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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

for the fiscal year ended December 31, 2003

OR

for the transition period from              to              .

COMMISSION FILE NUMBER: 333-102885

THE BRICKMAN GROUP, LTD.

(Exact name of registrant as specified in its charter)

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

None.

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

None.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 an accelerated filer (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.

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PART I

ITEM 1. BUSINESS

General

The Brickman Group, Ltd. (the “Company” or “We” or “Brickman”) is one of the largest providers of commercial landscape maintenance services in the United States, servicing commercial properties in 23 states. Brickman was founded in 1939 and has been continually managed by members of the Brickman family. The Company provides 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 the Company’s 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. Brickman also provides snow removal services to its landscape maintenance customers in order to fulfill their needs and to leverage its infrastructure during the winter months. In addition, Brickman provides its customers with landscape design/build services, which enhance its technical capabilities and brand recognition.

Landscape maintenance services have accounted for over 75% of the Company’s revenue in each of the last five years. The Company develops partnerships with its customers and emphasizes long-term relationships rather than one-time projects or small assignments. Most of its maintenance contracts are on a fixed annual fee basis. Over the past five years, the Company has retained an average of approximately 89% of the revenue generated in the previous year from its maintenance contracts based on sales and marketing data. As a consequence, the Company experiences significant levels of recurring revenue. Customers normally pay for landscape maintenance services in eight to twelve equal monthly installments during the term of the contract.

Service Offerings

Landscape Maintenance

Brickman provides full-service landscape maintenance for all types of corporate, commercial, institutional and professionally-managed residential properties. Maintenance services provided by Brickman 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.

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Landscape maintenance services are primarily provided through fixed fee contracts. The length of a maintenance contract ranges between one and eight years and is normally paid over the course of the year. Work orders are also requested by customers with whom the Company has landscape maintenance contracts to supplement the services they receive under their contract. The services the Company provides pursuant to work orders include annual recurring supplemental work, property improvements/enhancements and repair of landscape damage.

Snow Removal

In addition to its landscape maintenance services, the Company opportunistically leverages its infrastructure during the winter months by offering snow removal services to its existing maintenance contract customers. The Company provides 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, the Company modifies its fleet of landscaping trucks and other vehicles by attaching the appropriate snow removal equipment. In addition, the Company has a working relationship with hundreds of subcontractors with whom it partners. These subcontractors perform the majority of the actual snow removal services and also provide some of the larger, more expensive pieces of equipment, while the Company’s personnel provide management oversight and perform a portion of the snow removal.

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Landscape Design/Build

The Company provides landscape design/build services through teams of design/build professionals based in Chicago, San Diego and Denver. 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.

Operations

The Company’s Branch Network

The Company has 19 regional offices through which its regional managers provide administrative, sales and management support for the four to eight branches within their respective region. Each of the Company’s approximately 100 branches is led by a branch manager who is responsible for the management of the branch, its employees and customer relationships.

New Business Development

The Company’s marketing and sales efforts are divided between new customer acquisition and existing customer development. The Company’s branch managers and project directors, whose advancement is related in part to their ability to generate new business, are heavily involved at the branch level in both new customer acquisition and existing customer development.

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Purchasing

The Company generally purchases its materials locally from over 1,000 suppliers, and does not depend on any one supplier. The Company also purchases certain goods such as trucks, trailers, lawnmowers, blowers and edgers, office equipment and computers, as well as services such as voice and data communication services, employee benefits, insurance, accounting and legal services, on a national basis.

Customers

The Company’s customers come from the following sectors of the commercial landscape maintenance industry:

The Company services over 9,000 customer properties for a wide variety of customer types. No customer contracted for more than 10% of contracted maintenance revenue for the year ended December 31, 2003.

The Company focuses on customer retention and establishing long-term relationships with its customers. Over the last five years, the Company has retained an average of approximately 89% of the revenue generated in the previous year from its maintenance contracts based on sales and marketing data. As a result, the Company has established a number of long term customer relationships.

Employees

As of December 31, 2003, Brickman employed approximately 1,000 full-time salaried employees, and during 2003 the Company employed approximately 4,500 hourly employees at its seasonal peak. The Company’s 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 its northern markets. The Company’s primary source of seasonal hourly employees is its existing long-term work force, who often refer family and friends to the Company. Since 1998, the Company also has used a U.S. government program that provides H-2B temporary, non-immigrant visas to foreign workers to help satisfy a portion of its need for seasonal labor in certain markets.

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Other than certain Chicago area employees, the Company’s 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. The Company has not experienced any significant interruptions or curtailments of services due to disputes with its employees and it considers it labor relations to be satisfactory.

Management Information Systems

The Company’s management information systems allow management to track the Company’s performance at the branch level. The system consists of central servers located at the Company’s corporate headquarters and a wide-area network connecting all of the Company’s branches. The Company’s financial and operations data are maintained on a proprietary system. This system includes software that allows management to analyze the Company’s financial condition as well as operational information such as property specific performance data and equipment information. The Company also uses a customized estimating and job management system that allows its managers to develop pricing and to plan and schedule operations.

