For further information regarding our indebtedness, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 6 of the accompanying consolidated financial statements.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	20
Consolidated Balance Sheets as of December 31, 2005 and 2004	21
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003	22
Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2005, 2004, and 2003	23
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003	24
Notes to Consolidated Financial Statements	25-38

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of The Brickman Group, Ltd.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 8, present fairly, in all material respects, the financial position of The Brickman Group, Ltd. and its subsidiary at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2), presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

March 17, 2006

20

THE BRICKMAN GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands except for share data)

	December 31, 2004			December 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	11,339		$	7,999
Accounts receivable, net of allowance for doubtful accounts		39,985			55,530
Unbilled revenue		5,804			8,598
Deferred tax asset		6,607			8,614
Other current assets		5,060			3,111
Total current assets		68,795			83,852
Property and equipment, net of accumulated depreciation		29,982			38,572
Deferred tax asset		1,416			3,595
Deferred charges, net of accumulated amortization		6,829			5,392
Intangible assets, net of accumulated amortization		84,686			71,008
Goodwill		32,663			41,666
Restricted investments and other assets		1,250			2,284
Total	$	225,621		$	246,369
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	13,937		$	17,734
Deferred revenue		3,441			4,682
Revolving credit		—			7,000
Long-term debt - current portion		7,091			8,864
Accrued interest		740			737
Accrued expenses		18,546			24,736
Total current liabilities		43,755			63,753
Long-term debt and other liabilities
Long-term debt		178,364			169,500
Other liabilities		3,495			3,235
Total liabilities		225,614			236,488
Commitments and contingencies
Shareholder's equity:
Class A voting common stock, $.01 par value; 51,317 authorized, issued and outstanding both years		1			1
Class A non-voting common stock, $.01 par value; 283,548 authorized, issued and outstanding both years		3			3
Class B non-voting common stock, $.01 par value; 117,517 authorized, issued and outstanding both years		1			1
Class C non-voting common stock, $.01 par value; 75,000 authorized, issued and outstanding both years		1			1
Paid-in capital		187,665			190,947
Retained earnings		3,336			9,928
Continuing shareholders' basis adjustment		(191,000	)		(191,000	)
Total shareholder's equity		7			9,881
Total liabilities and shareholder's equity	$	225,621		$	246,369

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

21

THE BRICKMAN GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

	For the years ended December 31,
	2003		2004		2005
Net service revenues	$	349,448	$	383,580	$	454,545
Cost of services provided		241,937		261,004		315,442
Gross profit		107,511		122,576		139,103
General and administrative expenses		61,361		66,646		76,228
Amortization expense		24,157		20,869		18,323
Income from operations		21,993		35,061		44,552
Interest expense		20,022		19,820		19,943
Income before income taxes		1,971		15,241		24,609
Income tax provision		770		6,052		10,250
Net income	$	1,201	$	9,189	$	14,359

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

22

THE BRICKMAN GROUP, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

(dollars in thousands except for share data)

	Common Stock												Paid-In Capital			Retained Earnings (Accumulated Deficit)			Continuing Shareholders’ Basis Adjustment			Total Shareholder’s Equity
	Class A Voting			Class A Non-voting			Class B Non-voting			Class C Non-voting
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, January 1, 2003	51,317	$	1	283,548	$	3	117,517	$	1	75,000	$	1	$	194,994		$	(869	)	$	(191,000	)	$	3,131
Distributions to Brickman Group Holdings, Inc.														(3,480	)		(332	)					(3,812	)
Net Income																	1,201						1,201
Balance, December 31, 2003	51,317		1	283,548		3	117,517		1	75,000		1		191,514			—			(191,000	)		520
Distributions to Brickman Group Holdings, Inc.														(3,849	)		(5,853	)					(9,702	)
Net Income																	9,189						9,189
Balance, December 31, 2004	51,317		1	283,548		3	117,517		1	75,000		1		187,665			3,336			(191,000	)		7
Stock contributed by Brickman Group Holdings, Inc.														5,200									5,200
Distributions to Brickman Group Holdings, Inc.														(1,918	)		(7,767	)					(9,685	)
Net Income																	14,359						14,359
Balance, December 31, 2005	51,317	$	1	283,548	$	3	117,517	$	1	75,000	$	1	$	190,947		$	9,928		$	(191,000	)	$	9,881

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

23

THE BRICKMAN GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	For the years ended December 31,
	2003			2004			2005
Cash flows from operating activities:
Net income	$	1,201		$	9,189		$	14,359
Adjustments to reconcile net income to net change in cash from operating activities:
Depreciation		10,053			11,421			14,236
Amortization		24,157			20,869			18,323
Deferred taxes		(4,828	)		(1,122	)		(5,285	)
Provision for doubtful accounts		186			1,074			1,905
Loss on disposal of assets		21			852			13
Changes in operating assets and liabilities, net of businesses acquired		(1,533	)		(6,513	)		(7,594	)
Net change in cash from operating activities		29,257			35,770			35,957
Cash flows from investing activities:
Purchase of property and equipment		(10,306	)		(15,998	)		(23,770	)
Cost of acquired businesses		—			(5,341	)		(6,924	)
Proceeds from sale of property and equipment		290			748			1,673
Loan to executive		—			—			(500	)
Net change in cash from investing activities		(10,016	)		(20,591	)		(29,521	)
Cash flows from financing activities:
Distributions to Brickman Group Holdings, Inc.		(3,812	)		(9,702	)		(9,685	)
Payments on long-term debt		(5,321	)		(10,067	)		(7,091	)
Transaction fees paid		(460	)		—			—
Net borrowings on revolving credit facility		—			—			7,000
Net change in cash from financing activities		(9,593	)		(19,769	)		(9,776	)
Net change in cash		9,648			(4,590	)		(3,340	)
Cash, beginning of year		6,281			15,929			11,339
Cash, end of year	$	15,929		$	11,339		$	7,999

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

24

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

1. Business:

The Brickman Group, Ltd. (the “Company”) performs landscape maintenance, landscape construction and enhancement, and snow removal services for commercial customers in major metropolitan areas in 25 states throughout the United States. Landscape maintenance services are generally provided under cancelable contracts ranging from 1 to 8 years to a diverse set of customers with one or more sites, including regional and national commercial, retail, and industrial property owners, corporations, residential communities, schools and universities, hotels, hospitals, and governmental agencies. Services include grass mowing, planting and care of flower beds, tree and shrub pruning, bed edging, controlling weeds and pests, fertilizing, planting of grass, groundcovers, shrubs and trees, grading, and removing snow and ice.

2. Summary of Significant Accounting Policies:

Basis of Presentation:

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiary all of which are wholly-owned by the Company. All significant inter-company transactions and account balances have been eliminated.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, valuation of operating supplies, self-insurance reserves, purchase accounting estimates, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.

Concentration of Credit Risk:

The Company’s customer base is diverse and geographically dispersed. Accordingly, management believes the Company’s concentration of credit risk with respect to trade accounts receivable is low. Management continually evaluates the creditworthiness of the Company’s customers. The Company generally provides its services without requiring collateral from its customers.

Cash and Cash Equivalents:

Cash equivalents are investments in highly liquid financial instruments with an original maturity of 30 days or less.

Property and Equipment:

Property and equipment is recorded at cost less accumulated depreciation. Property and equipment purchased in connection with business acquisitions is recorded at fair market value at the time of acquisition. Costs of major additions and improvements are capitalized. Costs of replacements, maintenance, and repairs, which do not improve or extend the life of the related assets, are charged to operations.

When an asset is sold, retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Depreciation for

25

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies, continued:

Property and Equipment, continued:

operating assets is computed using the straight line method over the estimated useful lives of the assets (2 to 7 years) and for leasehold improvements, the shorter of the length of the related leases or the estimated useful lives of the assets (3 to 7 years). Depreciation expense was $10,053 in 2003, $11,421 in 2004 and $14,236 in 2005.

Deferred Charges:

Deferred charges, consisting of fees and other expenses associated with borrowings, are being amortized ratably over the terms of the related borrowings. Deferred charges are presented net of accumulated amortization of $2,700 at December 31, 2004, and $4,044 at December 31, 2005. Amortization expense related to deferred charges was $1,309 in 2003, $1,350 in 2004 and $1,344 in 2005.

Goodwill:

Goodwill is evaluated for potential impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred. Statement of Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, (“SFAS No. 142”) requires that goodwill be tested for impairment using a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the estimated fair value of the reporting unit containing goodwill with the related carrying amount. If the estimated fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is unnecessary. If the reporting unit’s carrying amount exceeds its estimated fair value, the second step of the test must be performed to measure the amount of the goodwill impairment loss, if any. The second step of the test compares the implied fair value of the reporting unit’s goodwill, determined in the same manner as the amount of goodwill recognized in a business combination, with the carrying amount of such goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill so calculated, an impairment loss is recognized in an amount equal to the excess.

Impairment of Long-lived Assets:

The Company periodically evaluates the recoverability of the carrying amount of its long-lived assets, including property and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment is assessed when the undiscounted expected cash flows derived from an asset are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset exceeds its fair value and are recognized in operating results. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of an impaired asset. The dynamic environment in which the Company operates and the resulting assumptions used to estimate future cash flows impact the outcome of the impairment tests.

Continuing Shareholders’ Basis Adjustment:

The Company was acquired by Brickman Group Holdings, Inc. (“Holdings”) on December 20, 2002. This transaction was accounted for as a purchase in accordance with Standards of Financial Accounting Standards No. 141 “Business Combinations.” As a result of a 66% continuing ownership interest in the Company by certain shareholders (“Continuing Shareholders”), 34% of the purchase price was allocated to the assets and liabilities acquired at their respective fair values with the remaining 66% ownership interest recorded at the Continuing Shareholders’ historical book values as of the date of acquisition in accordance with Issue No. 88-16 of the Emerging Issues Task Force of the Financial Accounting Standards Board

26

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies, continued:

Continuing Shareholders’ Basis Adjustment, continued:

“Basis in Leveraged Buyout Transactions”(“EITF 88-16”). As a result of the carryover of the Continuing Shareholders’ historical basis, shareholder’s equity of the Company has been reduced by $191,000 with a corresponding reduction in the amount assigned to goodwill.

Net Service Revenues:

The Company performs landscape maintenance, landscape construction and enhancement, and snow removal services. Revenue is recognized based upon the service provided and the contract terms, and is reported net of discounts.

Landscape maintenance:

Landscape maintenance services are generally provided under annual contracts. Revenue for these services is recognized as follows: each month, the Company divides the actual labor, material, and subcontractor costs incurred on each contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the total contract price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is accrued in the period in which the loss is identified.

