UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

(Mark One)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 2003

                                       OR

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

            FOR THE TRANSITION PERIOD FROM ____________ TO ____________

            COMMISSION FILE NUMBER 333-106801


                             INTERLINE BRANDS, INC.
             (Exact name of registrant as specified in its charter)


                NEW JERSEY                                       22-2232386
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)

801 WEST BAY STREET, JACKSONVILLE, FLORIDA                          32204
 (Address of principal executive offices)                        (Zip Code)

                                 (904) 421-1400
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

                              Yes [X]       No [_]

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

                              Yes [_]       No [X]

      As of the close of business on November 10, 2003, there were 5,385,189
shares outstanding of the registrant's common stock, no par value.

      Explanatory Note:

      On March 25, 2004, Interline Brands, Inc. (the "Company") filed a Current
Report on Form 8-K disclosing that in its earnings release of March 17, 2004,
which reported the Company's results of operations for the fourth quarter and
the fiscal year ended December 26, 2003, the Company had misclassified $4.4
million of discount amortization and

<PAGE>

$3.9 million of redemption premium related to the Company's 16% senior
subordinated notes in determining net cash provided by operating activities and
net cash used in financing activities. Such amounts were not treated properly as
adjustments to net income in the determination of these cash flow balances.
Prior to the completion of the Company's Annual Report on Form 10-K for the year
ended December 26, 2003, however, the Company corrected this misclassification
and included the proper amounts in the Company's statement of cash flows for the
year.

The Company is filing this Amendment on Form 10-Q/A (the "Amendment") to its
Quarterly Report on Form 10-Q for the quarter ended September 26, 2003 (the
"Quarterly Report") to correct this same misclassification. Since the Company
had redeemed these senior subordinated notes during the 2003 second quarter,
such misclassifications were the same for both the third and fourth quarters. As
a result of the reclassification for this Quarterly Report, net cash provided by
operating activities is shown as $31.7 million instead of the $23.4 million
previously reported and net cash used in financing activities is $8.0 million
rather than the $282,000 previously reported. Conforming changes have also been
made to Item 2., "Management's Discussion and Analysis of Financial Condition
and Results of Operations." In addition, the Company has included disclosures
under Item 3., "Quantitative and Qualitative Disclosures About Market Risk." No
other changes have been made to the Quarterly Report as filed.


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      PAGE
<S>                                                                                    <C>
                              PART I -- FINANCIAL INFORMATION

Item 1.    Financial Statements
                Unaudited Condensed Consolidated Statements of Operations
                for the Three and Nine Months Ended September 26, 2003 and
                September 27, 2002 ...................................................  1
                Unaudited Condensed Consolidated Balance Sheets as of September
                26, 2003 and December 27, 2002 .......................................  2
                Unaudited Condensed Consolidated Statements of Stockholders'
                Equity (Deficiency) for the Nine Months Ended September 26, 2003 .....  3
                Unaudited Condensed Consolidated Statements of Cash Flows
                for the Nine Months Ended September 26, 2003 (as restated) and
                September 27, 2002 ...................................................  4
                Notes to Unaudited Condensed Consolidated Financial
                Statements for the Three and Nine Months Ended September 26, 2003
                and September 27, 2002 ...............................................  5
Item 2.    Management's Discussions and Analysis of Financial Condition
           and Results of Operations ................................................. 19
Item 3.    Quantitative and Qualitative Disclosures about Market Risk ................ 25
Item 4.    Controls and Procedures ................................................... 25

                               PART II -- OTHER INFORMATION

Item 1.    Legal Proceedings ......................................................... 27
Item 6.    Exhibits and Reports on Form 8-K .......................................... 27

SIGNATURES ........................................................................... 28
</TABLE>


                                     -iii-
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                 Three Months Ended                Nine Months Ended
                                                           Sept 26, 2003    Sept 27, 2002    Sept 26, 2003    Sept 27, 2002
                                                           -------------    -------------    -------------    -------------
<S>                                                          <C>              <C>              <C>              <C>
NET SALES ............................................       $ 166,676        $ 166,025        $ 481,235        $ 486,302
COST OF SALES ........................................         103,308          105,674          298,241          307,629
                                                             ---------        ---------        ---------        ---------
    Gross Profit .....................................          63,368           60,351          182,994          178,673
                                                             ---------        ---------        ---------        ---------
OPERATING EXPENSES :
    Selling, general and administrative expenses .....          43,693           41,469          126,678          124,258
    Depreciation and amortization ....................           3,134            2,906            8,759            8,707
    Special costs and expenses .......................             132            1,535              510            2,750
                                                             ---------        ---------        ---------        ---------
       Total Operating Expense .......................          46,959           45,910          135,947          135,715
                                                             ---------        ---------        ---------        ---------
OPERATING INCOME .....................................          16,409           14,441           47,047           42,958
CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS ..........          (2,201)           4,442           (3,284)           5,855
LOSS ON EARLY EXTINGUISHMENT OF DEBT .................              --               --           14,893               --
INTEREST EXPENSE, net ................................          10,297            9,523           30,046           28,766
OTHER (INCOME) EXPENSE ...............................             (54)              --              (46)              --
                                                             ---------        ---------        ---------        ---------
    Income before income taxes .......................           8,367              476            5,438            8,337
PROVISION FOR INCOME TAXES ...........................           3,563              177            2,565            3,095
                                                             ---------        ---------        ---------        ---------
NET INCOME ...........................................           4,804              299            2,873            5,242
PREFERRED STOCK DIVIDENDS ............................         (12,381)         (10,792)         (35,905)         (31,301)
                                                             ---------        ---------        ---------        ---------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS ...........       $  (7,577)       $ (10,493)       $ (33,032)       $ (26,059)
                                                             =========        =========        =========        =========
(LOSS) PER COMMON SHARE - BASIC ......................       $   (1.41)       $   (1.95)       $   (6.13)       $   (4.84)
                                                             =========        =========        =========        =========
(LOSS) PER COMMON SHARE - DILUTED ....................       $   (1.41)       $   (1.95)       $   (6.13)       $   (4.84)
                                                             =========        =========        =========        =========
</TABLE>

      See accompanying notes to Condensed Consolidated Financial Satements.


                                      -1-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                    SEPTEMBER 26, 2003 AND DECEMBER 27, 2002
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                 September 26,     December 27,
                                                                                     2003              2002
                                                                                 -------------     ------------
<S>                                                                                <C>              <C>
ASSETS
CURRENT ASSETS:
        Cash and cash equivalents                                                  $  22,702        $   5,557
        Cash - restricted                                                                 --              329
        Accounts receivable - trade (net of allowance for doubtful accounts
          of $5,840 and $5,322)                                                       93,462           83,087
        Accounts receivable - other                                                   10,461           13,052
        Inventory                                                                    111,904          124,479
        Prepaid expenses and other current assets                                      6,403            5,953
        Deferred income taxes                                                          9,101           10,933
                                                                                   ---------        ---------
                  Total current assets                                               254,033          243,390
PROPERTY AND EQUIPMENT, net                                                           30,293           33,585
GOODWILL, net                                                                        195,669          195,669
OTHER INTANGIBLE ASSETS, net                                                          80,008           77,423
OTHER ASSETS                                                                           8,353            1,652
                                                                                   ---------        ---------
TOTAL ASSETS                                                                       $ 568,356        $ 551,719
                                                                                   =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
        Current portion of long-term debt                                          $   7,000        $  22,750
        Revolving credit facility                                                         --           18,500
        Accounts payable                                                              50,230           53,417
        Accrued expenses and other current liabilities                                11,826           13,603
        Accrued interest payable                                                      11,201            4,409
        Accrued merger expenses                                                        6,216            7,427
                                                                                   ---------        ---------
                  Total Current Liabilities                                           86,473          120,106
LONG-TERM LIABILITIES:
        Deferred income taxes                                                         19,844           21,253
        Interest rate swaps                                                           14,783           18,067
        Long-term debt, net of current portion                                       336,275          284,774
                                                                                   ---------        ---------
TOTAL LIABILITIES                                                                    457,375          444,200
                                                                                   ---------        ---------
COMMITMENTS AND CONTINGENCIES
SENIOR PREFERRED STOCK, $0.01 par value, 27,000,000 shares
  authorized; 23,619,888 shares issued and outstanding; at liquidation value         367,108          331,203
                                                                                   ---------        ---------
STOCKHOLDERS' EQUITY (DEFICIENCY):
        Common stock, no par value, 7,500,000 shares authorized; 5,385,189
           shares issued and outstanding                                               1,994            1,994
        Accumulated deficit                                                         (257,109)        (224,077)
        Stockholder loans                                                             (1,518)          (1,440)
        Accumulated other comprehensive income (loss)                                    506             (161)
                                                                                   ---------        ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                             (256,127)        (223,684)
                                                                                   ---------        ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                           $ 568,356        $ 551,719
                                                                                   =========        =========
</TABLE>

      See accompanying notes to Condensed Consolidated Financial Satements.