The Company has contracted with Oracle Corporation to assist it with the design and implementation of a new enterprise resource planning system which will support its human resources, accounting, estimating, financial and job management and customer systems. The Company is continuing to pilot this system. The efficient execution of the Company’s business is dependent upon the proper functioning of the Company’s internal systems. System failure or malfunction may result in disruptions of operations. The Company’s results of operations could be adversely affected if the Company encounters unforeseen problems with respect to the implementation or operation of this system.

Competition

The commercial landscape maintenance industry is highly fragmented and competitive. Brickman is one of the largest providers of commercial landscape maintenance services in the United States. Most of the Company’s competitors are small, owner-operated companies operating in limited geographic areas. Brickman also competes with several landscape service companies operating in multiple markets. In particular, TruGreen/LandCare, a division of The ServiceMaster Company, is a substantial competitor.

The Company believes the principal competitive factors in the industry are customer relationships, price, quality, timeliness and reliability of services provided and geographic scope of operations. The Company believes it has the reputation, service, quality, technical capabilities, geographic reach and size to remain competitive in the commercial landscape maintenance industry.

Regulatory and Environmental Matters

The Company is 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 the Company to confirm the legal status of its employees. The Immigration and Naturalization Service periodically conducts random inspections of the Company’s compliance with U.S. immigration laws. Pursuant to its authority under the 1990 Clean Air Act, the Environmental Protection Agency has recently 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 the Company stores its own supply of fuel for its equipment and fleet of vehicles, the Company is subject to federal and state laws that regulate bulk fuel storage tanks. The Company’s management believes that the Company has all

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material required licenses to conduct its operations and is in substantial compliance with applicable regulatory requirements. The Company’s operations are also affected by local zoning regulations, which increasingly require minimum amounts of landscaping in new developments, and in drier climates, improved water management techniques. There can be no assurance that the regulatory environment in which the Company operates will not change significantly in the future. The Company’s failure to comply with these laws and regulations could subject it to substantial fines and the loss of its licenses, and may also have a material adverse effect on its financial condition and the results of its operations

ITEM 2. PROPERTIES

The Company’s facilities consist of its headquarters, an executive office, regional and branch offices. As of December 31, 2003, the Company operated an aggregate of 100 branch offices in 19 regions. All of the Company’s facilities are leased under leases with remaining terms of five years or less.

The Company’s corporate office is located at 375 South Flowers Mill Road, Langhorne, Pennsylvania. Accounting, financial, communications, and information technology services for all of its branch and regional offices are managed from this location. The Company maintains an executive office located at 18227 D Flower Hill Way, Gaithersburg, Maryland which provides human resource, insurance, administrative, legal, fleet management, and purchasing services to all of its branch and regional offices. Approximately 55 salaried employees work at the corporate and executive offices.

ITEM 3. LEGAL PROCEEDINGS

The Company is from time to time a party to litigation arising in the normal course of business. 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, nor is the Company aware of any threatened litigation, that it believes is likely to have a material adverse effect on its financial condition, results of operations or cash flows. The Company believes its insurance coverage is adequate to cover the risks of any situations that currently exist or are reasonably likely to arise.

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

The Company did not submit any matter to a vote of its stockholders during the fourth quarter of 2003.

ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There is no public market for the Company’s stock. There was one holder of record of the Company’s common stock as of December 31, 2003. On December 31, 2003, the Company made a distribution in the amount of $3.8 million to Brickman Group Holdings, Inc. (“Brickman Holdings”). Brickman Holdings, in turn, paid a dividend of $3.8 million to the holders of its Class L Common Stock.

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ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical consolidated statements of the Company’s earnings, balance sheet and other data for the periods presented and should only be read in conjunction with the Company’s audited and unaudited consolidated financial statements and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this report. In addition, these financial data and the following discussion and analysis of the financial condition and results of operations cover periods prior to the consummation of the Company’s 2002 recapitalization (the “Transaction”). As part of the Transaction, the Company entered into the various financing arrangements described herein and, as a result, it now has 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. Some of the statements set forth below and elsewhere in this report include forward-looking statements that involve risks and uncertainties.

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believes EBITDA is a measure of operating performance used by investors and analysts. Management also includes EBITDA information because it closely approximates the measure used in the Company’s credit agreement and indenture for the Company’s senior subordinated notes for calculating financial and other covenants. The following table presents a reconciliation of EBITDA to net income (loss).

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

Overview

The Company is one of the largest providers of commercial landscape maintenance services in the United States, servicing over 9,000 commercial properties in 23 states. It was founded in 1939 and has been continually managed by members of the Brickman family. The Company provides its landscape maintenance services, including lawn care, flower bed planting and care, tree and shrub 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 the Company’s customers use its 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. The Company also provides snow removal services to its landscape maintenance customers in order to fulfill their needs and to leverage the Company’s infrastructure during the winter months. In addition, it provides its customers with landscape design/build services, which enhance the Company’s technical capabilities and brand recognition.

The Company focuses on long-term relationships with its customers, employees and stakeholders (i.e., stockholders and creditors). Accordingly, the important measures that it monitors are its customer renewal rate, employee satisfaction, and growth in revenue, EBITDA, and the ratio of net debt to EBITDA. By each of these measures 2003 was a good year:

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The Company recognizes contract revenue on a monthly basis in proportion to its costs incurred compared to total expected costs. 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. 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. Because the Company’s work has seasonal peaks (eg., mulch, flowers, and intensive mowing in the spring, and flowers and intensive mowing in the early fall), on calendar contracts, billings generally exceed revenue until March and then revenue exceeds billings until the completion of contracts at the end of the year.