Landscape construction and enhancement:

Landscape construction and enhancement services are generally provided under contracts of less than one year. Revenue for these services is recognized as follows: each month, the Company divides the actual labor, material, and subcontractor costs incurred on the contract by the total labor, material, and subcontractor costs estimated to be incurred to complete the contract. The resulting ratio is multiplied by the total contract price and the difference between this product and the revenue previously recognized on the contract is recognized as revenue in the month. In the event estimated total contract costs exceed total contract price, the estimated loss on the contract is accrued in the period in which the loss is identified.

Snow removal:

Snow removal services are generally provided under time and material contracts. Revenue for these services is recognized in the period in which the services are performed.

Net Service Revenues:

The current asset, unbilled revenue, and current liability, deferred revenue, result from differences between the timing of billings and the recognition of service revenues on uncompleted contracts.

Cost of Services Provided:

Cost of services provided represents the costs of labor, subcontractors, materials, equipment costs (including depreciation), and other costs directly associated with landscape contracting. These costs are expensed as incurred.

Stock-Based Compensation:

The Company accounts for stock-based compensation in accordance with the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations (Note 12). Accordingly, no compensation expense was recognized for these grants because the exercise price of the options equaled the fair market value of the underlying stock on the date of grant.

27

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies, continued:

Recent Accounting Pronouncements:

On December 16, 2004, the FASB issued Statement of Financial Accounting Standards No. 123(R), “Shared-Based Payment Compensation” (“FAS 123(R)”). FAS 123(R) revised FASB Statement No. 123, “Shared-Based Compensation” (“FAS 123”) and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. FAS 123(R) must be adopted by the Company as of the beginning of the first interim or annual reporting period beginning after December 15, 2005. The adoption of SFAS No. 123 (R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. The Company will use the prospective method in which compensation expense for all new or modified stock awards, measured by the grant-date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period, based on the estimated number of awards that are expected to vest. The Company believes that the impact of adoption may be material to our financial position, results of operations and cash flows in the event that additional options are issued.

3. Accounts Receivable:

Components of accounts receivable are as follows:

	December 31,
	2004			2005
Accounts receivable	$	42,321		$	58,868
Allowance for doubtful accounts		(2,336	)		(3,338	)
Accounts receivable, net	$	39,985		$	55,530

Accounts receivable amounts include retention on incomplete projects to be completed within one year of $454 at December 31, 2004, and $310 at December 31, 2005. All other amounts are due currently.

4. Property and Equipment:

Property and equipment consists of the following:

	December 31,
	2004		2005
Operating equipment	$	46,511	$	61,059
Software, office equipment, and leasehold improvements		3,489		9,028
Property and equipment, cost		50,000		70,087
Less:
Accumulated depreciation		20,018		31,515
Property and equipment, net	$	29,982	$	38,572

28

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

5. Intangible Assets:

Intangible assets represent customer contracts, relationships and backlog, and Company trademarks acquired in business combinations and are being amortized over 1 to 14 years, the expected duration of these intangibles. The Company trademarks are being amortized over 5 years to a terminal value of $7,332. Amortization expense related to intangible assets was $22,848 in 2003, $19,519 in 2004 and $16,979 in 2005.

Intangible assets consist of the following:

	December 31,
	2004		2005
Customer contracts, relationships and backlog	$	114,715	$	118,015
Trademarks		13,000		13,000
Sub-total		127,715		131,015
Less: Accumulated amortization		43,029		60,007
Total	$	84,686	$	71,008

The weighted average amortization period for the intangibles is 6.4 years and amortization expense is anticipated to be $14,193 in 2006, $11,614 in 2007, $8,815 in 2008, $7,175 in 2009 and $6,041 in 2010.

6. Debt:

Debt consists of the following:

	December 31,
	2004		2005
Revolving credit bearing interest at 8.0%	$	—	$	7,000
Current portion		7,091		8,864
Short-term debt		7,091		15,864
11.75% Senior subordinated notes due 2009		150,000		150,000
Senior credit facility, due 2008 bearing interest at 5.6% at December 31, 2004 and rates of 6.5% and 6.7% at December 31, 2005		28,364		19,500
Long-term debt, net		178,364		169,500
Total debt	$	185,455	$	185,364

11.75% Senior subordinated notes:

On December 20, 2002 the Company issued $150,000 of 11.75% Senior subordinated notes due 2009 (the “Notes”). The Notes are due on December 15, 2009 and bear interest at 11.75%. Interest is due semi-annually on June 15 and December 15. The Notes are uncollateralized and are junior to all other debt. The Notes are not redeemable prior to December 15, 2006, except in the case of a public equity offering by the Company. The Company must offer to purchase the Notes at 101% of face value in the event of a change of control of the Company. The indenture governing the Notes imposes certain limitations on the Company’s ability to incur debt, pay dividends, make investments, sell assets, repurchase Company or Holdings stock, and merge or consolidate. The Company registered the notes with the Securities and Exchange Commission (“Registered Notes”) in June 2003 and holders of the Notes exchanged the Notes for Registered Notes that may be publicly traded. The fair market value of the Notes as of December 31, 2005 based on market quotes was approximately $165,750.

29

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

6. Debt, continued:

Senior credit facility:

The Company and eight financial institutions are party to a credit agreement (the “Credit Agreement”) dated December 20, 2002 amended in 2004 and 2005. The Credit Agreement governs a $50,000 term loan (“Term Loan”) and a $30,000 revolving credit facility (the “Facility”). The Credit Agreement provides that $12,000 of the Facility may be used for letters of credit. All amounts outstanding under the Credit Agreement are collateralized by the assets of the Company. In April 2004, Brickman Group Holdings, Inc. (the Company’s “parent company”) borrowed $45 million from a group of lenders which had an outstanding balance at December 31, 2005 of $38.5 million. In connection with this borrowing, the Company entered into an amendment of the Company’s senior credit facility. The amendment, among other things, i) permits the parent company to incur this indebtedness, ii) permits the Company to make distributions with respect to equity securities to the parent company to service the parent company’s indebtedness to the extent such distributions are permitted under the Company’s Senior Subordinated Note Indenture, iii) provides that an acceleration of obligations under the parent company’s indebtedness not satisfied within 90 days of such acceleration constitutes an event of default under the Company’s senior credit facility, and iv) reduces the excess cash flow distribution required under the Company’s senior credit facility. The parent company is a holding company and as such will rely on the Company’s cash flow to service this obligation. The parent company’s loan initially bears interest at 5.5% over LIBOR; however, the interest rate is subject to reduction based on the Company’s consolidated leverage ratio, and is payable through November 2009. Principal is due on the note as follows: $5,500 in 2006, $6,500 in 2007, $7,500 in 2008, and $19,000 in 2009.

Interest rates on the Term Loan are set at 0.75% over the prevailing prime rate of interest or are established for periods of up to six months at 2.00% over LIBOR at the Company’s option. These rates are subject to the Company maintaining its senior credit ratings with Standard & Poor’s (BB-) and Moody’s (Ba3).

The weighted average interest rate on the Term Loan at December 31, 2005 was 5.9%. The Term Loan is due in quarterly installments. Annual amounts due through December, 2008 are as follows: $8,864 in 2006, $8,864 in 2007, and $10,636 in 2008.

In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow as defined in the Credit Agreement as additional amortization commencing in 2003. The percentage varies with the ratio between the Company’s debt and its cash flow. Under this provision in the amended credit agreement, the Company was not obligated to make additional payments for 2004 and 2005. The Company made a voluntary prepayment of $5,000 in 2004.

The Credit Agreement imposes financial covenants upon the Company with respect to leverage, fixed charge coverage, interest coverage, capital expenditures, and earnings and restricts the Company’s actions with respect to incurrence of liens, disposition of assets, consolidations and mergers, and distributions to shareholders. At December 31, 2004 and 2005, the Company was not in violation of any of these covenants.

The Facility is available for working capital and subject to certain limitations. At December 31, 2005, $7,000 was outstanding on the Facility. Availability on the Facility at December 31, 2005, after accounting for letters of credit totaling $8,113 (substantially all supporting self-insured retention amounts under the Company’s insurance programs (Note 13)), was $14,887. Availability on the Facility at December 31, 2004, after accounting for letters of credit totaling $6,368 was $23,632. There is an annual commitment fee equal to  ¹/2 of 1% of the unused balance of the Facility. The rate on revolving portion of the credit facility was 8.0% at December 31, 2005.

30

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

6. Debt, continued:

Senior credit facility, continued:

All of the Company’s borrowings under the Credit Agreement are at interest rates that are fixed for periods no longer than 6 months and, accordingly, the carrying value of the Term Loan at December 31, 2005 approximates fair market value.

7. Income Taxes:

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. Deferred tax assets are evaluated for the estimated future tax effects of deductible temporary differences and tax operating loss carryovers. Management believes the realizability of the Company’s deferred tax assets is reasonably assured and, accordingly, no valuation allowances have been provided.

The components of tax expense are as follows:

	Years Ended December 31,
	2003			2004			2005
Current:
Federal	$	4,161		$	5,119		$	12,021
State		1,437			2,055			3,514
		5,598			7,174			15,535
Deferred		(4,828	)		(1,122	)		(5,285	)
Total	$	770		$	6,052		$	10,250

Income tax expense differs from the amount computed by applying the federal statutory rate of 35% to income before income taxes as a result of the following:

	Years Ended December 31,
	2003			2004			2005
Income tax expense at federal statutory rate	$	690		$	5,334		$	8,613
State tax, net of federal benefit		200			1,102			1,428
Non-deductible expenses		82			337			516
Fuel tax credit and other		(202	)		(721	)		(307	)
Income tax expense	$	770		$	6,052		$	10,250

31

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

7. Income Taxes, continued:

The components of the Company’s net deferred tax asset and liability accounts resulting from temporary differences between the tax and financial reporting bases of assets and liabilities are as follows:

	December 31,
	2004			2005
Current deferred tax asset (liability):
Allowance for doubtful accounts	$	954		$	1,452
Prepaid expenses		(510	)		—
Self-insurance reserves		3,286			3,865
Payroll-related accruals		2,823			3,687
Other accrued expenses		54			242
Federal benefit of state deferred		—			(632	)
	$	6,607		$	8,614
Non-current deferred tax asset (liability):
Intangibles	$	6,392		$	7,519
Property and equipment		(5,417	)		(3,016	)
Prepaid expenses		—			(545	)
Deferred compensation		441			—
NOL carryforward		—			157
Federal benefit of state deferred		—			(520	)
	$	1,416		$	3,595

8. Leases:

Operating Leases:

The Company is committed under various operating leases for buildings and equipment with terms ranging from month to month to seven years. Most of the leases contain customary renewal options and escalation clauses. Lease expense of $4,246 in 2003, $4,675 in 2004 and $5,219 in 2005 includes amounts paid to related parties (Note 14).