                                      -2-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            (DEFICIENCY) (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 26, 2003
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                        Retained     Accumulated       Total
                                                 Common Stock                           Earnings        Other      Stockholders'
                                            -----------------------    Shareholder    (Accumulated  Comprehensive      Equity
                                             Shares        Amount         Loans         Deficit)    Income (Loss)   (Deficiency)
                                            ---------     ---------    -----------    ------------  -------------  -------------
<S>                                         <C>           <C>           <C>            <C>            <C>            <C>
BALANCE, DECEMBER 27, 2002                  5,385,189     $   1,994     $  (1,440)     $(224,077)     $    (161)     $(223,684)

  Preferred stock dividends                        --            --            --        (35,905)            --        (35,905)
  Interest accrual on stockholder loans            --            --           (78)            --             --            (78)
  Comprehensive income:
    Net income                                     --            --            --          2,873             --             --
    Foreign currency translation                   --            --            --             --            667             --
  Total comprehensive income                       --            --            --             --             --          3,540
                                            ---------     ---------     ---------      ---------      ---------      ---------

BALANCE, SEPTEMBER 26, 2003                 5,385,189     $   1,994     $  (1,518)     $(257,109)     $     506      $(256,127)
                                            =========     =========     =========      =========      =========      =========
</TABLE>

      See accompanying notes to Condensed Consolidated Financial Satements.


                                      -3-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    NINE MONTHS ENDED SEPTEMBER 26, 2003 (as restated) AND SEPTEMBER 27, 2002
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                         For The Nine Months Ended
                                                                                     Sept 26, 2003       Sept 27, 2002
                                                                                     -------------       -------------
<S>                                                                                    <C>                 <C>
OPERATING ACTIVITIES :
   Net Income (loss)                                                                   $   2,873           $  5,242
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depreciation and amortization                                                     8,758              8,707
         Amortization and write-off of debt issuance costs                                 7,855              1,240
         Accretion and write-off of discount on 16% senior subordinated notes              4,410                 --
         Redemption premium on 16% senior subordinated notes                               3,879                 --
         Deferred compensation                                                                --                765
         Change in fair value of interest rate swaps                                      (3,284)             5,855
         Loss on disposal of property and equipment                                            3                 --
         Interest income on shareholder notes                                                (78)               (73)
         Deferred income taxes                                                               423             (2,648)
         Senior subordinated notes issued for interest due                                 1,674              2,385

   Changes in assets and liabilities, net of effects of acquisition:
      Cash - restricted                                                                      329                 --
      Accounts receivable - trade                                                        (10,375)           (11,781)
      Accounts receivable - other                                                          2,591               (799)
      Inventory                                                                           12,576             (2,839)
      Prepaid expenses and other current assets                                             (450)               808
      Other assets                                                                           (73)               (69)
      Accrued interest payable                                                             6,792             (1,488)
      Accounts payable                                                                    (3,187)             8,772
      Accrued expenses and other current liabilities                                      (1,777)            (5,449)
      Accrued merger expenses                                                             (1,211)            (1,472)
      Income taxes payable                                                                    --                435
                                                                                       ---------           --------
            Net cash provided by operating activities                                     31,728              7,591
                                                                                       ---------           --------
INVESTING ACTIVITIES :
   Purchase of property and equipment, net                                                (3,495)            (4,133)
   Purchase of investment  and other assets                                               (3,747)                --
                                                                                       ---------           --------
            Net cash used in investing activities                                         (7,242)            (4,133)
                                                                                       ---------           --------
FINANCING ACTIVITIES :
   Increase (decrease) in revolver and swingline, net                                    (18,500)             9,500
   Repayment of long-term debt                                                          (317,487)           (12,375)
   Payment of debt issuance costs                                                        (12,020)                --
   Proceeds from refinancing transactions                                                340,000                 --
                                                                                       ---------           --------
            Net cash (used in) provided by financing activities                           (8,007)            (2,875)
                                                                                       ---------           --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                 666                 25
                                                                                       ---------           --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 17,145                608
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             5,557              3,327
                                                                                       ---------           --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $  22,702           $  3,935
                                                                                       =========           ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for :
      Interest                                                                         $  18,082           $ 26,322
                                                                                       =========           ========
      Income taxes (net of refunds)                                                    $   1,404           $  5,135
                                                                                       =========           ========
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
      Dividends on preferred stock                                                     $  35,906           $ 31,302
                                                                                       =========           ========
      Note issued for purchase of investment                                           $   3,275           $     --
                                                                                       =========           ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                      -4-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Interline Brands,
Inc. ("Interline" or the "Company") reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
interim periods presented. The results of operations for the interim periods
presented are not necessarily indicative of the results to be expected for the
full year.

The Company is in one industry, the distribution of maintenance, repair and
operations, or MRO, products. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of an
Enterprise and Related Information", the Company has one operating segment. Our
net sales for the nine month periods ended September 26, 2003 and September 27,
2002 by product category were as follows (in millions):

                                                            Nine          Nine
                                                            Months        Months
                                                            Ended         Ended
Product Category                                           9/26/03       9/27/02
----------------                                           -------       -------

Plumbing ...........................................        $226.2        $233.4
Electrical .........................................          52.9          58.4
Hardware ...........................................          33.7          34.0
HVAC ...............................................          28.9          29.2
Appliances and Parts ...............................          33.7          29.2
Security Hardware ..................................          38.5          38.9
Other ..............................................          67.4          63.2
                                                            ------        ------

Total ..............................................        $481.2        $486.3
                                                            ======        ======

2. ACCOUNTING POLICIES

Further information regarding the basis of presentation and significant
accounting policies is included in the Company's consolidated annual financial
statements, contained in the Company's Registration Statement on Form S-4 filed
with the United States Securities and Exchange Commission as amended (File No.
333-106801).

Intangible Assets

Effective July 1, 2003 the Company changed the estimated useful life of certain
customer lists from 40 years to 17 years. The effect of this change in the
estimated remaining useful life is not considered to be material to the
Company's consolidated financial statements.

Freight Costs

During the third quarter of 2003 the Company reclassified freight costs paid by
its customers ("freight revenue") from selling, general and administrative costs
to net sales. This reclassification did not have an effect on operating income.
However, it did increase both net sales and selling, general and administrative
costs by $1.3 million for the three months ended September 2003.


                                      -5-
<PAGE>

3. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends and
clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
In addition, the statement clarifies when a contract is a derivative and when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS 149 is generally effective prospectively for
contracts entered into or modified, and hedging relationships designated, after
June 30, 2003. Management adopted the statement effective June 28, 2003 and it
did not have a material impact on the Company's consolidated financial position,
results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity, and
imposes certain additional disclosure requirements. The provisions of SFAS 150
are generally effective for financial instruments entered into or modified after
May 31, 2003. Additionally, the Company must apply the provisions of SFAS 150 to
all financial instruments on July 1, 2003. Management adopted the statement
effective June 28, 2003 and does not expect adoption to have a material impact
on the Company's consolidated financial position, results of operations or cash
flows.