Cost of services includes both direct costs that are charged to specific projects (e.g., labor and materials) and indirect costs that are not charged to specific projects (e.g., overtime, debris disposal, small tools, depreciation and fuel) and are expensed as incurred. A large component of the Company’s costs is variable, the largest of which are labor and materials. Many of the Company’s contracts contain provisions allowing it to periodically adjust the pricing to reflect increases in these costs.

General and administrative expenses are comprised of salaries and related expenses, including benefits and bonuses for non-field personnel. Other general and administrative expenses include rent, office expenses, professional fees, insurance and depreciation of leaseholds, computer hardware, software licenses and office equipment.

Results of Operations

The following table for the year ended December 31, 2001, the period January 1, 2002 through December 19, 2002, the period December 20, 2002 through December 31, 2002, the combined year ended December 31, 2002 and the year ended December 31, 2003 depicts costs as a percentage of revenue.

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Year ended December 31, 2003 compared to combined year ended December 31, 2002

Revenue. Revenue for the year ended December 31, 2003 increased $57.5 million or 19.7 % from $292.0 in the combined year ended December 31, 2002 to $349.5 million in 2003. This increase was driven by an increase of $30.8 million or 138.9% in snow removal revenue, an increase of $24.1 million or 9.8% in landscape maintenance revenue and an increase of $2.6 million or 10.7% in design/build revenue. Landscape maintenance revenue remained the largest component, accounting for 77% of total revenue. The increase in landscape maintenance revenue was due to strong maintenance contract revenue renewals of approximately 88% of revenue generated in the previous year and continued addition of new maintenance contracts. Snow removal revenue accounted for 15% of total revenue, a higher percentage than in prior years. This was attributed to above normal snowfall amounts in many of the Company’s markets.

Gross profit. Gross profit increased by $12.9 million, or 13.6%, from $94.6 million in the combined year ended December 31, 2002 to $107.5 million in 2003. Gross margin decreased from 32.4% in 2002 to 30.8% in 2003 as a result of the increase in volume in snow with a greater portion of subcontractor intensive snow removal services performed, a general increase in fuel prices, and an increase in the market price of insurance .

General and administrative expenses. General and administrative expenses increased by $4.4 million, or 7.7%, from $57.0 million in 2002 to $61.4 million in 2003. General and administrative expenses decreased as a percentage of revenue from 19.5% in 2002 to 17.6% in 2003 primarily a result of the higher volume of snow removal performed and lower implementation expenses associated with the new enterprise resource planning system in 2003 versus 2002.

Amortization. Amortization expense increased $21.6 million from $2.6 million in 2002 to $24.2 million in 2003. The increase represents a full year of amortization primarily related to the customer contracts intangible established in connection with the Transaction which is being amortized over the useful life of 14 years.

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Income from operations. Income from operations decreased by $13.0 million, or 37.2%, from $35.0 million in combined 2002 to $22.0 million in 2003 primarily a result of the increase in amortization expense described above.

Interest expense. Interest expense increased by $14.5 million, from $5.5 million in combined 2002 to $20.0 million in 2003 primarily a result of a full year’s interest on the Company’s senior subordinated notes issued in connection with the Transaction.

Income taxes. Income taxes were accrued at an effective rate of 39.1% and 43.8% in 2002 and 2003, respectively. These rates differ from the federal statutory rate of 35% primarily due to state income taxes. Of the $0.8 million tax provision, $4.8 million represented a net deferred tax benefit. The largest contributors to the deferred tax benefit were the accelerated amortization of book intangibles and the difference in book and tax depreciation. The deductible intangible was generated principally in connection with the Company’s 1998 recapitalization transaction and is deductible over 15 years.

Net income. Net income decreased by $15.4 million in 2003, from $16.6 million in combined 2002 to $1.2 million in 2003 as a result of the reasons noted above.

Combined year ended December 31, 2002 compared to the year ended December 31, 2001

Revenue. Revenue increased by $36.6 million, or 14.3% from $255.4 million for the year ended December 31, 2001 to $292.0 million for the combined year ended December 31, 2002. This increase was driven by a $38.3 million, or 18.3%, increase in landscape maintenance revenue and a $5.5 million, or 33.0% increase in snow removal revenue, offset by a $7.3 million, or 24.9%, decrease in design/build revenue. Landscape maintenance revenue was the largest component, accounting for 85% of total revenue for the combined year ended December 31, 2002. The increase in landscape maintenance revenue was due to strong maintenance contract revenue renewals of approximately 90% of revenue generated in the previous year and continued addition of new maintenance contracts. Revenue from snow removal increased by more in percentage terms than the increase in maintenance revenue because of higher than normal snowfall levels in many of the Company’s markets. Design/build revenue decreased due to a decline in demand for high-end residential landscaping projects and the impact of water restrictions on installation operations in certain markets.