Minimum annual lease payments under non-cancelable operating leases are as follows:

2006	$	4,005
2007		2,391
2008		1,549
2009		715
2010		366
2011 and thereafter		—

9. Employee Benefit Plans:

The Company has a voluntary, defined contribution, qualified retirement plan covering substantially all of its employees. The Company contribution, $783 in 2003, $892 in 2004 and $982 in 2005 is equal to 50% of participant voluntary contributions not in excess of 5% of participant compensation and is included in general and administrative expenses in the accompanying Consolidated Statements of Operations.

32

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

9. Employee Benefit Plans, continued:

A non-qualified deferred compensation plan is available to certain executives. Under the plan, participants may elect to defer up to 70% of their compensation. The Company invests the deferrals in participant-selected marketable securities that are held in a Rabbi Trust. The net unrealized gains (losses) associated with holding these securities were $160 in 2003, $19 in 2004 and $247 in 2005 and were recognized in the Company’s earnings in accordance with FAS No. 115. The liability to employees under the plan was $1,079 at December 31, 2004, and $1,724 at December 31, 2005, and is classified with other liabilities. Increases to this liability caused by changes in the value of the marketable securities were $160 in 2003, $19 in 2004 and $247 in 2005 and were recognized in accordance with Issue No. 97-14 of the Emerging Issues Task Force of the Financial Accounting Standards Board, “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested” and are classified with general and administrative expenses in the accompanying Consolidated Statements of Operations.

10. Acquisitions:

In April 2005, the Company purchased all of the outstanding stock of a Michigan based landscaping company in a merger transaction for cash and shares of the Company’s parent, which were contributed by the parent for the transaction. The transaction was accounted for in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations.” The purchase price was allocated to the estimated fair market value of tangible assets acquired, contracts with an estimated duration of 1 to 14 years, and the remaining value was assigned to goodwill.

The contracts were classified as intangible assets in the Consolidated Balance Sheets. Results of operations of the acquired business were included in the Consolidated Statements of Operations from the date of acquisition.

A summary of this acquisition follows:

Cash	$	6,400
Stock of parent company		5,200
Transactions costs		178
Purchase price allocated	$	11,778
Fair value of net tangible assets and liabilities acquired:
Accounts receivable, net of allowance		915
Unbilled revenue		75
Current deferred tax asset		230
Property and equipment		742
Current liabilities		(1,242	)
Deferred tax liability		(1,245	)
Net tangible liabilities acquired		(525	)
Intangible assets acquired		3,300
Goodwill acquired	$	9,003

The weighted average amortization period for the contracts acquired was 4.7 years and amortization expense was $468 in 2005 and is anticipated to be $542 in 2006, $446 in 2007, $367 in 2008, $302 in 2009, $248 in 2010 and $927 thereafter.

In 2004, the Company purchased certain assets and contracts of three landscaping operations in two of the Company’s existing markets. The transactions were accounted for in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations.” The respective purchase prices were allocated to the estimated fair market value of tangible assets acquired and the remaining value was

33

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

10. Acquisitions, continued:

assigned to contracts with an estimated duration ranging from 1 to 14 years. As part of one of the acquisitions, the Company agreed to pay the seller, beginning in 2005 and concluding in 2010, contingent payments of up to $2,100 based on the Company’s continued performance of contracts. The contingent payments were included in the purchase price and discounted at the risk free rate of return. The weighted average amortization period for the contracts acquired was 5.2 years and amortization expense was $1,048 in 2005 and is anticipated to be $948 in 2006, $799 in 2007, $712 in 2008 $641 in 2009, $590 in 2010 and $850 thereafter. The contracts were classified as intangible assets in the Consolidated Balance Sheets. Results of operations of the acquired business were included in the Statements of Operations from the dates of acquisition. The acquisitions were financed through cash flow from operations.

A summary of these acquisitions follows:

Aggregate purchase prices	$	5,341
Present value of contingent payments		1,857
Purchase price allocated	$	7,198
Fair value of net tangible assets acquired:
Accounts receivable		609
Other current assets		12
Property and equipment		875
Current liabilities		(533	)
Net tangible assets acquired		963
Intangible assets acquired		6,235
Goodwill acquired	$	—

11. Capital Structure:

Common Stock:

In the event of dissolution or liquidation of the Company, the holders of the common stock receive distributions in the following order: holders of Class A Stock receive distributions equal to original cost, holders of Class B Stock receive distributions equal to original cost, holders of Class C Stock receive distributions equal to original cost, thereafter, remaining distributions are shared in accordance with the certificate of incorporation of the Company. In 2002, all of the Company’s common stock was either redeemed by the Company or exchanged by Company shareholders for Holdings Class A Common Stock or Holdings Class L Common Stock. At December 31, 2004 and 2005, all Company common stock was held by Holdings. There were no potentially dilutive securities outstanding at December 31, 2003, December 31, 2004 or December 31, 2005.

Holders of 36.5% of Holdings Class A Common Stock may put their shares to Holdings at fair market value in 2008, 2009, and 2010 or upon a change of control of Holdings or the Company. Holdings is a holding company, and as such, will rely on the Company to satisfy its obligations.

Mandatorily Redeemable Stock:

Holdings’ issued $30,000 of Class L Common Stock in connection with the 2002 acquisition of the Company. This stock was mandatorily redeemable in 2010 at liquidation value plus accrued dividends compounded at 12%. In April 2004, Holdings borrowed $45,000 from a group of lenders as described in Note 6. The proceeds from this borrowing were used to redeem Holdings’ Class L Common Stock, make a distribution to holders of Holdings’ Class A Common Stock and pay fees associated with the financing. In connection with this transaction, holders of Holdings’ Class L Common Stock converted their Class L Common Stock into Senior Redeemable Common Stock, which was redeemed, and 9,788 shares of Class A Non-Voting Common Stock. The Holdings’ loan initially bears interest at 550 basis points over LIBOR.

34

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

11. Capital Structure, continued:

Mandatorily Redeemable Stock, continued:

The interest rate is subject to reduction based on the Company’s consolidated leverage ratio, and the loan amortizes through November 2009 In connection with this borrowing, the Company entered into an amendment of the Company’s senior credit facility. The amendment, among other things, i) permits our parent company to incur this indebtedness, ii) permits us to make distributions to our parent company to service our parent company’s indebtedness to the extent such distributions are permitted under the indenture governing our senior subordinated notes, iii) provides that an acceleration of obligations under our parent company’s indebtedness not satisfied within 90 days of such acceleration constitutes an event of default under our senior credit facility, and iv) reduces the excess cash flow prepayment obligations required under our senior credit facility. Principal is due on the note as follows: $5,500 in 2006, $6,500 in 2007, $7,500 in 2008, and $19,000 in 2009.

On December 31, 2003, the Company made a distribution in the amount of $3,812 to Holdings. Holdings, in turn, paid a dividend of $3,812 to the holders of Holdings Class L Common Stock. As a consequence, there were no accrued and unpaid dividends on Holdings’ Class L Common Stock at December 31, 2003. Further, since Holdings’ Class L Common Stock was converted to Senior Redeemable Common Stock and redeemed, there were no accrued and unpaid dividends on Holdings’ Class L Common Stock at December 31, 2004.

In 2004, the Company made distributions totaling $9,702 to Holdings as follows: $4,894 in connection with Holdings’ April, 2004 financial transaction described above, $3,820 for interest and principal payments on Holdings’ term loan, and $988 to redeem Holdings’ stock from certain Holdings’ shareholders.

In 2005, the Company made distributions totaling $9,685 to Holdings as follows: $8,001 for interest and principal payments on Holdings’ term loan, $1,646 to redeem Holdings’ stock from certain Holdings’ shareholders and $38 for payment of professional fees.

12. Stock Based Compensation:

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

Year granted	Exercise Price per share		Vesting Period	Expiration Date	Weighted Average Remaining Life in Years
2003	$	1,000	5 years	March 30, 2013	7.24
2004	$	1,200	5 years	May 30, 2014	8.41
2005	$	1,650	5 years	June 15, 2015	9.46

35

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

12. Stock Based Compensation, continued:

Had the Company applied the fair market value based recognition and measurement provisions of Statement of Financial Accounting Standards No. 123 “Accounting for Stock Based Compensation” (“SFAS No. 123”) to stock-based compensation, net income would have decreased as follows:

	Years Ended December 31,
	2003			2004			2005
Net income, as reported	$	1,201		$	9,189		$	14,359
Deduct: Total stock-based compensation determined under the fair value based method for all grants, net of related tax effects		(57	)		(155	)		(247	)
Pro forma net income	$	1,144		$	9,034		$	14,112

Shares available for future grants under the Option Plan amounted to 3,270 shares at December 31, 2004 and 2,158 shares at December 31, 2005. The Black-Scholes valuation model was used to establish the fair value of the options. Risk free rates of 3.7% and 3.9% at the date of grant were assumed in 2004 and 2005, respectively. A dividend rate of 2% was used for both years. No volatility factor was used in the valuation since Holdings stock is not traded publicly. The expected option term was assumed to be the vesting period of 5 years.

13. Commitments and Contingencies:

Risk Management:

The Company carries general liability, vehicle liability, workers’ compensation, professional liability, directors’ and officers’ liability, property and equipment, and employee health care insurance policies. In addition, the Company carries umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs for workers’ compensation, general liability, vehicle liability and employee health care contain self-insured retention amounts. Claims in excess of the self-insured retention amounts are insured. The Company’s accrual for unpaid and incurred but not reported claims under these programs at December 31, 2004 and 2005 is $8,014 and $9,010, respectively and is included in accrued expenses in the accompanying Consolidated Balance Sheet in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies”. While the ultimate amount of these claims is dependent on future developments, in management’s opinion, recorded accruals are adequate to cover these claims.

Litigation:

The Company is from time to time party to litigation. Generally, such litigation involves claims for personal injury and property damage incurred in connection with operations. The Company is not currently involved in any litigation that it believes is likely to have a material adverse effect on its financial condition, results of operations or cash flows.

14. Related Party Transactions:

The Company leases certain land, office buildings and improvements from Brickman Leasing, L.L.C., an entity owned by certain shareholders of Holdings, under three-year leases that expire on December 31, 2006. Total rental expense paid on these leases was $318 in 2003, $387 in 2004 and $397 in 2005. There were no amounts due to or from Brickman Leasing, L.L.C. as of December 31, 2004 or December 31, 2005.

36

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

14. Related Party Transactions, continued:

The Company leased an office building from a Holdings shareholder and employee of the Company under a five-year lease that expired in 2003. The lease was extended during 2003 until March 31, 2004. Total rental expense paid on this lease was $138 in 2003, and $23 in 2004. There were no amounts due to or from this shareholder employee as of December 31, 2004.