4. EARNINGS PER SHARE

Net income per share for all periods has been computed in accordance with SFAS
No. 128, "Earnings per Share". Basic net income per share is computed by
dividing net income applicable to common shareholders by the weighted-average
number of shares outstanding during the year. Diluted net income per share is
computed by dividing net income by the weighted-average number of shares
outstanding during the year, assuming dilution.


                                      -6-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
         THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 26, 2003 AND
                               SEPTEMBER 27, 2002
                                   (Continued)
                        (In thousands, except share data)
--------------------------------------------------------------------------------

The amounts used in calculating net income (loss) per share data are as follows:

<TABLE>
<CAPTION>
                                                         Three months ended                Nine months ended
                                                   September 26,    September 27,    September 26,    September 27,
                                                       2003             2002             2003             2002
                                                   -------------    -------------    -------------    -------------
<S>                                                  <C>              <C>              <C>              <C>
Net income                                           $  4,804         $    299         $  2,873         $  5,242
Preferred stock dividends                             (12,381)         (10,792)         (35,905)         (31,301)
                                                     --------         --------         --------         --------
Net loss applicable to common shareholders           $ (7,577)        $(10,493)        $(33,032)        $(26,059)
                                                     ========         ========         ========         ========

Weighted average shares outstanding - basic             5,385            5,385            5,385            5,385
Effect of dilutive stock options                           --               --               --               --
                                                     --------         --------         --------         --------

Weighted average shares outstanding - diluted           5,385            5,385            5,385            5,385
                                                     ========         ========         ========         ========
</TABLE>

Options to purchase 172,150 and 125,805 shares of common stock which were
outstanding during 2003 and 2002, respectively, were not included in the
computation of weighted average shares outstanding-diluted because the options
exercise price was greater than the average market price of common stock and the
effect would be antidilutive.

5. DEBT

Long-term debt at September 26, 2003 and December 27, 2002 consists of the
following:

                                                September 26,       December 27,
                                                   2003                2002
                                                -------------       ------------

Term Loan A                                             --           $  70,000
Term Loan B                                             --             146,625
Term Loan                                        $ 140,000                  --
Note payable                                         3,275                  --
Senior Subordinated Notes - 16%                         --              90,899
Senior Subordinated Notes - 11.5%                  200,000                  --
                                                 ---------           ---------

                                                   343,275             307,524
Less current portion                                (7,000)            (22,750)
                                                 ---------           ---------

                                                 $ 336,275           $ 284,774
                                                 =========           =========


                                      -7-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                                   (Continued)
                        (In thousands, except share data)
--------------------------------------------------------------------------------

In May 2003, the Company completed an offering of $200 million principal amount
of 11.5% Senior Subordinated Notes due 2011 and entered into a new $205.0
million senior secured credit facility which consists of a $140.0 million term
loan facility and a $65.0 million revolving loan facility, a portion of which is
available in the form of letters of credit. The net proceeds from the offering
of Senior Subordinated Notes and the refinancing of the former credit facility
with the new credit facility were used to: (1) repay all outstanding
indebtedness under our former credit facility, (2) redeem all of the 16% senior
subordinated notes, (3) pay accrued interest and related redemption premiums on
our former debt and (4) pay transaction fees and expenses related to the
offering and new credit facility. These transactions are referred to
collectively as the "Refinancing Transactions".

The $200 million principal amount 11.5% Senior Subordinated Notes due 2011 pay
interest each May 15 and November 15, with the first payment due on November 15,
2003. Prior to May 15, 2006, the Company may redeem up to 35% of the Senior
Subordinated Notes using proceeds of certain equity offerings. The Company may
redeem all or a portion of the notes after May 15, 2007, subject to redemption
premiums unless redeemed after May 15, 2009.

Borrowings under the term loan facility and revolving loan facility bear
interest, at the Company's option, at either LIBOR plus a spread or at the
alternate base rate plus a spread. Interest rates in effect on borrowings under
the term loan facility at September 26, 2003 ranged from 5.62% for LIBOR based
borrowings and 7.50% for prime based borrowings. Outstanding letters of credit
under the revolving loan facility are subject to a per annum fee equal to the
applicable spread over the adjusted LIBOR for revolving loans. The term loan
facility matures on November 30, 2009 and the revolving loan facility matures on
May 31, 2008.

As of September 26, 2003, the Company had $5.5 million of letters of credit
issued and $48.2 million available under the revolving loan facility. There were
no borrowings under the revolving loan facility at September 26, 2003. The new
credit facility is secured by substantially all of the assets of the Company.

Debt issuance costs capitalized in connection with the Refinancing Transactions
were approximately $12.0 million. An expense of approximately $14.9 million for
the early extinguishment of debt resulted from the write-off of the unamortized
loan fees and loan discount relating to the Company's former credit facility and
the redemption premium incurred upon redemption of the 16% Senior Subordinated
Notes, as part of the Refinancing Transactions.

Periodically, the Company enters into derivative financial instruments,
including interest rate exchange agreements, to manage its exposure to
fluctuations in interest rates on its debt. At December 27, 2002 and September
26, 2003, the Company had interest rate exchange agreements, or swaps,
outstanding with a total notional amount of $151.0 million. These agreements,
which mature between April and October of 2005, effectively fix the interest
rate on the Company's variable rate borrowings under the term loan facility at a
weighted average rate of 6.56%. The change in market value of the outstanding
interest rate exchange agreements has been recorded as a long-term liability of
$14.8 million at September 26, 2003. The Company's derivative activities are for
purposes other than trading and as such the Company intends to hold these
instruments until their respective maturities.

The new credit facility contains customary affirmative and negative covenants
that limit the Company's ability to incur additional indebtedness, pay dividends
on its common stock or redeem, repurchase or retire its common stock or
subordinated indebtedness, make certain investments, sell assets, and
consolidate, merge or transfer assets, and that require the Company to maintain
its debt to cash flow ratio and interest expense coverage ratio. The Company was
in compliance with all covenants at September 26, 2003.

In April 2003, the Company issued a non-recourse note payable in the principal
amount of $3.3 million for the purchase of an investment. This note, which is
secured only by the investment, bears interest at a rate of 4% per annum, with
principal due in full in April 2010.


                                      -8-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                                   (Continued)
                        (In thousands, except share data)
--------------------------------------------------------------------------------

The maturities of long-term debt subsequent to September 26, 2003 are as
follows:

                  2003                                          $  1,750
                  2004                                             7,000
                  2005                                             7,875
                  2006                                            11,375
                  2007                                            14,000
                  Thereafter                                     301,275
                                                                --------
                                                                $343,275
                                                                ========

6. STOCK OPTION PLANS

During 2000, the Company established a Stock Award Plan, (the "2000 Plan"),
under which the Company may award a total of 525,000 shares of common stock in
the form of incentive stock options (which may be awarded to key employees
only), nonqualified stock options, stock appreciation rights, or SARs, and
restricted stock awards, all of which may be awarded to directors, officers, key
employees and consultants. The exercise price per share for an incentive stock
option may not be less than 100% of the fair market value of a share of common
stock on the grant date. The exercise price per share for an incentive stock
option granted to a person owning stock possessing more than 10% of the total
combined voting power of all classes of stock may not be less than 110% of the
fair market value of a share of common stock on the grant date, and may not be
exercisable after the expiration of five years from the date of grant. The
options generally vest ratably over their five-year term. The Company's
compensation committee will determine in its sole discretion whether a SAR is
settled in cash, shares or a combination of cash and shares.

A summary of the status of the Company's stock option plans is as follows:

<TABLE>
<CAPTION>
                                           Number           Exercise Price       Average Exercise
                                          of Shares            Per Share          Price Per Share
<S>                                        <C>              <C>                     <C>
Outstanding at December 29, 2002           125,805          $1.67 - $20.33          $     9.00

2003:
  Granted                                   46,345          $         0.50          $     0.50
                                           -------          --------------

Outstanding at September 26, 2003          172,150          $1.67 - $20.33          $     6.71
                                           =======          ==============
</TABLE>

All stock options granted were at prices no less than the fair market value of
the common stock at the grant date.