Gross profit. Gross profit increased by $12.0 million, or 14.5% from $82.6 million for the year ended December 31, 2001 to $94.6 million for the combined year ended December 31, 2002. Gross margin increased slightly from 32.3% for the year ended December 31, 2001 to 32.4% for the combined ended December 31, 2002. Gross profit in the 2002 combined period increased as a result of the increase in volume discussed above. Gross margin increased as a result of improvements in design/build margins, offset by an increase in indirect job costs. The increase in design/build margins was driven by a strategic shift from lower margin commercial installations to higher margin high-end residential projects. The increase in indirect job costs was due in part to a sharp increase in the cost of vehicle insurance as insurance markets generally tightened.

General and administrative expenses. General and administrative expenses increased $11.4 million, or 25.1%, from $45.6 million to for the year ended December 31, 2001 to $57.0 million for the combined year ended December 31, 2002. General and administrative costs increased as a percentage of revenue from 17.8% to 19.5%. The principal causes of the increases were the investment in administrative infrastructure required to support the Company’s regional expansion from 14 operating regions to 19 operating regions and the expenses associated with the implementation of a new enterprise resource planning system.

Amortization. Amortization decreased $2.4 million from $5.0 million from the year ended December 31, 2001 to $2.6 million for the combined for the year ended December 31, 2002 principally as a result of the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” As a result of the adoption of this pronouncement, the Company discontinued the amortization of goodwill.

Income from operations. Income from operations increased by $2.9 million, or 9.3%, from $32.1 million for the year ended December 31, 2001 to $35.0 million for the combined year ended December 31, 2002, and decreased from 12.6% of revenue in the year ended December 31, 2001 to 12.0% in the combined year ended December 31, 2002, as a result of the reasons noted above.

Interest expense. Interest expense decreased by $2.1 million, or 27.4%, from $7.6 million for the year ended December 31, 2001 to $5.5 million for the combined year ended December 31, 2002 primarily due to lower interest rates.

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Income taxes. Income taxes were accrued at an effective rate of 43.1% and 43.8% for the year ended December 31, 2001 and for the combined year ended December 31, 2002, respectively. These rates differ from the federal statutory rate of 35% due primarily to state income taxes. Of the $12.9 million tax provision for the combined year ended December 31, 2002, $4.7 million was for net deferred taxes. The largest contributor to the deferred tax is the amortization of deductible goodwill for tax purposes. The deductible goodwill was generated principally in connection with the 1998 recapitalization transaction and is deductible over 15 years. For financial reporting purposes, the goodwill is not being amortized.

Net income. Net income increased by $2.6 million, or 18.9% from $14.0 million for the year ended December 31, 2001 to $16.6 million for the combined ended December 31, 2002 as a result of the reasons noted above.

Period from December 20, 2002 through December 31, 2002

Revenue. Revenue for the period from December 20, 2002 through December 31, 2002, $8.7 million, was 47% snow removal, 45% landscape maintenance, and 8% design/build. This differs from the historical breakdown of revenues since in the Company’s seasonal markets grass and plants were dormant and there were snowfalls in several of the Company’s markets during the period.

Gross profit. Gross profit for the period from December 20, 2002 through December 31, 2002 was $2.1 million representing 24.2% of revenue. Higher margins from snow removal operations were offset by indirect costs associated with Company holidays during the period.

General and administrative expenses. General and administrative expenses for the period from December 20, 2002 through December 31, 2002 were $2.2 million representing 24.9% of revenue. This differs from the historical percentage since most of the administrative costs are fixed and December is a seasonally lower revenue month.

Amortization. Amortization for the period from December 20, 2002 through December 31, 2002 was $0.7 million. Amortization results principally from the customer contracts intangible established in connection with the Transaction and is being written off over 14 years.

Loss from operations. The loss from operations for the period from December 20, 2002 through December 31, 2002 was $0.8 million and resulted from the seasonality of the business noted above.

Interest expense. Interest expense was $0.6 million for the period from December 20, 2002 through December 31, 2002. Principal debt obligations outstanding during the period were the senior subordinated notes and the senior bank facility.

Income taxes. An income tax benefit was recorded for the period from December 20, 2002 through December 31, 2002 at an effective rate of 38.4%. This rate differs from the federal statutory rate of 35% primarily due to state income taxes. The Brickman Group, Ltd. filed a consolidated federal income tax return with Brickman Group Holdings for the year ended December 31, 2002 which included the results of the predecessor company for the period from January 1, 2002 through December 19, 2002.

Net income. The net income for the period from December 20, 2002 through December 31, 2002 as $0.9 million and resulted from the seasonality of the business noted above.

Period from January 1, 2002 through December 19, 2002 compared to the year ended December 31, 2001

Revenue. Revenue increased by $27.8 million, or 10.9% from $255.4 million for the year ended December 31, 2001 to $283.2 million for the period from January 1, 2002 through December 19, 2002. This increase was driven by a $34.2 million, or 29.1%, increase in landscape maintenance revenue and a $1.5 million, or 9.2% increase in snow removal revenue, offset by an $8.0 million, or 27.2%, decrease in design/build revenue. Landscape maintenance revenue was the largest component, accounting for 86% of total revenue for the period from January 1, 2002 through December 19, 2002. The increase in landscape maintenance revenue was due to strong maintenance contract revenue renewals of approximately 90% of revenue generated in the previous year and continued addition of new maintenance contracts. Revenue from snow removal increased by less in percentage terms than the increase in maintenance revenue because of lower than normal snowfall levels in many of the Company’s markets. Design/build revenue decreased due to a decline in demand for high-end residential landscaping projects and the impact of water restrictions on installation operations in certain markets.