In April 2005, the Company acquired all of the outstanding stock of a Michigan landscaping company in a merger transaction for cash and shares of Holdings stock valued at $11,600 in the aggregate (see Acquisitions footnote 10). The principal selling shareholder of the Michigan landscaping company is a member of the Brickman family, which holds a controlling interest in the Company.

The Company owns and operates an airplane that executives and employees use for business-related travel. Certain executives and shareholders use the airplane for personal travel and reimburse the Company for such use. The aggregate amount billed to executives and shareholders for personal travel in 2005 was $93.

The Company makes advances to shareholder employees in the normal course of business. The advances were $171 at December 31, 2004 and $560 at December 31, 2005. During 2005 the Company loaned an executive $500 in connection with the executive’s relocation. The note is a non-interest bearing loan to be forgiven ratably on an annual basis over a ten year period ending December 31, 2014 contingent upon the executive’s continued employment with the Company. The loan is secured by the executive’s primary residence.

15. Segment Information:

The Company operates in a single operating segment—commercial landscape services. The Company is organized into approximately 120 operating locations, each of which is a component of the operating segment. All locations are similarly organized and, subject to variation in climate and horticultural requirements, provide all of the services the Company offers. The locations are essentially identical in the type of customers they serve, the nature of services provided, and the methods by which services are provided. The locations are centrally managed, sharing assets and resources, including executive management, payroll services, information technology, legal, financial and accounting, risk management, marketing, training, and human resources support. The locations are also subject to similar regulatory environments and long-term economic prospects. The locations form an integrated network that support and benefit from each other in delivering services to the Company's customers.

16. Supplemental Cash Flow Information:

	Years Ended December 31,
	2003		2004		2005
Cash paid for income taxes	$	2,619	$	12,120	$	10,623
Cash paid for interest	$	19,923	$	19,814	$	19,947
Non-cash investing activities:
Contingent Payments (Note 10)	$	—	$	1,857	$	—
Stock contributed by parent company (Note 10)	$	—	$	—	$	5,200

37

THE BRICKMAN GROUP, LTD.

Notes to the Consolidated Financial Statements

(dollars in thousands, except per share amounts)

16. Supplemental Cash Flow Information, continued

Changes in operating assets and liabilities, net of businesses acquired are as follows:

	Years Ended December 31,
	2003			2004			2005
Accounts receivable, net	$	(6,479	)	$	(2,347	)	$	(16,535	)
Unbilled revenue		1,382			(2,688	)		(2,719	)
Other assets		(1,242	)		(2,975	)		1,507
Accounts payable		(295	)		3,023			2,778
Deferred revenue		(598	)		459			1,241
Accrued interest		99			6			(3	)
Accrued expenses		5,156			(3,175	)		6,051
Other liabilities		444			1,184			86
Total	$	(1,533	)	$	(6,513	)	$	(7,594	)

17. Supplemental Balance Sheet Information:

Accrued expenses in the accompanying consolidated balance sheets consist of the following:

	December 31, 2004		December 31, 2005
Self-insurance reserves	$	8,014	$	9,010
Payroll-related accruals		8,292		9,701
Other		2,240		6,025
Total	$	18,546	$	24,736

18. Unaudited Quarterly Results of Operations:

Summarized quarterly results of operations for 2004 and 2005 were as follows (in thousands):

	(unaudited)
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
2004
Net service revenues	$	70,399		$	119,828	$	102,510	$	90,843
Gross profit		16,009			41,249		36,460		28,858
Operating income (loss)		(4,413	)		17,116		14,795		7,563
Net income (loss)	$	(5,626	)	$	7,298	$	5,843	$	1,674
	(unaudited)
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
2005
Net service revenues	$	91,861		$	137,227	$	114,114	$	111,343
Gross profit		19,846			46,753		38,662		33,842
Operating income (loss)		(2,477	)		22,300		14,264		10,465
Net income (loss)	$	(4,487	)	$	10,286	$	5,361	$	3,199

38

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2005, our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

Our executive officers, key employees and directors are as follows:

Name	Age	Position(s) Held	Years of Service
Theodore W. Brickman, Jr.	74	Chairman, Director	51
Scott W. Brickman	43	Chief Executive Officer, Director	19
Jeffery R. Herold	45	Chief Operating Officer	25
Charles B. Silcox	56	Vice President and Chief Financial Officer	12
Mark A. Hjelle	35	Executive Vice President	7
John E. Neal (2)	56	Director	7
Christopher J. Perry (1) (2)	50	Director	8
John G. Schreiber (1)	59	Director	8

(1) Member of the Compensation Committee of our Board of Directors.

(2) Member of the Audit Committee of our Board of Directors.

Set forth below is a brief description of the business experience of each of our executive officers, key employees and directors.

Theodore W. Brickman, Jr., Chairman. Mr. Brickman has been employed by our company for over 50 years since joining his father as the first full time employee. Mr. Brickman became a partner with his father in 1957 and President in 1972. In 1998, Mr. Brickman became a Director and Chairman of the Board. Mr. Brickman also serves on boards of The Pitcairn Trust Company, ABG Partners, The Pennypack Restoration Trust, The Johns Island Property Association, and Abington Hospital Foundation. Mr. Brickman graduated from the University of Illinois with a B.A. degree in Landscape Architecture.

Scott W. Brickman, Chief Executive Officer. Mr. Brickman joined our company in 1986 and in 1998 became a Director and was appointed Chief Executive Officer. Since he started at our company, Mr. Brickman has served as a project director and a regional manager and prior to 1998 had responsibility for our Northeast, Mid-Atlantic and Southeast operations. Prior to joining our company, Mr. Brickman worked at a Florida landscape architecture firm. Mr. Brickman also serves as a director of Kellermeyer Business Services, LLC. Mr. Brickman graduated from Pennsylvania State University with a B.S. degree in Landscape Architecture.

Jeffery R. Herold, Chief Operating Officer. Mr. Herold joined our company in 1980 and since that time has served in a variety of roles in operations with increasing responsibility including management of our Northeast Design/Build Operations in the 1980’s. In 2000, Mr. Herold was promoted to the position of Chief Operating Officer. Mr. Herold has a B.S. degree in Ornamental Horticulture and Landscape Contracting from the State University of New York at Alfred.

Charles B. Silcox, Vice President and Chief Financial Officer. Mr. Silcox joined our company as Chief Financial Officer in 1993. Prior to employment with us, Mr. Silcox served with McDonnell Douglas Truck Services, Inc., a subsidiary of McDonnell Douglas Finance Corporation, from 1984 to 1992 leaving that organization as the Senior Vice President-Finance and Administration. Prior to employment by McDonnell Douglas, Mr. Silcox was a C.P.A. at PricewaterhouseCoopers LLP from 1976 to 1984 leaving that firm as a Senior Manager. Mr. Silcox has an M.B.A. degree in Accounting and Finance from the Amos Tuck School of Business Administration and a B.A. in Economics from Dartmouth College.

Mark A. Hjelle, Executive Vice President. Mr. Hjelle joined our company in 1998 as Vice President and General Counsel. Mr. Hjelle was promoted to Executive Vice President in 2004. Prior to joining us, Mr. Hjelle worked as a business lawyer at the Philadelphia law firms of Dechert LLP and Duane Morris Heckscher LLP. Mr. Hjelle has a B.S. degree in Economics from the Wharton School of Business and a M.S. degree in Government from the University of Pennsylvania. Mr. Hjelle also holds a J.D. degree from the Case Western Reserve School of Law.

40

John E. Neal, Director. Mr. Neal has been a Director of our company since 1998. Mr. Neal was Managing Director and Head of Corporate Banking for Banc One Capital Markets, Inc., a position he held from July 2000 through July 2004. He was hired as Head - Commercial Real Estate for Bank One Corporation in November 1998. From February 1995 until January of 1998, he was president of Kemper Funds, a unit of Zurich Kemper Investments, Inc. Mr. Neal joined Kemper in July 1992 as executive vice president of real estate at Kemper Financial Services and senior vice president at Kemper Corporation. Previously, Mr. Neal was with Continental Bank (now Bank of America) where he served in a variety of management and executive positions within the bank’s real estate department since 1974. He is a director of a number of mutual funds managed by Calamos. Mr. Neal holds a bachelor’s degree and master’s degree in business administration from Harvard University.

Christopher J. Perry, Director. Mr. Perry has been a Director of our company since 1998. Mr. Perry is a partner of CIVC Partners and of the ultimate general partner of the CIVC fund investing in Brickman Group Holdings in the Transaction. In addition to being a Director of our company, Mr. Perry is a Director of Kellermeyer Business Services, LLC, and LA Fitness International, LLC. Mr. Perry received a B.S. from the University of Illinois and an M.B.A. from Pepperdine University and is a certified public accountant.

John G. Schreiber, Director. Mr. Schreiber has been a Director of our company since 1998. Mr. Schreiber is President of Centaur Capital Partners, Inc., a family investment firm. He is also a Co-Founder and Partner of Blackstone Real Estate Advisors, L.P., which manages large real estate private equity funds. Mr. Schreiber is a Director of a number of mutual funds advised by T. Rowe Price Associates, Inc. Mr. Schreiber is also a Director of JMB Realty Corporation and a number of its affiliates. Prior to his retirement as an officer of JMB Realty Corporation in 1990, Mr. Schreiber was Chairman of JMB/Urban Development Co. and an Executive Vice President of JMB Realty Corporation. Mr. Schreiber holds a B.B.A. from Loyola University in Chicago and a master’s degree in business administration from Harvard University Graduate School of Business.

Employment Agreement

We entered into an Employment Agreement, dated as of April 12, 2004, with Scott Brickman. This Employment Agreement provides that Mr. Brickman will serve as our President and Chief Executive Officer through December 31, 2007, subject to automatic one-year extension periods, unless notice of non-renewal is given by one of the parties at least 90 days prior to the end of the then-current term.

Under this Employment Agreement, Mr. Brickman receives a base salary of $400,000 per year during the employment period, subject to annual adjustments to reflect changes in the national consumer price index. The employment agreement also provided for a one-time payment of $291,272 upon execution of the agreement. Mr. Brickman is also entitled to either the use of a company car or a $1,200 per month car allowance, reimbursement for expenses (including certain club memberships) and participation in all employee benefit programs generally available to senior executive employees. In addition, Mr. Brickman is entitled to receive a performance bonus for each fiscal year during the employment period in which we achieve EBITDA equal to at least 90% of the amount set forth in the annual operating budget. The size of this bonus varies from 60% to 125% of his base salary depending upon the extent to which EBITDA exceeds 90% of the budgeted amount.