The Company accounted for the option plans in accordance with APB Opinion No.
25, under which no compensation cost has been recognized for stock option
awards.

Compensation cost for options granted in 2003, determined based on the fair
value at the grant date consistent with the method prescribed by SFAS 123, did
not have a material effect on net income. The fair value of each option was
estimated on the date of grant using the Black-Scholes option pricing model,
with the following assumptions used for options granted in 2003 and 2000:
dividend yield of 0%, expected volatility of 0%, risk-free interest rate of
3.48% and 6.47%, respectively and Expected life of 5 years.


                                      -9-
<PAGE>

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                                   (Continued)
                        (In thousands, except share data)
--------------------------------------------------------------------------------

7. SUBSIDIARY GUARANTORS

The Company completed an offering of $200 million principal amount of Senior
Subordinated Notes in connection with its Refinancing Transactions. The Company
has filed a registration statement with the Securities and Exchange Commission
with respect to an exchange offer for the Senior Subordinated Notes and with
respect to resales of the Senior Subordinated Notes by an affiliate of the
Company for market-making purposes. The registration statement has been declared
effective by the SEC. The Company's new Senior Subordinated Notes are fully and
unconditionally guaranteed, jointly and severally, on a subordinated basis by
Wilmar Holdings, Inc., Wilmar Financial, Inc., and Glenwood Acquisition LLC
(wholly-owned subsidiaries of Interline). The guarantees by these subsidiary
guarantors will be senior to any of their existing and future subordinated
obligations, equal in right of payment with any of their existing and future
senior subordinated indebtedness and subordinated to any of their existing and
future senior indebtedness. Accordingly, condensed consolidating financial
statements for Interline Brands, Inc. and the Subsidiary Guarantors are
presented below.


                                      -10-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

                CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
                            As of September 26, 2003

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
                                                                                         (In thousands)
<S>                                                                  <C>            <C>            <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                          $  22,608      $      94      $      --      $  22,702
  Accounts receivable - trade, net                                      93,462             --             --         93,462
  Accounts receivable - other                                           10,461             --             --         10,461
  Inventory                                                            111,904             --             --        111,904
  Prepaid expenses and other current assets                              6,401              2             --          6,403
  Deferred income taxes                                                  9,101             --             --          9,101
  Due from Parent                                                           --         43,649        (43,649)            --
  Investment in subsidiaries                                            62,258             --        (62,258)            --
                                                                     ------------------------------------------------------

           Total current assets                                        316,195         43,745       (105,907)       254,033

PROPERTY AND EQUIPMENT, net                                             30,293             --             --         30,293

GOODWILL, net                                                          195,669             --             --        195,669

OTHER INTANGIBLE ASSETS, net                                            80,008             --             --         80,008

OTHER ASSETS                                                             5,054          6,620         (3,321)         8,353
                                                                     ------------------------------------------------------

TOTAL ASSETS                                                         $ 627,219      $  50,365      $(109,228)     $ 568,356
                                                                     =========      =========      =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Current portion of long-term debt                                  $   7,000      $      --      $      --      $   7,000
  Revolving credit facility                                                                                              --
  Accounts payable                                                      50,230             --             --         50,230
  Accrued expenses and other current liabilities                        11,822              4             --         11,826
  Accrued interest payable                                              11,201             --             --         11,201
  Accrued merger expenses                                                6,216             --             --          6,216
  Income taxes payable                                                  (1,200)         1,200             --             --
  Due to subsidiaries                                                   43,695             --        (43,695)            --
                                                                     ------------------------------------------------------

           Total current liabilities                                   128,964          1,204        (43,695)        86,473

LONG-TERM LIABILITIES:
  Deferred income taxes                                                 19,844             --             --         19,844
  Interest rate swaps                                                   14,783             --             --         14,783
  Long-term debt, net of current portion                               333,000          3,275             --        336,275
                                                                     ------------------------------------------------------

TOTAL LIABILITIES                                                      496,591          4,479        (43,695)       457,375
                                                                     ------------------------------------------------------

SENIOR PREFERRED STOCK, $0.01 par value, 27,000,000
    shares authorized; 23,619,888 shares issued and outstanding;       367,108             --             --        367,108
       at liquidation value

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, no par value, 7,500,000 shares authorized,
      5,385,189 shares issued and outstanding                            1,994             --             --          1,994
  Additional paid-in-capital                                                --         43,285        (43,285)            --
  Accumulated deficit                                                 (257,109)        22,248        (22,248)      (257,109)
  Shareholder loans                                                     (1,518)            --             --         (1,518)
  Dividends                                                             19,647        (19,647)            --             --
  Accumulated other comprehensive income (loss)                            506             --             --            506
                                                                     ------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                               (236,480)        45,886        (65,533)      (256,127)
                                                                     ------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 627,219      $  50,365      $(109,228)     $ 568,356
                                                                     ======================================================
</TABLE>


                                      -11-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

                CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
                             As of December 27, 2002

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
<S>                                                                  <C>            <C>            <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                          $   5,459      $      98      $      --      $   5,557
  Cash - restricted                                                        329                                          329
  Accounts receivable - trade, net                                      83,087             --             --         83,087
  Accounts receivable - other                                           13,052             --             --         13,052
  Inventory                                                            124,479             --             --        124,479
  Prepaid expenses and other current assets                              5,946              7             --          5,953
  Deferred income taxes                                                 10,933             --             --         10,933
  Due from Parent                                                           --         54,929        (54,929)            --
  Investment in subsidiaries                                            55,030             --        (55,030)            --
                                                                     ------------------------------------------------------

           Total current assets                                        298,315         55,034       (109,959)       243,390

PROPERTY AND EQUIPMENT, net                                             33,585             --             --         33,585
GOODWILL, net                                                          195,669             --             --        195,669
INTANGIBLE ASSETS, net                                                  77,423             --             --         77,423
OTHER ASSETS                                                             1,652             --             --          1,652
                                                                     ------------------------------------------------------

TOTAL ASSETS                                                         $ 606,644      $  55,034      $(109,959)     $ 551,719
                                                                     ======================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Current portion of long-term debt                                  $  22,750      $      --      $      --      $  22,750
  Revolving credit facility                                             18,500                                       18,500
  Accounts payable                                                      53,417             --             --         53,417
  Accrued expenses and other current liabilities                        13,599              4             --         13,603
  Accrued interest payable                                               4,409             --             --          4,409
  Accrued merger expenses                                                7,427             --             --          7,427
  Due to subsidiaries                                                   54,929             --        (54,929)            --
                                                                     ------------------------------------------------------

           Total current liabilities                                   175,031              4        (54,929)       120,106

LONG-TERM LIABILITIES:
  Deferred income taxes                                                 21,253             --             --         21,253
  Interest rate swaps                                                   18,067             --             --         18,067
  Long-term debt, net of current portion                               284,774             --             --        284,774
                                                                     ------------------------------------------------------

TOTAL LIABILITIES                                                      499,125              4        (54,929)       444,200
                                                                     ------------------------------------------------------

SENIOR PREFERRED STOCK, $0.01 par value, 27,000,000
    shares authorized; 23,619,888 shares issued and outstanding;
       at liquidation value                                            331,203             --             --        331,203

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, no par value, 7,500,000 shares authorized,
      5,385,189 shares issued and outstanding                            1,994             --             --          1,994
  Additional paid-in-capital                                                --         40,010        (40,010)            --
  Accumulated deficit                                                 (224,077)        15,020        (15,020)      (224,077)
  Stockholder loans                                                     (1,440)            --             --         (1,440)
  Accumulated other comprehensive income (loss)                           (161)            --             --           (161)
                                                                     ------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                               (223,684)        55,030        (55,030)      (223,684)
                                                                     ------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 606,644      $  55,034      $(109,959)     $ 551,719
                                                                     ======================================================
</TABLE>