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Gross profit. Gross profit increased by $9.9 million, or 12.0% from $82.6 million for the year ended December 31, 2001 to $92.5 million for the period from January 1, 2002 through December 19, 2002. Gross margin increased from 32.3% for the year ended December 31, 2001 to 32.7% for the period from January 1, 2002 through December 19, 2002. Gross profit in the 2002 period increases as a result of the increase in volume discussed above. Gross margin increased as a result of improvements in design/build margins, offset by an increase in indirect job costs. The increase in design/build margins was driven by a strategic shift from lower margin commercial installations to higher margin high-end residential projects. The increase in indirect job costs was due in part to a sharp increase in the cost of vehicle insurance as insurance markets generally tightened.

General and administrative expenses. General and administrative expenses increased $9.2 million, or 20.3%, from $45.5 million to for the year ended December 31, 2001 to $54.8 million for the period from January 1, 2002 through December 19, 2002. General and administrative costs increased as a percentage of revenue from 17.8% to 19.3%. The principal causes of the increases was the investment in administrative infrastructure required to support the Company’s regional expansion from 14 operating regions to 19 operating regions and the expenses associated with the implementation of a new enterprise resource planning system.

Amortization. Amortization decreased $3.1 million from $5.0 million from the year ended December 31, 2001 to $1.9 million for the period from January 1, 2002 through December 19, 2002 principally as a result of the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” As a result of the adoption of this pronouncement, the Company discontinued the amortization of goodwill.

Income from operations. Income from operations increased by $3.7 million, or 11.5%, from $32.1 million for the year ended December 31, 2001 to $35.8 million for the period from January 1, 2002 through December 19, 2002, remaining 12.6% of revenue, as a result of the reasons noted above.

Interest expense. Interest expense decreased by $2.7 million, or 35.9%, from $7.6 million for the year ended December 31, 2001 to $4.8 million for the period from January 1, 2002 through December 19, 2002 primarily due to lower interest rates.

Income taxes. Income taxes were accrued at an effective rate of 43.1% and 43.5% for the year ended December 31, 2001 and for the period from January 1, 2002 through December 19, 2002, respectively. These rates differ from the federal statutory rate of 35% due primarily to state income taxes. Of the $13.5 million tax provision for the period from January 1, 2002 through December 19, 2002, $5.1 million was for net deferred taxes. The largest contributor to the deferred tax is the amortization of deductible goodwill for tax purposes. The deductible goodwill was generated principally in connection with the 1998 recapitalization transaction and is deductible over 15 years. For financial reporting purposes, the goodwill is not being amortized.

Net income. Net income increased by $3.5 million or 25.1% from $14.0 million for the year ended December 31, 2001 to $17.5 million for the period from January 1, 2002 through December 19, 2002 as a result of the reasons noted above.

Liquidity and Capital Resources

The Company has historically used internal cash flow from operations and borrowings under its existing credit facility to fund its operations, capital expenditures and working capital requirements. For the year ended December 31, 2001, the period from January 1, 2002 to December 19, 2002, the period from December 20, 2002 to December 31, 2002 and the year ended December 31, 2003, cash provided by (used for) operating activities was $28.1 million, $35.8 million, $(0.4) million and $29.3 million, respectively. The Company’s cash flow from operations is significantly greater than (less than) net income (loss), due to high levels of non-cash items including depreciation, amortization and deferred taxes.

The Company’s capital expenditure requirements are primarily comprised of landscape equipment, trucks and trailers. Its capital expenditures were $10.7 million, $13.6 million, $0.5 million and $10.3 million for the year ended December 31, 2001, the period from January 1, 2002 to December 19, 2002, the period from December 20, 2002 to December 31, 2002 and the year ended December 31, 2003, respectively. Included in capital expenditures for the period from January 1, 2002 to December 19, 2002 were $1.7 million for equipment and software for the Company’s new enterprise resource planning system.

In 2001, net cash provided by financing activities was $2.4 million, including debt repayment of $14.5 million offset by $16.6 million borrowed for financing acquisitions. Net cash used for financing activities for the period from January 1, 2002 to December 19, 2002 consisted of $9.6 million in net debt repayments. Cash provided

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by financing activities for the period from December 20, 2002 to December 31, 2002 consisted of $200 million of debt financing and $80.1 million of proceeds from the issuance of common stock, both in connection with the Transaction. In 2003, net cash used for financing activities was $9.6 million, including debt repayments of $5.3 million, and a stockholder distribution of $3.8 million.

As a result of the Transaction, the Company has a significant amount of indebtedness. On December 31, 2003, it had total indebtedness of $195.0 million (of which $150.0 million consisted of the Company’s senior subordinated notes and $45.0 million consisted of senior debt). The Company’s substantial indebtedness could have important consequences to the operation of its business, including:

As of December 31, 2003, the Company had nothing outstanding on its revolving credit facility and its senior bank facility was fixed on 90-day and 180-day LIBOR contracts expiring in March and June with rates of 4.2%.