This Employment Agreement provides that Mr. Brickman’s employment will continue until his death, permanent disability or incapacity, termination by us, or his resignation. If Mr. Brickman’s employment is terminated by us without cause or if he resigns for good reason (each as defined in the Employment Agreement), he will be entitled to his base salary and employee benefits through the first anniversary of his termination or resignation. If Mr. Brickman’s employment is terminated due to his death, permanent disability or incapacity, he (or his representative) shall be entitled to receive his base salary and employee benefits through the second anniversary of such termination. This Employment Agreement also contains customary non-solicitation and non-competition provisions.

Other Employment Arrangements

On March 23, 2006, we entered into an Employment and Consulting Agreement with our Chief Financial Officer Charles B. Silcox. Under the terms of the agreement, Mr. Silcox is expected to continue to serve as our Chief Financial Officer through June 30, 2006 at his current base salary of $186,300. Beginning July 1, 2006 through the end of the employment term in September 30, 2007, Mr. Silcox will serve as our Vice President of Finance. Mr. Silcox is eligible to receive a bonus for fiscal 2006 but not thereafter. After the end of the employment term, unless sooner terminated, Mr. Silcox will serve as a Senior Consultant for a consulting term ending June 30, 2014. As consideration for his services as a Senior Consultant, Mr. Silcox will receive a one time

41

payment of $100,000 and continued health care coverage for him and his spouse and eligible children through the consulting term. In the event we terminate Mr. Silcox’s employment or consultancy without cause, Mr. Silcox will be entitled to all unpaid salary or consulting payments, as applicable, together with continued health care coverage as described above, through the end of the consulting term.

The agreement with Mr. Silcox also provides, subject to certain exceptions, for our parent company Brickman Group Holdings, Inc. to repurchase up to 662 shares of its Class A Common Stock from Mr. Silcox by April 1, 2008 at fair market value as determined by Holdings’ board of directors. Our parent company and Mr. Silcox will have mutual call and put rights, exercisable at fair market value beginning in 2010, on the remaining 49 shares of Class A Common Stock owned by Mr. Silcox.

Mr. Timothy H. Pease has joined our company and, after an initial transition period, is expected to assume the role of Chief Financial Officer from Mr. Silcox on July 1, 2006.

In connection with the relocation of Executive Vice President Mark A. Hjelle to our headquarters office in Maryland, we entered into an Agreement dated January 7, 2004 with Mr. Hjelle. Under the Agreement, in the event of Mr. Hjelle’s resignation for executive good reason (as defined in the agreement), or termination for other than cause (as defined in the agreement), Mr. Hjelle will be entitled to severance equal to one year’s salary and bonus plus reimbursement for the loss, if any, on the sale of Mr. Hjelle’s Maryland residence should Mr. Hjelle sell this residence prior to the 5^th anniversary of the closing on the purchase of this residence.

In connection with the relocation of Chief Operating Officer Jeffrey R. Herold, we entered into a Promissory Note dated January 31, 2005, under which we loaned Mr. Herold $500,000. The loan was made in connection with Mr. Herold’s relocation to the our headquarters office in Maryland. Some or all of the loan may be forgiven based on Mr. Herold’s continued employment or the occurrence of certain other events as set forth in the Promissory Note.

Audit Committee Financial Expert

Our Board of Directors has determined that Christopher J. Perry, a member of the Board of Directors’ Audit Committee, constitutes an “audit committee financial expert” as defined in the applicable Securities and Exchange Commission rules and regulations, and that Mr. Perry is not “independent” as defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange’s listed company manual. Since our common stock is not currently listed on or with a national securities exchange or national securities association, we are not required to have a fully independent audit committee or an independent audit committee financial expert.

Code of Business Conduct and Ethics

We have adopted a code of ethics that applies to all of our senior executive and financial officers, including our principal executive officer (Chief Executive Officer) and our principal financial and accounting officer (Chief Financial Officer). This code of ethics will be provided without charge to any person requesting copies in writing from our Chief Financial Officer at our offices located at 375 South Flowers Mill Road, Langhorne, Pennsylvania 19047.

42

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table shows the compensation for 2005, 2004 and 2003 of our Chief Executive Officer and our executive officers (the “named executive officers”):

	Annual Compensation								Long-Term Compensation
Name	Years	Salary			Bonus		Other Annual Compensation		Securities Underlying Options	All Other Compensation
Scott W. Brickman	2005	$	421,301		$	566,487	$	18,964		$	—
Chief Executive Officer, Director	2004		691,272	(1)		342,487		4,830			—
	2003		274,446			374,480		6,280			—
Jeffery R. Herold	2005		285,000			163,249		8,347			50,735
Chief Operating Officer	2004		267,561			305,329		782			—
	2003		248,461			125,045		431			5,000
Charles B. Silcox	2005		178,769			41,389		277			—
Vice President and Chief Financial Officer	2004		173,623			61,195		1,435			—
	2003		143,077			69,534		1,889			—
Mark A Hjelle	2005		207,692			105,477		5,648			—
Executive Vice President	2004		204,423			206,157		593			—
	2003		143,077			69,377		544			—

(1) Includes a one-time payment as per the aforementioned employment agreement.

Equity Compensation

The following table details information regarding stock option grants issued by our parent company Brickman Group Holdings to named executive officers under the Brickman Group Holdings, Inc. 2003 Employee Stock Option Plan during the fiscal year ended December 31, 2005:

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	Number of Securities Underlying Options Granted	Percentage of Total Options Granted to Employees in Fiscal Year		Exercise of Base Price		Expiration Date	5%		10%
Jeffery R. Herold	37	2.1	%	100	%	3/7/2015	$	27,923	$	70,762
Charles B. Silcox	25	1.4	%	100	%	3/7/2015	$	18,490	$	46,856
Mark A. Hjelle	33	1.9	%	100	%	3/7/2015	$	24,904	$	63,112

43

In general, non-qualified stock options to purchase shares of Class A Non-Voting Common Stock of our parent company granted in 2005 vest over five years (with 40% becoming vested within 2 years of the date of grant and an additional 20% vesting over each of the following 3 years) and expire on March 7, 2015. In general, if a grantee voluntarily terminates his employment, vested options continue to be vested and exercisable for 6 months after termination. In the case of death, disability or retirement, vested options continue to be vested and exercisable for 30 days after termination.

Director Compensation

Directors are not entitled to receive any compensation for serving on our Board of Directors, except that our two outside directors are paid a Board of Directors’ fee of $15,000 per year. Outside directors on the compensation and audit committees of the Board of Directors are compensated with annual fees of $1,000 and $2,500, respectively. Directors are reimbursed for their out-of-pocket expenses incurred in connection with such services.

Compensation Committee Interlocks and Insider Participation

The compensation arrangements for our executive officers were established pursuant to arms-length negotiations with each executive officer. During 2004, our Chief Executive Officer, Scott W. Brickman, participated in deliberations of our Board of Directors concerning executive officer compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Brickman Group, Ltd. is a wholly owned subsidiary of Brickman Group Holdings. The holders of Brickman Group Holdings’ common stock, on a fully diluted basis, are as follows:

Holder:	Percent
Brickman family members	54	%
CIVC and associated investors	36	%
Management of The Brickman Group, Ltd. excluding Brickman family	10	%
Total	100	%

The address for management of our company and Brickman family members is c/o The Brickman Group, Ltd.,18227 Flower Hill Way, Suite D, Gaithersburg, Maryland 20879. The address of CIVC is 191 North Wacker Drive, Suite 1100, Chicago, Illinois 60606.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Recapitalization, Stock Purchase and Related Agreements

The Recapitalization Agreement entered into in connection with the Transaction contains covenants which, among other things, limit management’s discretion by restricting our and/or our parent company’s ability (subject to various exceptions or approval by its stockholder CIVC Sidecar Fund, L.P., or CIVC) to:

• borrow money;

• pay dividends or purchase stock;

• increase compensation to executives, unless approved by the compensation committee of the board of directors;

• issue common stock or securities convertible into common stock for less than their fair market value;

• make investments or acquire businesses;

• dispose of material assets outside of the ordinary course of business;

• enter into certain transactions with affiliates; and

• change the type of business that we conduct.

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The Recapitalization Agreement also provides CIVC and their affiliates and co-investors with a right to put their Class A common stock of Brickman Group Holdings to Brickman Group Holdings, subject to prior payment in full of the senior subordinated notes, for its fair market value at any time during April and May of 2008, 2009 or 2010 (subject to any restrictions in Brickman Group Holdings’ debt agreements prior to the maturity of the senior subordinated notes). Brickman Group Holdings has the right to call this stock, subject to prior payment in full of the senior subordinated notes, for its fair market value at any time during April and May after the sixth anniversary and, in limited circumstances, after the fifth anniversary of the closing of the Transaction (subject to any restrictions in Brickman Group Holdings’ debt agreements prior to the maturity of the senior subordinated notes). The Recapitalization Agreement also provides Brickman Group Holdings’ primary outside investors with the benefit of customary affirmative covenants pertaining to the basic maintenance and conduct of the business, including customary information and inspection rights.

In connection with the transactions described above, our company and certain former holders of our preferred stock entered into an Indemnity Agreement pursuant to which we agreed to indemnify these holders for certain costs, if any, arising from the exchange of such preferred stock for shares of Brickman Group Holdings, Inc.’s common stock.

Stockholders Agreement

Pursuant to a stockholders agreement entered into in connection with the Transaction, Brickman Group Holdings and its stockholders agreed, among other things, to establish the composition of the board of directors, assure continuity in ownership and to limit the manner in which shares of Brickman Group Holdings’ stock may be transferred. The agreement provides that the board of directors will be established at no more than seven directors, with two designated by CIVC and its affiliates and the remainder designated by representatives of the Brickman family.

The stockholders agreement generally restricts the transfer of any shares of Brickman Group Holdings’ stock held by the parties to such agreement other than members of the Brickman family with certain limited exceptions that include, but are not limited to, registered public offerings and sales under Rule 144 of the Securities Act. Some of Brickman Group Holdings’ stockholders have a right of first refusal with respect to specified transfers of Brickman Group Holdings’ shares. Certain managers, CIVC and their affiliates and permitted transferees, subject to certain limited exceptions, have the right to participate in any transfer of Brickman Group Holdings’ shares by a member of the Brickman family.

Brickman Group Holdings also has granted members of the Brickman family, certain managers, CIVC and their affiliates and permitted transferees preemptive rights in connection with certain issuances of Brickman Group Holdings stock.

A separate stockholders agreement among Brickman Group Holdings and the members of the Brickman family imposes similar restrictions on the transfer of the Brickman family’s Brickman Group Holdings’ stock. It also provides the Brickman family with a right to participate in a put or call with respect to shares held by CIVC and its co-investors and affiliates.