                                      -12-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                  For the Three Months Ended September 26, 2003

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
NET SALES                                                            $ 166,676      $      --      $      --      $ 166,676
COST OF SALES                                                          103,308             --             --        103,308
                                                                     ------------------------------------------------------

          Gross profit                                                  63,368             --             --         63,368

OPERATING EXPENSES:
  Selling, general and administrative expenses                          43,689              4             --         43,693
  Depreciation and amortization                                          3,134             --             --          3,134
  Special costs and expenses                                               132             --             --            132
                                                                     ------------------------------------------------------

          Total operating expenses                                      46,955              4             --         46,959
                                                                     ------------------------------------------------------

OPERATING INCOME                                                        16,413             (4)            --         16,409

CHANGE IN FAIR VALUE OF INTEREST
  RATE SWAPS                                                            (2,201)            --             --         (2,201)
OTHER INCOME                                                               (54)            --             --            (54)
INTEREST EXPENSE, net                                                   13,983         (3,686)            --         10,297
EQUITY IN EARNINGS OF SUSIDIARIES                                       (2,482)            --          2,482             --
                                                                     ------------------------------------------------------

          Income before income taxes                                     7,167          3,682         (2,482)         8,367

PROVISION FOR INCOME TAXES                                               2,363          1,200             --          3,563
                                                                     ------------------------------------------------------

NET INCOME                                                               4,804          2,482         (2,482)         4,804

PREFERRED STOCK DIVIDENDS                                              (12,381)            --             --        (12,381)
                                                                     ------------------------------------------------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                           $  (7,577)     $   2,482      $  (2,482)     $  (7,577)
                                                                     ======================================================
</TABLE>


                                      -13-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                  For the Three Months Ended September 27, 2002

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
NET SALES                                                            $ 166,025      $      --      $      --      $ 166,025
COST OF SALES                                                          105,674             --             --        105,674
                                                                     ------------------------------------------------------

          Gross profit                                                  60,351             --             --         60,351

OPERATING EXPENSES:
  Selling, general and administrative expenses                          41,463              6             --         41,469
  Depreciation and amortization                                          2,906             --             --          2,906
  Special costs and expenses                                             1,535             --             --          1,535
                                                                     ------------------------------------------------------

          Total operating expenses                                      45,904              6             --         45,910
                                                                     ------------------------------------------------------

OPERATING INCOME                                                        14,447             (6)            --         14,441

CHANGE IN FAIR VALUE OF INTEREST
  RATE SWAPS                                                             4,442             --             --          4,442
INTEREST EXPENSE, net                                                   12,581         (3,058)            --          9,523
EQUITY IN EARNINGS OF SUSIDIARIES                                       (2,052)            --          2,052             --
                                                                     ------------------------------------------------------

          Income before income taxes                                      (524)         3,052         (2,052)           476

PROVISION FOR INCOME TAXES                                                (823)         1,000             --            177
                                                                     ------------------------------------------------------

NET INCOME                                                                 299          2,052         (2,052)           299

PREFERRED STOCK DIVIDENDS                                              (10,792)            --             --        (10,792)
                                                                     ------------------------------------------------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                           $ (10,493)     $   2,052      $  (2,052)     $ (10,493)
                                                                     ======================================================
</TABLE>


                                      -14-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                  For the Nine Months Ended September 26, 2003

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
NET SALES                                                            $ 481,235      $      --      $      --      $ 481,235
COST OF SALES                                                          298,241             --             --        298,241
                                                                     ------------------------------------------------------

          Gross profit                                                 182,994             --             --        182,994

OPERATING EXPENSES:
  Selling, general and administrative expenses                         126,651             27             --        126,678
  Depreciation and amortization                                          8,759             --             --          8,759
  Special costs and expenses                                               510             --             --            510
                                                                     ------------------------------------------------------

          Total Operating Expense                                      135,920             27             --        135,947
                                                                     ------------------------------------------------------

OPERATING INCOME                                                        47,074            (27)            --         47,047

CHANGE IN FAIR VALUE OF INTEREST
  RATE SWAPS                                                            (3,284)            --             --         (3,284)
LOSS ON EARLY EXTINGUISHMENT OF DEBT                                    14,893             --             --         14,893
OTHER (INCOME) EXPENSE                                                     (46)           (46)            46            (46)
INTEREST EXPENSE, net                                                   40,955        (10,909)            --         30,046
EQUITY IN EARNINGS OF SUSIDIARIES                                       (7,182)            --          7,182             --
                                                                     ------------------------------------------------------

          Income before income taxes                                     1,738         10,928         (7,228)         5,438

PROVISION FOR INCOME TAXES                                              (1,135)         3,700             --          2,565
                                                                     ------------------------------------------------------

NET INCOME                                                               2,873          7,228         (7,228)         2,873

PREFERRED STOCK DIVIDENDS                                              (35,905)            --             --        (35,905)
                                                                     ------------------------------------------------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                           $ (33,032)     $   7,228      $  (7,228)     $ (33,032)
                                                                     ======================================================
</TABLE>


                                      -15-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                  For the Nine Months Ended September 27, 2002

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
NET SALES                                                            $ 486,302      $      --      $      --      $ 486,302
COST OF SALES                                                          307,629             --             --        307,629
                                                                     ------------------------------------------------------

          Gross profit                                                 178,673             --             --        178,673

OPERATING EXPENSES:
  Selling, general and administrative expenses                         124,239             19             --        124,258
  Depreciation and amortization                                          8,707             --             --          8,707
  Special costs and expenses                                             2,750             --             --          2,750
                                                                     ------------------------------------------------------

          Total Operating Expense                                      135,696             19             --        135,715
                                                                     ------------------------------------------------------

OPERATING INCOME                                                        42,977            (19)            --         42,958

CHANGE IN FAIR VALUE OF INTEREST
  RATE SWAPS                                                             5,855             --             --          5,855
INTEREST EXPENSE, net                                                   37,446         (8,680)            --         28,766
EQUITY IN EARNINGS OF SUSIDIARIES                                       (5,761)            --          5,761             --
                                                                     ------------------------------------------------------

          Income before income taxes                                     5,437          8,661         (5,761)         8,337

PROVISION FOR INCOME TAXES                                                 195          2,900             --          3,095
                                                                     ------------------------------------------------------

NET INCOME                                                               5,242          5,761         (5,761)         5,242

PREFERRED STOCK DIVIDENDS                                              (31,301)            --             --        (31,301)
                                                                     ------------------------------------------------------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                           $ (26,059)     $   5,761      $  (5,761)     $ (26,059)
                                                                     ======================================================
</TABLE>


                                      -16-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
                  For the Nine Months Ended September 26, 2003

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
OPERATING ACTIVITIES:
  Net income                                                         $   2,873      $   7,228      $  (7,228)     $   2,873
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Equity in earnings of subsidiaries                                  (7,228)            --          7,228             --
    Depreciation and amortization                                        8,758             --             --          8,758
    Amortization and write-off of debt issuance costs                    7,855             --             --          7,855
    Accretion and write-off of discount on 16% senior
       subordinated notes                                                4,410             --             --          4,410
    Redemption premium on 16% senior subordinated notes                  3,879             --             --          3,879
    Change in fair value of interest rate swaps                         (3,284)            --             --         (3,284)
    Loss on disposal of property and equipment                               3             --             --              3
    Interest income on shareholder loans                                   (78)            --             --            (78)
    Deferred income taxes                                                  423             --             --            423
    Senior subordinated notes issued for interest due                    1,674             --             --          1,674
    Changes in assets and liabilities which provided (used) cash,
       net of effects of acquisition:
      Cash - restricted                                                    329             --             --            329
      Accounts receivable - trade                                      (10,375)            --             --        (10,375)
      Accounts receivable - other                                        2,591             --             --          2,591
      Inventory                                                         12,576             --             --         12,576
      Prepaid expenses and other current assets                           (455)             5             --           (450)
      Due from parent                                                       --         11,280        (11,280)            --
      Other assets                                                          (3)           (70)            --            (73)
      Accrued interest payable                                           6,792             --             --          6,792
      Accounts payable                                                  (3,187)            --             --         (3,187)
      Accrued expenses and other current liabilities                    (1,777)            --             --         (1,777)
      Accrued merger expenses                                           (1,211)            --             --         (1,211)
      Due to subsidiaries                                              (11,280)            --         11,280             --
      Income taxes payable                                              (1,200)         1,200             --             --
                                                                     ------------------------------------------------------