The Company’s contractual obligations as of December 31, 2003 are summarized in the table below:

The Company believes that its internal cash flows and borrowings under the revolving portion of its credit facility will provide it with sufficient liquidity and capital resources to meet current and future financial obligations for the next twelve months, including funding its operations, debt service and capital expenditures. The Company’s future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond its control. If the Company’s future cash flow from operations and other capital resources are insufficient to pay its obligations as they mature or to fund its liquidity needs, the Company may be forced to reduce or delay its business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of its debt, including the senior subordinate notes, on or before maturity. The Company cannot assure you that it 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 its existing and future indebtedness, including the senior subordinate notes and its senior credit facility, may limit the Company’s ability to pursue any of these alternatives.

Seasonality

The Company’s landscape business is seasonal. Losses generally occur in the first quarter since in most markets there is very little landscape revenue to be recognized, but fixed overheads (such as management and supervisory salaries and benefits, rent, depreciation) continue.

Effect of Inflation

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

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Recent Accounting Pronouncements

Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”) clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Financial Accounting Standards Board (“FASB”) deferred the implementation date for FIN 46 for variable interest entities that existed prior to December 31, 2003 in financial statements issue for periods ending after December 15, 2004. The Company does not expect the implementation of this interpretation to have a material impact on its consolidated financial statements.

Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, (“SFAS No. 150”) establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that embodies an obligation of the issuer as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and shall be effective at the beginning of the first interim period beginning after December 15, 2003. The Company does not expect the implementation of this standard to have a material impact on its consolidated financial statements.

Critical Accounting Policies

Certain of the Company’s accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate estimates and assumptions for calculating amounts to record in its financial statements. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the Company. The Company’s significant accounting policies are more fully described in the notes to the financial statements. Certain accounting policies however are considered to be critical in that they are most important to the depiction of the Company’s 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 intangibles with indefinite lives are not amortized but tested for impairment no less frequently than annually. Impairment is measured by comparing the carrying value to fair value using quoted market prices, a discounted cash flow model, or a combination of both.

Impairment or Disposal of Long-lived Assets: In the event that facts and circumstances indicate that the carrying value of long-lived, primarily property and equipment and certain identifiable intangible assets with defined lives, may be impaired, the Company performs 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.

Service Revenue: 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.

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

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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: The Company carries general liability, vehicle collision and liability, workers compensation, 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 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-insurance retention amounts are insured to limits that management considers prudent. The Company’s accrual for unpaid and incurred but not reported claims under these programs at December 31, 2003 was $6.5 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, in management’s opinion, recorded accruals are adequate to cover these claims.

Certain factors affecting forward looking statements

Certain of the statements made in this report on Form 10-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of forward looking terminology such as “believes,” “expects,” “estimates,” “likely,” “intends,” “will,” “should,” “plans,” “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Such forward-looking statements are based on current management projections and expectations. They involve significant risks and uncertainties. As such, they are not guarantees of future performance. The Brickman Group, Ltd. disclaims any intent or obligation to update such statements.

Potential risks and uncertainties which could adversely affect the Company’s ability to obtain anticipated results include without limitation, the following factors: changes to governmental regulations relating to the following : employment of immigrants, workplace health and safety, and the application of fertilizers, herbicides, pesticides and other chemicals; extreme fluctuations in weather conditions such as drought, excessive rainfall, snowfall or lack of snowfall and abnormally high or low temperatures; a decline in the commercial real estate construction industry; an economic downturn in the overall economy; an increase in interest rates; and general economic, political and business conditions. Additional information concerning these and other risk factors are discussed in the Company’s Registration Statement on Form S-4 (dated June 16, 2003) and in other filings with the Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risk sensitive instruments do not subject the Company to material market risk exposures, except for the risks related to interest rate fluctuations. As of December 31, 2003, the Company had debt outstanding with a carrying value of $195 million with a fair value, based on market quotes, of approximately $220 million.

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Fixed interest debt outstanding consisted entirely of the senior subordinated notes totaling $150 million as of December 31, 2003. The senior subordinate notes are due in 2009 and are generally not redeemable prior to December 15, 2006, and then may be redeemed as follows:

The amount outstanding under the senior bank facility as of December 31, 2003 was $45.0 million. Interest rates on the Senior bank facility are set at 1.75% over the prevailing prime rate of interest or are established for periods of up to six months at 3.00% over LIBOR. These rates are subject to the Company maintaining its senior credit ratings with Standard & Poor’s (BB-) and Moody’s (Ba3). All borrowings under the senior bank facility at December 31, 2003 were on LIBOR contracts maturing in March and June and carried an interest rate of 4.2%

The Company’s total annual interest expense, assuming interest rates in effect as of December 31, 2003, would be approximately $19.5 million. A 10% increase in interest rates would increase total annual interest expense by approximately $190,000 and decrease net income (loss) and cash flow by approximately $113,000.

For further information regarding the Company’s indebtedness, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8 of the accompanying consolidated financial statements.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth in Item 15 of this annual report on Form 10-K under the caption Financial Statements is hereby included herein.