Registration Agreement

Under the registration agreement entered into in connection with the Transaction, some of Brickman Group Holdings’ stockholders have the right, subject to specified conditions, to require Brickman Group Holdings to register any or all of their shares of common stock under the Securities Act on Form S-1, a “long-form registration,” or on Form S-2 or Form S-3, a “short-form registration,” in each case at Brickman Group Holdings’ expense. Brickman Group Holdings is not required, however, to affect any such long-form registration or short-form registration during any lock-up period imposed by an underwriter in an underwritten public offering. All holders of registrable securities are entitled to request inclusion of such securities in any registration agreement at Brickman Group Holdings’ expense whenever Brickman Group Holdings proposes to register any securities under the Securities Act, subject to customary exceptions and cut-backs.

In connection with all such registrations, Brickman Group Holdings has agreed to indemnify all holders of registrable securities against certain liabilities, including liabilities under the Securities Act. In addition, all the parties to the registration agreement have agreed not to make any public sales of their registrable securities during certain black-out periods.

Real Property Leases

We lease certain land, office buildings and improvements from Brickman Leasing, L.L.C., an entity owned by two of Brickman Group Holdings, Inc.’s stockholders who are also our directors and one of whom is a named

45

executive officer. There are three leases between Brickman Leasing, L.L.C. covering our corporate offices in Langhorne, Pennsylvania and our operations in Long Grove, Illinois and St. Louis, Missouri. The leases are triple net leases and expire on December 31, 2006. Total rental expense paid on these leases was approximately $318,000, $387,000 and $397,000 in 2003, 2004 and 2005, respectively. There were no amounts due to or from this stockholder employee as of December 31, 2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following services were provided by PricewaterhouseCoopers LLP during the years ended December 31, 2004 and 2005:

	2004		2005
Audit fees	$	203,000	$	268,000
Tax fees		92,000		86,000
All other fees		6,000		17,000
Total	$	301,000	$	371,000

• Audit Fees—These are fees for professional services billed for the audit of the consolidated financial statements included in our annual report on Form 10-K, the review of consolidated financial statements included in our reports on Form 10-Q, comfort letters, consents and assistance with and review of documents filed with the SEC.

• Tax Fees—These are fees for all professional services performed by professional staff of our independent accountant’s tax division except those services related to the audit of its financial statements. These include fees for tax compliance. Tax compliance involves preparation of original and amended tax returns, refund claims and tax payment services.

• All Other Fees—These are fees for other permissible services performed that do not meet the above category descriptions.

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PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (2) Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts and Reserves

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted.

The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index starting on page E-1 of this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on, March 24, 2006.

THE BRICKMAN GROUP, LTD.
/s/ Charles B. Silcox
By:	Charles B. Silcox
Its:	Vice President and Chief Financial Officer

According to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 24, 2006.

Signatures	Capacity
/s/ Scott W. Brickman Scott W. Brickman	Chief Executive Officer, Director (principal executive officer)
/s/ Charles B. Silcox Charles B. Silcox	Vice President and Chief Financial Officer (principal financial and accounting officer)
/s/ Theodore W. Brickman, Jr. Theodore W. Brickman, Jr.	Chairman of the Board and Director
/s/ John E. Neal John E. Neal	Director
/s/ Christopher J. Perry Christopher J. Perry	Director
/s/ John G. Schreiber John G. Schreiber	Director

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EXHIBIT INDEX

		Incorporated by reference
Exhibit No.	Description	Form	Filing Date
2.1	Recapitalization Agreement, dated as of December 20, 2002, among The Brickman Group, Ltd., the stockholders of The Brickman Group, Ltd. signatories thereto, Brickman Group Holdings, Inc. and CIVC Sidecar Fund, L.P.	S-4	January 31, 2003
3.1	The Brickman Group, Ltd. Certificate of Amended and Restated Certificate of Incorporation	S-4	January 31, 2003
3.1.1	Certificate of Amendment to Certificate of Incorporation effective July 31, 2003	10-Q	August 8, 2003
3.2	The Brickman Group, Ltd. By-Laws	S-4	January 31, 2003
4.1	Indenture, dated as of December 20, 2002 between The Brickman Group, Ltd., the Guarantors named therein and Bank One, N.A., as Trustee	S-4	January 31, 2003
4.3	Form of $150,000,000 The Brickman Group, Ltd. 11 3/4% Senior Subordinated Notes due 2009 issued in the 2003 Exchange Offer	S-4	January 31, 2003
4.4	Form of Guaranty issued by the Guarantors of the 11 3/4% Senior Subordinated Notes due 2009	S-4	January 31, 2003
4.5	Supplemental Indenture, dated as of April 1, 2005 among Brickman Group LLC, The Brickman Group, Ltd. and J.P. Morgan Trust Company, National Association	10-Q	May 12, 2005
10.1	Registration Rights Agreement dated as of December 20, 2002 by and among The Brickman Group, Ltd. as Issuer, the guarantors of The Brickman Group, Ltd. signatory thereto, and CIBC World Markets Corp. and Lehman Brothers Inc. as Initial Purchasers	S-4	January 31, 2003
10.2	Credit Agreement, dated as of December 20, 2002, among The Brickman Group, Ltd., the guarantors party thereto, the lenders party thereto and Antares Capital Corporation, as agent	S-4	January 31, 2003
10.3	Borrower Security Agreement, dated as of December 20, 2002, among The Brickman Group, Ltd. and Antares Capital Corporation	S-4	January 31, 2003
10.4	Indemnity Agreement, dated as of December 20, 2002, among The Brickman Group, Ltd., Brickman Group Holdings, Inc. and the stockholders of The Brickman Group, Ltd. signatories thereto	S-4	January 31, 2003
10.5	Employment Agreement, dated January 14, 1998, between The Brickman Group, Ltd., Brickman Group Holdings Corp. and Scott Brickman	S-4	January 31, 2003
10.6	Form of letter to outside directors re compensation provided to Messrs. Neal and Schreiber	S-4	January 31, 2003
10.7.1	Third Amendment to Lease Agreement, dated as of January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding property located in Langhorne, Pennsylvania	10-Q	May 11, 2004
10.8.1	Third Amendment to Lease Agreement, dated as of January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding property located in Long Grove, Illinois	10-Q	May 11, 2004
10.9.1	Third Amendment to Lease Agreement, dated as of January 1, 2004, between Brickman Leasing L.L.C. and The Brickman Group, Ltd. regarding property located in St. Louis, Missouri	10-Q	May 11, 2004

E-1

		Incorporated by reference
Exhibit No.	Description	Form	Filing Date
10.12	Confidentiality and Non-Competition Agreement, dated as of July 31, 1998, by and among The Brickman Group, Ltd. and Jeffrey R. Herold	S-4	January 31, 2003
10.13	Form of Confidentiality and Non-Competition Agreement between The Brickman Group, Ltd. and certain executive officers including Messrs. Silcox and Hjelle	S-4	January 31, 2003
10.15	Agreement, dated January 7, 2004 by and among The Brickman Group, Ltd. and Mark A. Hjelle	10-K	March 30, 2004
10.16	Brickman Group Holdings, Inc. 2003 Employee Stock Option Plan	10-K	March 30, 2004
10.17	Brickman Group Holdings, Inc. Management Redemption Plan For Management Stockholders	10-K	March 30, 2004
10.18	Form of Stock Option Award Agreement	10-K	March 30, 2004
10.19	Amendment to Credit Agreement dated as of April 16, 2004 among The Brickman Group, Ltd. and AntaresCapital Corporation, as Administrative Agent and General Electric Capital Corporation as Syndication Agent and LaSalle Bank National Association as Documentation Agent and Harris Trust and Saving Bank as Co-Agent	8-K	April 20, 2004
10.20	Credit Agreement dated as of April 16, 2004 by and among Brickman Group Holdings, Inc. as Borrower, Antares Capital Corporation for itself and as Agent for all Lenders and the other financial institutions party hereto as Lenders	8-K	April 20, 2004
10.21	Amended and Restated Employment Agreement, dated April 12, 2004 between The Brickman Group, Ltd., Brickman Group Holdings, Inc. and Scott Brickman	10-Q	May 11, 2004
10.22	Lease Agreement, dated as of September 26, 2003, by and among Pettit Commercial Properties, LLC and The Brickman Group, Ltd. regarding property located in Gaithersburg, Maryland	8-K	November 5, 2004
10.23	Promissory Note, dated January 31 2005, by and among Jeffrey R. Herold and Catherine Herold in favor of The Brickman Group, Ltd.	8-K	February 2, 2005
10.24	Agreement and Plan of Merger by and among Brickman Group Holdings, Inc., Brickman Group, LLC, and Brickman Acquisitions Ltd. and the shareholders of Brickman Acquisitions Ltd. dated April 1, 2005	10-Q	May 12, 2005
10.25*	Employment and Consulting Agreement, dated March 23, 2006, among The Brickman Group, Ltd., Brickman Group Holdings, Inc. and Charles B. Silcox.
12.1*	Statement Regarding Computation of Ratios
21.2*	Subsidiaries of the Registrant
31.1*	Certification by Scott W. Brickman, Chief Executive Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification by Charles B. Silcox, Chief Financial Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification by Scott W. Brickman, Chief Executive Officer, and Charles B. Silcox, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

E-2

THE BRICKMAN GROUP, LTD.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(in thousands)

		Additions
Description	Balance at beginning of period	Charged to costs and expenses	Charged to other accounts	Deductions - write offs	Balance at end of period
	For the period January 1 to December 31, 2005
Allowance for uncollectible accounts receivable	2,336	1,905		903	3,338
	For the period January 1 to December 31, 2004
Allowance for uncollectible accounts receivable	2,230	1,074		968	2,336
	For the period January 1 to December 31, 2003
Allowance for uncollectible accounts receivable	2,044	878		692	2,230

EX-10.25

Exhibit 10.25

EMPLOYMENT AND CONSULTING AGREEMENT

This Employment and Consulting Agreement (the “Agreement”) is dated March 23, 2006 and is among The Brickman Group, Ltd. (“Company”), Brickman Group Holdings, Inc. (“Holdings”) and Charles B. Silcox (“Executive” and, together with Company and Holdings, the “Parties”).

WHEREAS, Executive is now, and has been serving as Vice President and Chief Financial Officer of Company;

WHEREAS, Company desires to continue to employ Executive or use his services in various capacities, upon the terms and conditions hereinafter set forth;

WHEREAS, Executive desires to continue to be employed by Company or provide services in various capacities, upon the terms and conditions hereinafter set forth; and

WHEREAS, Holdings and Executive wish to establish the terms upon which Holdings will repurchase Executive’s stock and options to purchase stock of Holdings.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, and intending to be legally bound hereby, the Parties agree as follows:

1. Full-Time Employment.

(a) Term. Unless sooner terminated as hereinafter provided, Company shall employ Executive, on a full-time basis, effective from February 1, 2006 (the “Effective Date”) through September 30, 2007 (“Full-Time Employment Term”).