           Net cash provided by operating activities                    12,085         19,643             --         31,728
                                                                     ------------------------------------------------------

INVESTING ACTIVITIES:
  Purchase of property and equipment, net                               (3,495)            --             --         (3,495)
  Purchase of investment and other assets                                 (472)        (3,275)            --         (3,747)
                                                                     ------------------------------------------------------

           Net cash used in investing activities                        (3,967)        (3,275)            --         (7,242)
                                                                     ------------------------------------------------------

FINANCING ACTIVITIES:
    (Decrease) Increase in revolver and swingline, net                 (18,500)            --             --        (18,500)
    Repayment of long-term debt                                       (317,487)            --             --       (317,487)
    Payment of debt issuance costs                                     (12,020)            --             --        (12,020)
    Proceeds from refinancing transactions                             340,000             --             --        340,000
    Dividends Paid                                                      19,647        (19,647)            --             --
    Contribution from Parent                                            (3,275)         3,275             --             --
                                                                     ------------------------------------------------------

           Net cash provided by (used in) financing activities           8,365        (16,372)            --         (8,007)
                                                                     ------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
   CASH EQUIVALENTS                                                        666             --             --            666
                                                                     ------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                               17,149             (4)            --         17,145

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           5,459             98             --          5,557
                                                                     ------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $  22,608      $      94      $      --      $  22,702
                                                                     ======================================================
</TABLE>


                                      -17-
<PAGE>

7. SUBSIDIARY GUARANTORS (Continued)

                     INTERLINE BRANDS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
      THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2003 AND SEPTEMBER 27, 2002
                        (In thousands, except share data)

           CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
                  For the Nine Months Ended September 27, 2002

<TABLE>
<CAPTION>
                                                                       Parent       Subsidiary
                                                                      Company       Guarantors   Eliminations    Consolidated
                                                                     ---------      ----------   ------------    ------------
<S>                                                                  <C>            <C>            <C>            <C>
OPERATING ACTIVITIES:
  Net income                                                         $   5,242      $   5,761      $  (5,761)     $   5,242
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Equity in earnings of subsidiaries                                  (5,761)            --          5,761             --
    Depreciation and amortization                                        8,707             --             --          8,707
    Amortization of debt issuance costs                                  1,240             --             --          1,240
    Deferred compensation                                                  765             --             --            765
    Change in fair value of interest rate swaps                          5,855             --             --          5,855
    Interest income on shareholder notes                                   (73)            --             --            (73)
    Deferred income taxes                                               (2,648)            --             --         (2,648)
    Senior subordinated notes issued for interest due                    2,385             --             --          2,385
    Changes in assets and liabilities, net of effects
      of acquisition:
      Accounts receivable - trade                                      (11,781)            --             --        (11,781)
      Accounts receivable - other                                         (799)            --             --           (799)
      Inventory                                                         (2,839)            --             --         (2,839)
      Prepaid expenses and other current assets                            806              2             --            808
      Due from parent                                                       --         (5,779)         5,779             --
      Other assets                                                         (69)            --             --            (69)
      Accrued interest payable                                          (1,488)            --             --         (1,488)
      Accounts payable                                                   8,772             --             --          8,772
      Accrued expenses and other current liabilities                    (5,450)             1             --         (5,449)
      Accrued merger expenses                                           (1,472)            --             --         (1,472)
      Due to subsidiaries                                                5,779             --         (5,779)            --
      Income taxes payable                                                 435             --             --            435
                                                                     ------------------------------------------------------

           Net cash provided by operating activities                     7,606            (15)            --          7,591
                                                                     ------------------------------------------------------

INVESTING ACTIVITIES:
  Purchase of property and equipment, net                               (4,133)            --             --         (4,133)
  Investment in subsidiaries                                               (10)            10             --             --
  Purchase of investment and other assets                                   --             --             --             --
                                                                     ------------------------------------------------------

           Net cash used in investing activities                        (4,143)            10             --         (4,133)
                                                                     ------------------------------------------------------

FINANCING ACTIVITIES:
    (Decrease) Increase in revolver and swingline, net                   9,500             --             --          9,500
    Repayment of long-term debt                                        (12,375)            --             --        (12,375)

           Net cash provided by (used in) financing activities          (2,875)            --             --         (2,875)
                                                                     ------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
   CASH EQUIVALENTS                                                         25             --             --             25
                                                                     ------------------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                  613             (5)            --            608

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           3,221            106             --          3,327
                                                                     ------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $   3,834      $     101      $      --      $   3,935
                                                                     ======================================================
</TABLE>


                                      -18-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.


YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED IN THIS QUARTERLY
REPORT, AND OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES
INCLUDED IN OUR REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE SEC, AS
AMENDED (FILE NO. 333-106801).

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

      This quarterly report contains forward-looking statements that are subject
to risks and uncertainties. You should not place undue reliance on those
statements because they are subject to numerous uncertainties and factors
relating to our operations and business environment, all of which are difficult
to predict and many of which are beyond our control. Forward-looking statements
include information concerning our possible or assumed future results of
operations, including descriptions of our business strategy. These statements
often include words such as "may," "believe," "expect," "anticipate," "intend,"
"plan," "estimate" or similar expressions. These statements are based on
assumptions that we have made in light of our experience in the industry as well
as our perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. As you read and consider this quarterly report, you should
understand that these statements are not guarantees of performance or results.
They involve risks, uncertainties and assumptions. Although we believe that
these forward-looking statements are based on reasonable assumptions, you should
be aware that many factors could affect our actual financial results or results
of operations and could cause actual results to differ materially from those in
the forward-looking statements. These factors include:

      -     material facilities and systems disruptions and shutdowns,

      -     dependence on key employees,

      -     failure to locate and acquire acquisition candidates,

      -     our level of debt,

      -     interest rate fluctuations,

      -     future cash flows,

      -     the highly competitive nature of the maintenance, repair and
            operations distribution industry,

      -     general market conditions,

      -     changes in consumer preferences,

      -     adverse publicity and litigation, and

      -     labor and benefit costs and

      -     the other factors listed under "Risk Factors" in our Registration
            Statement on Form S-4 filed with the SEC, as amended (File No.
            333-106801).

      You should keep in mind that any forward-looking statement made by us in
this quarterly report speaks only as of the date on which we make it. New risks
and uncertainties arise from time to time, and it is impossible for us to
predict these events or how they may affect us. In light of these risks and
uncertainties, you should keep in mind that any forward-looking statement made
in this quarterly report might not occur.

Overview

      We are a leading direct marketer and specialty distributor of maintenance,
repair and operations, or MRO, products, according to recent industry
publications. We sell plumbing, electrical, hardware, security hardware,
heating, ventilation and air conditioning, or HVAC, and other MROproducts . Our
customer base includes multi-family housing, educational, lodging and health
care facilities, professional contractors and other distributors. Our customers
range in size from individual contractors and independent hardware stores to
large institutional real estate owners.