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, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in its periodic SEC reports is recorded, processed, summarized, and reported as and when required.

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

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PART II

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

The Company’s executive officers, key managers and directors are as follows:

Set forth below is a brief description of the business experience of each of the Company’s executive officers, key managers and directors.

Theodore W. Brickman, Jr., Chairman. Mr. Brickman has been employed by the Company for over 40 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 of the Company. Mr. Brickman also serves on boards of The Pitcairn Trust Company, ABG Partners, National Philanthropic Trust, The Pennypack Restoration Trust, The Academy of the New Church 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 the Company in 1986 and in 1998 became a Director of the Company and was appointed Chief Executive Officer. Since he started at the Company, Mr. Brickman has served as a project director and a regional manager and prior to 1998 had responsibility for the Company’s Northeast, Mid-Atlantic and Southeast operations. Prior to joining the Company, Mr. Brickman worked at a Florida landscape architecture firm. Mr. Brickman graduated from Pennsylvania State University with a B.S. degree in Landscape Architecture.

Jeffery R. Herold, Chief Operating Officer. Mr. Herold joined the Company in 1980 and since that time has served in a variety of roles in operations with increasing responsibility including management of the Company’s 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.

John C. King, Executive Vice President. Mr. King resigned his position as Executive Vice President. Mr. King joined the Company in 1999 as Executive Vice President, initially focused on process improvement within the financial and accounting areas of Brickman. Mr. King continued to be responsible for capital markets, acquisitions and information technology, and led the company’s California operations serving as Divisional Vice President. Prior to employment by Brickman, Mr. King worked for Goldman Sachs in New York City from 1985 to 1998 where he served as a Director of both GS Mortgage Securities Corp. and Mortgage Asset Management Corp. Mr. King graduated from Lehigh University with a B.S. degree in Business and Economics.

Charles B. Silcox, Vice President and Chief Financial Officer. Mr. Silcox joined the Company as Chief Financial Officer in 1993. Prior to employment with the Company, Mr. Silcox served with McDonnell Douglas Truck Services, Inc., a subsidiary of McDonnell Douglas Finance Corporation, from 1984 to 1992 leaving that

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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, Vice President and General Counsel. Mr. Hjelle joined the Company in 1998 as Vice President and General Counsel. Prior to joining the Company, Mr. Hjelle worked as a business lawyer at the Philadelphia law firms of Dechert Price & Rhoads 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.

John E. Neal, Director. Mr. Neal has been a Director of the Company since 1998. Mr. Neal is Managing Director and Head of Corporate Banking for Banc One Capital Markets, Inc., a position he has held since July 2000. 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 Calamos Advisors Trust, Calamos Investment Trust, and Calamos Convertible Opportunities and Income Fund. 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 the Company since 1998. Mr. Perry is currently Managing Director and President of Continental Illinois Venture Corporation, a position he has held since 1994, and is also a Partner of CIVC Partners III and of the ultimate general partner of the CIVC fund investing in Brickman Holdings in the Transaction. In addition to being a Director of the Company, Mr. Perry is a Director of General Roofing Services, TransWestern Publishing Company, L.P., Kellermeyer Business Services, LLC, LA Fitness International, LLC, RAM Reinsurance Company Limited., and Wastequip, Inc. 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 the 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 Trustee of AMLI Residential Properties Trust and a Director of The Rouse Company, as well as 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.

Employment Agreement

The Company entered into an Employment Agreement, dated as of January 14, 1998, with Scott Brickman. This Employment Agreement provides that Mr. Brickman will serve as the Company’s President and Chief Executive Officer for a term of five years, 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. The Employment Agreement was extended by one year.

Under this Employment Agreement, Mr. Brickman receives a base salary of $250,000 per year during the employment period, subject to annual adjustments to reflect changes in the national consumer price index. Mr. Brickman is also entitled to either the use of a company car or a $1,000 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 the Company achieves 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 the Company, or his resignation. If Mr. Brickman’s employment is terminated by the Company without cause or if he resigns for good reason (each as defined in the Employment

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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.

In light of the Company’s recent growth and development, the Board of Directors is renegotiating Mr. Brickman’s Employment Agreement, which will likely increase his base salary.

In connection with the relocation of Vice President Mark A. Hjelle, the Company entered into an Agreement dated January 7, 2004. 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.

Audit Committee Financial Expert

The Company’s 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 the Company’s common stock is not currently listed on or with a national securities exchange or national securities association, it is not required to have a fully independent audit committee or an independent audit committee financial expert.

Code of Business Conduct and Ethics

The Company has adopted a code of ethics that applies to all of its senior executive and financial officers, including the Company’s principal executive officer (its Chief Executive Officer) and its principal financial and accounting officer (its Chief Financial Officer). This code of ethics will be provided without charge to any person requesting copies in writing from the Company’s Chief Financial Officer at the Company’s headquarters at 375 South Flowers Mill Road, Langhorne, Pennsylvania 19047.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table shows the compensation for 2003 of the Company’s Chief Executive Officer and its next four most highly compensated executive officers (the “named executive officers”):

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Equity Compensation

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

In general, non-qualified stock options to purchase shares of Class A Non-Voting Common Stock of Brickman Group Holdings, Inc. granted in 2003 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 ten years from the effective date of grant. In general, if a grantee voluntarily terminates his employment, vested options continue to be vested and excercisable for 6 months after termination in the case of death, disability or retirement, and for 30 days after termination in most other cases.