(b) Duties. From the Effective Date through June 30, 2006 (or such other date as determined by Company), Executive shall continue as Vice President and Chief Financial Officer, and his duties shall continue as they currently are assigned. On July 1, 2006 (or such other date as determined by Company), Executive’s title shall change to Vice President of Finance and shall remain so until the end of the Full-Time Employment Term. As Vice President of Finance, Executive shall fulfill the duties and responsibilities assigned to him by Company’s Chief Financial Officer and/or Company’s Executive Vice President, including providing general support to the Chief Financial Officer in the areas of accounting and finance. Executive shall, at all times, faithfully, industriously, and to the best of his ability, perform all duties that may be required of him in his capacities as Vice President and Chief Financial Officer and then as Vice President of Finance. As the positions set forth in this Section 1(b) are full-time positions, Executive agrees to devote his full time, effort, attention, and energies to the performance of his duties under this Section 1(b). During the Full-Time Employment Term, Executive shall regularly report to Company’s Langhorne, Pennsylvania offices.

(c) Compensation. For all services rendered by Executive during the Full-Time Employment Term, Company agrees to pay Executive an initial annualized salary, at his current rate, of One Hundred Eighty Six Thousand, Three Hundred Dollars ($186,300.00) (the “Full-Time Base Salary”), less all applicable payroll deductions and withholdings, in regular intervals and in accordance with Company’s normal payroll practices. The annualized rate constituting Executive’s Full-Time Base Salary shall increase to One Hundred Ninety-Two Thousand, Eight Hundred Dollars ($192,800.00), beginning with the first regularly scheduled bi-weekly payroll distribution in March 2007. During the Full-Time Employment Term for fiscal

2006, should Company decide to make a discretionary bonus distribution to all full-time employees, Executive will receive a bonus in accordance with Company’s discretionary bonus distribution program payable in May 2007. Executive will not be eligible for any bonuses for periods after fiscal 2006.

(d) Benefits. During the Full-Time Employment Term, Executive shall continue to receive those benefits that Company makes generally available to its full-time employees.

2. Consultancy.

(a) Term. Beginning on October 1, 2007, Executive’s status as an employee of Company shall terminate, and Company shall engage Executive, on a part-time basis, as a Senior Consultant (on an independent contractor basis). Unless sooner terminated as hereinafter provided, Executive’s consultant status shall continue through June 30, 2014 (“Consultancy Term” and, together with Full-Time Employment Term, “Term of Agreement”).

(b) Duties. As a Senior Consultant, Executive shall devote time and attention as necessary to fulfill the duties and responsibilities reasonably requested and/or assigned by Company’s Chief Financial Officer and/or Company’s Executive Vice President to Executive, including providing general support to the Chief Financial Officer in the areas of accounting and finance. Executive shall be required to provide a minimum of 100 hours of service as a Senior Consultant in each full calendar year during the Consultancy Term.

(c) Compensation. For all services rendered by Executive during the Consultancy Term, Company agrees to pay Executive a one-time payment equal to One Hundred Thousand Dollars ($100,000.00) (“Consultant Payment”), payable no later than 10 days after the beginning of the Consultancy Term.

(d) Healthcare; No Other Benefits. During the Consultancy Term, Company shall continue Executive’s participation in Company’s group medical benefits plan, as it may be amended from time to time (the “Company Medical Plan”), on the same terms and conditions and to the same extent as are made available from time to time to Company’s active full-time employees. Medical coverage to be provided to Executive under this Section 2(d) shall include coverage for Executive’s spouse and dependent children so long as they remain eligible under the terms of the Company Medical Plan, on the same terms and conditions on which other active full-time employees may elect to provide medical coverage for their families under Company Medical Plan. All other benefits being provided to Executive will cease at the end of the Full-Time Employment Term.

3. Resources/Reimbursement of Expenses.

(a) Resources. During the Term of Agreement, Company will provide Executive a computer and communication line for use in performance of his duties hereunder.

(b) Reimbursement of Expenses. Subject to approval by the Executive Vice President or Chief Financial Officer, Company shall reimburse Executive for all reasonable expenses incurred by Executive in connection with his employment or consultancy hereunder, provided however, that such expenses were incurred in conformance with the policies of Company, as established from time to time, and Executive submits any records reasonably required by Company in support of the amount and nature of such expenses.

4. Repurchase of Holdings Equity.

(a) Investor Shares. Subject to Section 4(c) hereof, Holdings or its designee may elect to purchase from Executive (the “Call Option”), and Executive may elect to sell to Holdings or its designee (the “Put Option”), during the period from April 1 through and including June 30 beginning in 2010 and in each successive year thereafter, in each case by written notice delivered by the electing party to the other party (the “Repurchase Notice”), the 48.821 shares of Class A Common Stock, par value $.001 per share, of Holdings owned by Executive (subject to adjustment for any stock split, stock dividend, recapitalization or other similar event, the “Investor Shares”). The purchase price for the Investor Shares pursuant to the Put Option or the Call Option shall be the fair market value of the shares as of the end of the fiscal year immediately preceding the year in which the shares are repurchased, as determined in good faith by the board of directors of Holdings consistent with its past practices (including the application of discounts for the lack of liquidity and minority holder status of the shares) using the financial statements as of and for the fiscal year immediately preceding the year in which the shares are repurchased (the “Investor Share FMV Price”). Subject to Section 4(c) hereof, the closing for the sale of the Investor Shares pursuant to the Call Option or Put Option (the “Closing”) shall take place at the offices of Company, at 10:00 a.m. local time on a date (1) selected by Holdings not more than 90 days after delivery of the Repurchase Notice or (2) at such other time or place as Holdings and Executive may agree upon. At the Closing, Executive will deliver certificates representing the Investor Shares (accompanied by duly executed stock powers with signatures guaranteed and other appropriate documentation of authority to transfer) to be purchased by Holdings against payment of the Investor Share FMV Price (net of any applicable tax withholdings) by wire transfer of immediately available funds. Executive will deliver such shares free and clear of all liens, claims and encumbrances (other than any encumbrances arising under the stockholders agreement to which Holdings and Executive are party).

(b) Incentive Shares and Options. With respect to the 392.325 shares of Class A Common Stock of Holdings and options (“Incentive Options”) to purchase 269.5 shares of Class A Common Stock of Holdings held by Executive (collectively, subject to adjustment for any stock split, stock dividend, recapitalization or other similar event, the “Incentive Shares”):

(i) In the event of a merger, recapitalization or other stock sale transaction occurring on or prior to December 31, 2007 pursuant to which management holders of Holdings are generally entitled to sell for cash Class A Common Stock of Holdings (a “Qualified Stock Transaction”), Executive shall sell all of his Incentive Shares (including all Incentive Options vested as of the closing of the Qualified Stock Transaction, but excluding any Unvested Incentive Options (as defined below)) to Holdings or its designee on the terms and conditions (including repurchase price) applicable to shares of Class A Common Stock being sold for cash by management holders of Holdings in the Qualified Stock Transaction. The purchase price paid for such Incentive Shares shall be net of any applicable tax withholdings and as applied to shares subject to Incentive Options will be net of the exercise price required to be paid pursuant to such Incentive Options. Unvested Incentive Options, if any, will be cancelled without payment. The closing of such sale shall take place concurrently with the closing of the Qualified Stock Transaction; and

(ii) In the event a Qualified Stock Transaction does not occur, then subject to Section 4(c) hereof, Holdings or its designee shall purchase from Executive, and Executive shall sell to Holdings or its designee, the Incentive Shares (excluding any Unvested Incentive Options which shall be terminated and cancelled without payment) on April 1, 2008, or such other date as is mutually agreed, at the Incentive Share FMV Price. The “Incentive Share FMV Price” shall be the fair market value of the shares as of December 31, 2007, as determined in good faith by Holding’s board of directors consistent with its past practices (including the application of discounts for the lack of liquidity and minority holder status of the shares) using the financial statements as of and for the year ending December 31, 2007. The payment of the Incentive Share FMV Price shall be net of the exercise price applicable to the Incentive Options

(excluding Unvested Incentive Options) and net of any applicable tax withholdings. At the closing, Executive will deliver certificates representing the Incentive Shares (accompanied by duly executed stock powers with signatures guaranteed and other appropriate documentation of authority to transfer) to be purchased by Holdings or its designee against payment of the Incentive Share FMV Price (net of any applicable tax withholdings and the exercise price of the Incentive Options) by wire transfer of immediately available funds. Executive will deliver such shares free and clear of all liens, claims and encumbrances (other than any encumbrances arising under the stockholders agreement to which Holdings and Executive are party).

(iii) As used herein, “Unvested Incentive Options” shall be equal to zero except to the extent that Executive terminates the Term of Agreement pursuant to Section 6(c) hereof (an “Employee Voluntary Termination”) or the Company terminates the Term of Agreement pursuant to Section 6(b) hereof (an “Employee Cause Termination”) in each case prior to the earlier to occur of (1) September 30, 2007 and (2) the consummation of any Qualified Stock Transaction. In the event of such an Employee Voluntary Termination, “Unvested Incentive Options” shall mean that number of Incentive Options which, based on their regularly scheduled vesting periods, have not vested as of the date of such Employee Voluntary Termination. In the event of such an Employee Cause Termination, all Incentive Options shall be deemed “Unvested Incentive Options” for purposes of this Agreement, and Holdings’ and Executive’s rights and obligations with respect to such Incentive Options shall be governed exclusively by the terms and conditions of the option grant agreements and plans pursuant to which such Incentive Options were issued.

(c) Payment Subject to Applicable Law and Compliance with Debt Instruments. It shall be a condition to the obligation of Holdings to make any of the repurchases required by Section 4(a) or 4(b)(ii) above (i) that Holdings have funds legally available therefor and (ii) that such payment not violate, breach or conflict with, or cause any default under (or constitute any event that, with notice or the passage of time, or both, would constitute such a default), any debt instrument of Holdings or Company. In the event that Holdings does not have funds legally available to pay any portion of the Incentive Share FMV Price or the Investor Share FMV Price (as applicable, the “FMV Price”), or if payment of any portion of the applicable FMV Price would violate, breach or conflict with, or cause any default under (or constitute any event that, with notice or the passage of time, or both, would constitute such a default), such a debt instrument, then notwithstanding the provisions of Section 4(a) or 4(b)(ii) above to the contrary, any such repurchases required to be made by Holdings hereunder shall be deferred until such time as Holdings shall have funds legally available therefor and such payment would not violate, breach or conflict with, or cause any default under (or constitute any event that, with notice or the passage of time, would constitute such a default), such a debt instrument; provided, however, that to the extent the applicable FMV Price is not paid to Executive in full in cash by the latest date that may be specified by Holdings for the closing of such repurchase, such portion of the applicable net FMV Price as has not then been paid at such time will thereafter bear interest at a per annum rate of 12% until such portion is paid in full in cash to Executive.