                                      -19-
<PAGE>

      The MRO distribution industry is approximately $300 billion in size, and
encompasses the supply of a wide range of MRO products, including hand-tools,
janitorial supplies and safety equipment. The MRO distribution industry is also
highly fragmented and comprised primarily of small, local and regional
companies. Within the MRO distribution industry, we focus on serving customers
in three principal end markets: facilities maintenance, professional contractors
and other distributors. We estimate that the markets we serve within the overall
MRO distribution market are approximately $80 billion in size in the aggregate.
Our customers are primarily engaged in the repair, maintenance, remodeling and
refurbishment of properties and facilities, as opposed to new construction
projects or the maintenance of heavy industrial facilities and machinery, and
therefore have historically been less impacted by negative cyclical business
trends affecting the new construction and heavy industrial markets.

      We market and sell our products primarily through six distinct and
targeted brands. The product and service offerings of each brand are tailored to
the unique needs of the customer groups it serves. We reach our markets using a
variety of sales channels, including a direct sales force of over 400 field
sales representatives, over 280 telesales representatives, a direct mail program
of over five million pieces annually, six brand-specific e-commerce websites and
a national accounts sales program.

CRITICAL ACCOUNTING POLICIES
----------------------------

      In preparing the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America,
management is required to make certain estimates, judgments and assumptions.
These estimates, judgments and assumptions affect the reported amounts of assets
and liabilities, including the disclosure of contingent assets and liabilities,
at the date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. On an ongoing basis, management evaluates
these estimates and assumptions. Management bases its estimates and assumptions
on historical experience and on various other factors that are believed to be
reasonable at the time the estimates and assumptions are made. Actual results
may differ from these estimates and assumptions under different circumstances or
conditions. The significant accounting policies that management and the audit
committee of our board of directors believe are the most critical in order to
fully understand and evaluate our financial position and results of operations
include the following policies.

ESTIMATING ALLOWANCES FOR DOUBTFUL ACCOUNTS

      We maintain allowances for doubtful accounts for estimated losses
resulting from the inability to collect outstanding amounts from customers. The
allowances include specific amounts for those accounts that are likely to be
uncollectible, such as accounts of customers in bankruptcy and general
allowances for those accounts that management currently believes to be
collectible but later become uncollectible. Estimates are used to determine the
allowances for bad debts and are based on historical collection experience,
current economic trends, credit-worthiness of customers and changes in customer
payment terms. Adjustments to credit limits are made based upon payment history
and our customers' current credit-worthiness. If the financial condition of our
customers were to deteriorate, additional allowances may be needed which will
increase selling, general and administrative expenses and decrease accounts
receivable.

ESTIMATING ALLOWANCES FOR EXCESS AND OBSOLETE INVENTORY

      Inventories are valued at the lower of cost or market. Prior to 2002, we
determined inventory cost using the first-in, first-out and average cost
methods. Effective December 29, 2001, we changed accounting methods to use
average cost for all inventory. The effect of this change was not material. We
maintain allowances for excess and obsolete inventory and for the difference by
which the cost of the inventory exceeds the estimated market value. Changes to
these allowances are reflected in cost of sales in the period the revision is
made. In order to determine the allowances, management reviews inventory
quantities on hand, slow movement reports and sales history reports. Management
estimates the required reserve based on estimated demand for products and market
conditions. If actual market conditions are less favorable than those estimated
by management and if there is a decrease in demand for certain products,
additional allowances may be required which will increase cost of sales and
decrease the value of inventories.


                                      -20-
<PAGE>

IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER LONG-LIVED ASSETS

      On January 1, 2002, we adopted SFAS 142 "Goodwill and Other Intangible
Assets," which states that goodwill should not be amortized but should be tested
for impairment at a reporting unit level, and a charge should be taken to the
extent of any impairment. Prior to the adoption of SFAS 142, goodwill was
amortized annually over estimated useful lives ranging from 30 to 40 years.

      During 2002, we completed the first step of the transitional goodwill
impairment tests, which resulted in a finding of no impairment. We are required
to perform goodwill impairment tests at least annually, and we have elected to
perform our annual goodwill impairment test as of the last day of each fiscal
year. Based upon the timing and satisfactory results of our initial impairment
analysis and due to the absence of significant changes in our financial
condition and events or circumstances that would indicate a deterioration in the
value of the entity, management determined that a detailed determination of fair
value at the end of fiscal 2002 was not necessary. A goodwill impairment test
will be performed as of December 26, 2003.

      Management assesses the recoverability of our goodwill, identifiable
intangibles and other long-lived assets whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. The
following factors, if present, may trigger an impairment review: (1) significant
underperformance relative to expected historical or projected future operating
results; (2) significant negative industry or economic trends; (3) a significant
increase in competition; and (4) a significant increase in interest rates on
debt. If the recoverability of these assets is unlikely because of the existence
of one or more of the above-mentioned factors, an impairment analysis is
performed using a projected discounted cash flow method. Management must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of these respective assets. If these estimates or related
assumptions change in the future, we may be required to record an impairment
charge. Impairment charges would be included in corporate general and
administrative expenses in our statements of operations, and would result in
reduced carrying amounts of the related assets in our balance sheets.

LEGAL CONTINGENCIES

      From time to time, in the course of our business, we become involved in
legal proceedings. In accordance with SFAS 5 "Accounting for Contingencies," if
it is probable that, as a result of a pending legal claim, an asset had been
impaired or a liability had been incurred at the date of the financial
statements and the amount of the loss is estimable, an accrual for the costs to
resolve the claim is recorded in accrued expenses in our balance sheets.
Professional fees related to legal claims are included in general and
administrative expenses in our statements of operations. Management, with the
assistance of outside counsel, determines whether it is probable that a
liability from a legal claim has been incurred and estimates the amount of loss.
The analysis is based upon potential results, assuming a combination of
litigation and settlement strategies. Management does not believe that currently
pending proceedings will have a material adverse effect on our consolidated
financial position. It is possible, however, that future results of operations
for any particular period could be materially affected by changes in our
assumptions related to these proceedings.

DERIVATIVE FINANCIAL INSTRUMENTS

      We periodically enter into derivative financial instruments, including
interest rate exchange agreements, or swaps, to manage exposure to fluctuations
in interest rates on our debt. Under our current swap agreements, we pay a fixed
rate on the notional amount to a bank and the bank pays us a variable rate on
the notional amount equal to a base LIBOR rate. Our existing interest rate swaps
do not qualify for hedge accounting under SFAS 133 "Accounting for Derivative
Statements and Hedging Activities," and are recorded at fair value in our
balance sheet with changes in the fair value reflected in non-operating expense.
The fair market value of these instruments is determined by quotes obtained from
the related counter parties. The valuation of these derivative instruments is a
significant estimate that is largely affected by changes in interest rates and
market volatility. If interest rates significantly increase or decrease or
interest rate volatility increases or decreases, the value of these instruments
will significantly change, resulting in an impact on our earnings.


                                      -21-
<PAGE>

RESULTS OF OPERATIONS
---------------------

      The following discussion refers to the term daily sales. Daily sales are
defined as sales for a period of time divided by the number of shipping days in
that period of time.

THREE MONTHS ENDED SEPTEMBER 26, 2003 COMPARED TO THREE MONTHS ENDED SEPTEMBER
27, 2002

      NET SALES. Our net sales increased by $0.7 million, or 0.4%, to $166.7
million in the three months ended September 2003 from $166.0 million in the
comparable period for the prior year. Daily sales were $2.6 million in the three
months ended September 2003 and 2002. During the third quarter of 2003 we
reclassified freight costs paid by our customers, or freight revenue, from
selling, general and administrative expenses to net sales. This reclassification
did not have an effect on operating income. However, it did increase both net
sales and selling, general and administrative expenses by $1.3 million for the
three months ended September 2003. Excluding the effect of this
reclassification, net sales for the three months ended September 2003 were 0.4%
lower than the comparable prior year period. This net sales decrease was
primarily due to continued weakness in the multi-family housing and professional
contractor markets, which are our two largest customer groups.