Director Compensation

Directors are not entitled to receive any compensation for serving on the Company’s Board of Directors, except that the Company’s 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 the Company’s executive officers were established pursuant to arms-length negotiations between the Company and each executive officer. During 2003, the Company’s Chief Executive Officer, Scott W. Brickman participated in deliberations of the Company’s board of directors concerning executive officer compensation.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

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

The address for management of the Company and Brickman family members is c/o The Brickman Group, Ltd., 375 S. Flowers Mill Road, Langhorne, Pennsylvania 19047. The address of CIVC is 231 South LaSalle Street, Chicago, Illinois 60697.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Recapitalization, Stock Purchase and Related Agreements

The Recapitalization Agreement and Class L Common Stock Purchase Agreement entered into in connection with the Transaction contain covenants which, among other things, limit management’s discretion by restricting the Company’s and/or Brickman Holdings’ ability (subject to various exceptions or approval by its stockholder CIVC Sidecar Fund, L.P., or CIVC) to:

The Recapitalization Agreement also provides CIVC and their affiliates and co-investors with a right to put their Class A common stock of Brickman Holdings to Brickman Holdings, subject to prior payment in full of the senior subordinate notes, for its fair market value at any time during April and May of 2008, 2009 or 2010 (subject to any restrictions in the Company’s debt agreements prior to the maturity of the senior subordinate notes). Brickman Holdings has the right to call this stock, subject to prior payment in full of the senior subordinate 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 the Company’s debt agreements prior to the maturity of the senior subordinate notes). The Class L Common Stock Purchase Agreement contains similar put/call provisions with respect to the Class L common stock and the Senior Redeemable Common Stock except that Brickman Holdings may exercise its call right at any time after the third anniversary of the closing of the Transaction (subject to any restrictions in the Company’s debt agreements). The Recapitalization Agreement and Class L Common Stock Purchase Agreement also provide the Company’s 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.

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

Stockholders Agreement

Pursuant to a stockholders agreement entered into in connection with the Transaction, Brickman 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 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 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 the Company’s stockholders have a right of first refusal with respect to specified transfers of Brickman 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 Holdings’ shares by a member of the Brickman family.

Brickman 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 Holdings stock.

A separate stockholders agreement among Brickman Holdings and the members of the Brickman family imposes similar restrictions on the transfer of the Brickman family’s Brickman 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 Holdings’ stockholders have the right, subject to specified conditions, to require Brickman 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 Holdings’ expense. Brickman 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 the Company’s expense whenever Brickman Holdings proposes to register any securities under the Securities Act, subject to customary exceptions and cut-backs.

In connection with all such registrations, Brickman 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

The Company leases certain land, office buildings and improvements from Brickman Leasing, L.L.C., an entity owned by two of the Company’s stockholders who are also directors and one of whom is a named executive officer. There are three leases between Brickman Leasing, L.L.C. covering the Company’s corporate offices in Langhorne, Pennsylvania and its operations in Long Grove, Illinois and St. Louis, Missouri. The leases are triple net leases and expired on December 31, 2003, however, the Company is operating under an automatic renewal option of one year. Total rental expense paid on these leases was approximately $327,000, $365,000 and $318,000 in 2001, 2002 and 2003, respectively.

The Company leases an office building from one of Brickman Holdings’ stockholder employees under a five-year lease that expires in 2004. Total rental expense paid on this lease was $130,000, $134,000 and $138,000 in 2001, 2002 and 2003, respectively. There were no amounts due to or from this stockholder employee as of December 31, 2002 or 2003.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following services were provided by PricewaterhouseCoopers LLP during the years ended December 31, 2002 and 2003:

Pre-Approval Policies and Procedures

The Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the Company’s independent public accountants. The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s independent auditor. The approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the Company’s independent auditor or on an individual basis. The pre-approval of non-audit services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee.

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PART III

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of The Brickman Group, Ltd.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of The Brickman Group, Ltd. and its subsidiaries (referred to herein as the “Successor” or the “Company”) at December 31, 2003 and 2002, and the results of their operations and their cash flows for the year ended December 31, 2003 and for the period from December 20, 2002 through December 31, 2002 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 accompanying index presents fairly, in all material respects, the information for the year ended December 31, 2003 and for the period from December 20, 2002 through December 31, 2002 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 auditing standards generally accepted in the United States of America, which 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.

As discussed in Note 7, the Company adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” effective January 1, 2002.

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of The Brickman Group, Ltd.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the results of operations and cash flows of The Brickman Group, Ltd. and its subsidiaries (referred to herein as the “Predecessor”) for the year ended December 31, 2001 and for the period from January 1, 2002 through December 19, 2002 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 accompanying index presents fairly, in all material respects, the information for the year ended December 31, 2001 and for the period from January 1, 2002 through December 19, 2002 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 auditing standards generally accepted in the United States of America, which 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.

As discussed in Note 7, the Company adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” effective January 1, 2002.

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THE BRICKMAN GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands except for share data)