(d) Other Restrictions; Survival. The provisions provided herein with respect to Executive’s Investor Shares and Incentive Shares are in addition to, and shall in no way limit, the transfer and other restrictions applicable to such shares pursuant to Holdings’ stockholders agreement, recapitalization agreement and equity plans to which such shares are and shall remain subject (the “Other Agreements”). The agreements contemplated by this Section 4 shall survive any termination pursuant to Section 6 hereof and shall be binding on and inure to the benefit of Executive’s heirs, executors, administrators and permitted assigns. If Executive makes any transfer of the Investor Shares or Incentive Shares permitted by the Other Agreements, it shall be a further condition to such transfer that such permitted transferee of Executive agree in writing that the permitted transferee shall be, and the shares shall continue to be, bound by the terms and provisions of this Section 4 and the other provisions of this Agreement applicable to such shares, and any such purported transfer or assignment in violation of this provision shall be without force or effect and void ab initio.

5. Representations by Executive.

(a) Executive represents that he presently has no duties or obligations to any person or entity that will prevent or impair his ability to perform his duties and responsibilities under this Agreement.

(b) Executive agrees to abide by the policies, rules and regulations of Company as they may be amended from time to time.

6. Termination. The Term of Agreement may be terminated as provided in this Section 6.

(a) Involuntary Termination Without Cause. The Term of Agreement may be terminated by Company at any time without cause, upon ninety (90) days written notice to Executive. In such case, Company shall: (1) pay Executive all compensation and benefits accrued, but unpaid, up to the date of termination; (2) pay Executive any unpaid Full-Time Base Salary, less any applicable payroll deductions and withholdings, in regular intervals in accordance with Company’s payroll practices, through the date upon which the Full-Time Employment Term would have ended had it not been terminated earlier under this Section 6(a), (3) pay Executive the Consultant Payment no later than October 10, 2007 to the extent not previously paid; and (4) continue to provide Executive healthcare (medical only) benefits, to the extent that would be required under Section 2(d) hereof had the Term of Agreement not been terminated earlier under this Section 6(a). As a condition of Company’s obligations under Sections 6(a)(2)-(4), Executive must sign a general release of all claims and a non-disparagement agreement in a form satisfactory to Company. During the period that Executive receives any payments or benefits under Section 6(a)(2)-(4), if he engages in any conduct that is prohibited by the Confidentiality and Non-Competition Agreement (attached hereto as Attachment A), Company’s obligations under Sections 6(a)(2)-(4) will cease immediately.

(b) Termination For Cause. The Term of Agreement may be terminated by Company at any time for Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following events: i) any gross failure on the part of Executive to faithfully and professionally carry out Executive’s duties or to comply with any other material provision of this Agreement, which failure is not cured within thirty (30) days after written notice thereof by Company, provided that Company shall not be required to provide such notice in the event that such failure (A) is not susceptible to remedy or (B) relates to the same type of acts or omissions as to which such notice has been given on a prior occasion; ii) Executive’s dishonesty (which shall include without limitation any misuse or misappropriation of Company’s assets), or other willful misconduct (including without limitation any conduct on the part of Executive intended to or likely to injure the business of Company); iii) Executive’s conviction for any felony or for any other crime involving moral turpitude, whether or not relating to Executive’s employment; iv) Executive’s insobriety or use of drugs, chemicals or controlled substances either (A) in the course of performing Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of Executive to perform the same; v) Executive’s failure to comply with a lawful written direction of Company; or vi) any wanton or willful dereliction of duties by Executive. The existence of any of the foregoing events or conditions shall be determined by Company in the exercise of its reasonable judgment. In the case of a termination for Cause, Company shall pay Executive all compensation and benefits accrued, but unpaid, up to the date of termination, but Executive shall be entitled to no additional compensation or benefits (including medical benefits).

(c) Voluntary Resignation. Executive may voluntarily terminate the Term of Agreement upon ninety (90) days written notice to Company. In such event, Company shall pay Executive all compensation and benefits accrued, but unpaid, up to the date of termination, but Executive shall be entitled to no additional compensation or benefits (including medical benefits). At Company’s sole option, Company may choose to relieve Executive of his duties for some or all of the ninety (90) day notice period provided for in this Section 6(c), in which case Company will continue to pay Executive his regular compensation and benefits during the notice period.

(d) Disability. If Executive becomes disabled such that either (1) he is unable to perform the essential functions of his position for more than one hundred eighty (180) days in any twelve (12) month period during the Full-Time Employment Term or (2) he is unable to perform the essential functions of his position for any six (6) month period during the Consultancy Term, Company shall have the right to terminate Executive’s employment or consultancy, as applicable, upon written notice to Executive. In the case of a termination under this Section 6(d), Company shall pay Executive compensation and benefits to the same extent and subject to the same conditions (including execution of a general release and non-disparagement agreement and compliance with the Confidentiality and Non-Competition Agreement) required for an involuntary termination without cause pursuant to Section 6(a) hereof . Executive shall be entitled to no additional compensation or benefits from Company, except for any disability benefits that may be available pursuant to any group benefit plan or policy in effect at Company.

(e) Death. During the Term of Agreement, in the event of the death of Executive, this Agreement shall automatically terminate and any obligation to continue to pay compensation and benefits shall cease as of the date of death. Executive’s estate shall be entitled to no additional compensation or benefits from Company, except for any death-related benefits that may be available pursuant to any group benefit plan or policy in effect at Company.

7. Non-Competition/Non-Solicitation/Confidential Information. Executive remains bound by the Confidentiality and Non-Competition Agreement, attached hereto as Attachment A and redelivered to Executive concurrently herewith, that he signed on July 31, 1998, throughout the Term of Agreement and thereafter as provided in the Confidentiality and Non-Competition Agreement. The Confidentiality and Non-Competition Agreement shall apply during the Consultancy Term as if Executive were still employed by Company during the Consultancy Term. Accordingly, the one-year post-employment period referenced in the Confidentiality and Non-Competition Agreement shall not begin until after the Consultancy Term has ended.

8. Remedies. Because Executive’s services are personal and unique and because Executive may have access to and become acquainted with Confidential Information (as defined in the Confidentiality and Non-Competition Agreement) of Company, Company and Holdings shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that Company and Holdings may have for a breach of this Agreement. In the event that Executive performs services for other entities following the Term of Agreement, Executive hereby consents to the notification of Executive’s new employer of Executive’s rights and obligations under this Agreement.

9. Notice. For purposes of this Agreement, notice shall be in writing and shall be deemed to have been duly given as of the date thereof if delivered in person or telecopy, or as of the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Executive:	Charles B. Silcox
	1005 Westfield Road
	Moorestown, NJ 08057

If to Company or Holdings:	The Brickman Group, Ltd.
	Suite D
	18227 Flower Hill Way
	Gaithersburg, MD 20879
	Attention: Mark A. Hjelle
	Facsimile: (240) 683-2030

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of changes of address shall be effective upon receipt.

10. Applicable Law; Choice of Venue. This Agreement shall be interpreted and construed under the substantive laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law, unless federal law applies. Any suit, action or proceeding arising out of or relating to this Agreement may be instituted only in the United States District Court for the Eastern District of Pennsylvania, United States of America, or in the absence of jurisdiction, the state courts located in Bucks County, Pennsylvania, and each party hereto generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts. Each party irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including any objection based on the grounds of forum non conveniens, in the aforesaid courts.

11. Severability. The terms of this Agreement and each paragraph thereof shall be considered severable and the invalidity or unenforceability of any part thereof shall not affect the validity or enforceability of the remaining portions or provisions hereof.

12. Assignment. The rights and obligations of Company and Holdings under this Agreement shall inure to the benefit of and be binding upon their successors and assigns. Executive consents to assignment to any successor in interest. Except as set forth in paragraph 4(d) hereof, neither this Agreement nor any rights or interests herein or created hereby may be assigned or otherwise transferred voluntarily or involuntarily by Executive.

13. Waiver. The waiver by Company, Holdings or Executive of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

14. Entire Agreement; Prior Agreements; Amendment. This instrument contains the entire agreement of the Parties with respect to the subject matter hereof and supercedes any and all prior or contemporaneous agreements, oral or written, with the exception of the Confidentiality and Non-Competition Agreement, attached hereto as Attachment A. This Agreement may not be changed, altered, or otherwise amended except by an agreement in writing signed by the Parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THE BRICKMAN GROUP, LTD.
By:	/s/ Mark A. Hjelle
Name:	Mark A. Hjelle
Title :	Executive Vice President
BRICKMAN GROUP HOLDINGS, INC.
By:	/s/ Mark A. Hjelle
Name:	Mark A. Hjelle
Title :	Executive Vice President

/s/ Charles B. Silcox

Charles B. Silcox

EX-12.1

EXHIBIT 12.1

THE BRICKMAN GROUP, LTD.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in thousands)

	Years ended December 31,
	2003		2004		2005
Earnings before Income Taxes and Fixed Charges:
Income before income taxes	$	1,971	$	15,241	$	24,609
Fixed charges		22,634		22,639		22,917
Earnings before income taxes and fixed charges		24,605		37,880		47,526
Fixed Charges:
Interest on indebtedness, net		20,022		19,820		19,943
Amortization of deferred financing costs		1,309		1,350		1,344
Estimated interest factor for rentals		1,303		1,469		1,630
Total fixed charges	$	22,634	$	22,639	$	22,917
Ratio of Earnings to Fixed Charges		1.1x		1.7x		2.1x

EX-21.2

Exhibit 21.2

THE BRICKMAN GROUP, LTD.

Subsidiaries

The Brickman Group, Ltd. has one subsidiary, Brickman Group LLC, incorporated in the State of Delaware.

EX-31.1

Exhibit 31.1

CERTIFICATION BY SCOTT W. BRICKMAN

Section 302—CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Scott W. Brickman, certify that:

1. I have reviewed this report on Form 10-K of The Brickman Group, Ltd.;

2. Based on my knowledge, this 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 with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2006

/s/ Scott W. Brickman

Scott W. Brickman

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHARLES B. SILCOX

Section 302—CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Charles B. Silcox, certify that:

1. I have reviewed this report on Form 10-K of The Brickman Group, Ltd.;

2. Based on my knowledge, this 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 with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2006

/s/ Charles B. Silcox

Charles B. Silcox

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to §906 of the Sarbanes-Oxley Act of 2002 (pursuant to 18 U.S.C. §1350) each of the undersigned officers of The Brickman Group, Ltd. (the Company) hereby certify, with respect to its Report on Form 10-K for the year ended December 31, 2005 (the “Report”) that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 24, 2006

/s/ Scott W. Brickman

Scott W. Brickman

Chief Executive Officer

/s/ Charles B. Silcox

Charles B. Silcox

Chief Financial Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.