      GROSS PROFIT. Gross profit increased by $3.0 million, or 5.0%, to $63.4
million in the three months ended September 2003 from $60.4 million in the
comparable period for the prior year. The increase in gross margin to 38.0% for
the three months ended September 2003 from 36.4% for the three months ended
September 2002 was primarily due to continued success in obtaining more
favorable relationships with key suppliers, expanding our import sourcing and
private label programs, eliminating lower margin products from our catalog and
the reclassification of freight revenue described above.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, or SG&A expenses, increased by $2.2 million, or 5.4%,
to $43.7 million in the three months ended September 2003 from $41.5 million in
the comparable period for the prior year. Excluding the effect of the $1.3
million freight reclassification referred to above, SG&A expenses increased $0.9
million. This increase was primarily associated with higher health care and
compensation costs, as well as consulting costs related to long term cost
reduction measures.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $0.2 million, or 7.8%, to $3.1 million in the three months ended
September 2003 from $2.9 million in the comparable period for the prior year.
This was primarily due to a change in accounting estimate made in the third
quarter of 2003 to change the estimated useful life of certain acquired customer
lists, described in Note 2 to the financial statements contained in this
quarterly report, to 17 years. The effect of this change in accounting estimate
was to increase amortization expense by $0.3 million in the three month period
ended September 2003.

      SPECIAL COSTS AND EXPENSES. Special costs and expenses were $0.1 million
during the three months ended September 2003 and $1.5 million in the comparable
period for the prior year. Special costs and expenses consist of non-recurring
costs incurred in connection with our acquisition of Barnett Inc., or Barnett,
and related integration activities. Included are expenses related to the cost to
terminate leases for real property, write off inventory associated with our
planned vendor consolidation efforts, relocate executive and administrative
functions, pay employee severance, integrate management information systems,
physically relocate inventory and related consulting costs.

      OPERATING INCOME. As a result of the foregoing, operating income increased
by $2.0 million, or 13.6%, to $16.4 million in the three months ended September
2003 from $14.4 million in the comparable period for the prior year.

      INTEREST EXPENSE. Interest expense increased by $0.8 million in the three
months ended September 2003 to $10.3 million from $9.5 million in the comparable
period for the prior year. The increase in interest expense resulted primarily
from higher average debt balances associated with the Refinancing Transactions
(defined below).


                                      -22-
<PAGE>

      CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS. We recorded an increase in
fair value of our interest rate swaps resulting in a gain of $2.2 million in the
three months ended September 2003 compared to a decrease in fair value resulting
in a loss of $4.4 million in the comparable period for the prior year. These
non-cash increases and decreases in value were attributable to changes in
interest rates and market volatility. As of September 26, 2003 the fair value of
interest rate swaps was recorded as a long-term liability in the amount of $14.8
million. We intend to hold these interest rate swaps until their respective
maturities.

      PROVISION FOR INCOME TAXES. The provision from income taxes was $3.6
million in the three months ended September 2003 compared to $0.2 million in the
comparable period for the prior year. The effective tax rate for the three
months ended September 2003 was 42.6% compared to 37.2% in the comparable period
for the prior year. The increase in the effective tax rate was primarily due to
ordinary course adjustments to our fiscal year 2002 tax returns.

NINE MONTHS ENDED SEPTEMBER 26, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER27,
2002

      NET SALES. Our net sales decreased by $5.1 million, or 1.0%, to $481.2
million in the nine months ended September 2003 from $486.3 million in the
comparable period for the prior year. Daily sales were $2.5 million in the nine
months ended September 2003 and 2002. As mentioned above, during the third
quarter of 2003 we reclassified freight revenue from SG&A expenses to net sales.
This reclassification did not have an effect on operating income. However it did
increase both net sales and SG&A expenses by $1.3 million for the nine months
ended September 2003. Excluding the effect of this reclassification, net sales
for the nine months ended September 2003 were 1.3% lower than the comparable
prior year period. This net sales decrease was primarily due to continued
weakness in the multi-family housing and professional contractor markets, which
are our two largest customer groups, and severe weather conditions in certain
parts of the United States during the first quarter of 2003.

      GROSS PROFIT. Gross profit increased by $4.3 million, or 2.4%, to $183.0
million in the nine months ended September 2003 from $178.7 million in the
comparable period for the prior year. The increase in gross margin to 38.0% for
the nine months ended September 2003 from 36.7% for the nine months ended
September 2002 was primarily due to continued success in obtaining more
favorable relationships with key suppliers, expanding our import sourcing and
private label programs, eliminating lower margin products from our catalog and
the reclassification of freight revenue described above.

      SG&A EXPENSES. SG&A expenses increased by $2.4 million, or 1.9%, to $126.7
million in the nine months ended September 2003 from $124.3 million in the
comparable period for the prior year. Our SG&A expense increase was primarily a
result of higher health care and compensation costs and the reclassification of
freight revenue described above.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $0.1 million, or 0.6%, to $8.8 million in the nine months ended
September 2003 from $8.7 million in the comparable period for the prior year.
This was primarily due to a change in accounting estimate made in the third
quarter of 2003, as described above. The effect of this change in accounting
estimate was to increase amortization expense by $0.3 million in the three and
nine-month periods ended September 2003.

      SPECIAL COSTS AND EXPENSES. Special costs and expenses were $0.5 million
during the nine months ended September 2003 and $2.8 million in the comparable
period for the prior year. Special costs and expenses consist of non-recurring
costs incurred in connection with our acquisition of Barnett and related
integration activities. Included are expenses related to the cost to terminate
leases for real property, write off inventory associated with our planned vendor
consolidation efforts, relocate executive and administrative functions, pay
employee severance, integrate management information systems, physically
relocate inventory and related consulting costs.

      LOSS ON EXTINGUISHMENT OF DEBT. In connection with our Refinancing
Transactions, we recorded an expense of $14.9 million in the second quarter of
2003 for the early extinguishments of debt. This expense results from the
write-off of the unamortized loan fees and discount relating to our former
credit facility and the redemption premium incurred upon redemption of our 16%
Senior Subordinated Notes due September 29, 2008, as part of the Refinancing
Transactions.


                                      -23-
<PAGE>

      OPERATING INCOME. As a result of the foregoing, operating income increased
by $4.1 million, or 9.5%, to $47.0 million in the nine months ended September
2003 from $42.9 million in the comparable period for the prior year.

      INTEREST EXPENSE. Interest expense increased by $1.2 million in the nine
months ended September 2003 to $30.0 million from $28.8 million in the
comparable period for the prior year. The increase in interest expense resulted
primarily from higher average debt balances associated with the Refinancing
Transactions.

      CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS. We recorded an increase in
fair value of our interest rate swaps resulting in a gain of $3.3 million in the
nine months ended September 2003 compared to a decrease in fair value resulting
in a loss of $5.9 million in the comparable period for the prior year. These
non-cash increases and decreases in value were attributable to changes in
interest rates and market volatility.

      PROVISION FOR INCOME TAXES. The provision from income taxes was $2.6
million in the nine months ended September 2003 compared to $3.1 million in the
comparable period for the prior year. The effective tax rate for the nine months
ended September 2003 was 47.2% compared to 37.1% in the comparable period for
the prior year. The increase in the effective tax rate was primarily due to
ordinary course adjustments to our fiscal year 2002 tax returns.

LIQUIDITY AND CAPITAL RESOURCES

      As of September 26, 2003, we had $48.2 million of availability under our
new $65.0 million revolving credit facility. Historically, our capital
requirements have been for debt service obligations, acquisitions, the expansion
and maintenance of our distribution network, upgrades of our proprietary
information systems software and working capital requirements. We expect this to
continue in the foreseeable future. Historically, we have funded these
requirements through internally generated cash flow and funds borrowed under our
former credit facility. We expect our cash flow from operations and the loan
availability under our new credit facility to be our primary source of funds in
the future. Letters of credit, which are issued under the revolving loan
facility under our new credit facility, will be used to support payment
obligations incurred for our general corporate purposes. As of September 26,
2003, we had $5.5 million of letters of credit issued under the new credit
facility. With respect to borrowings under our new credit facility, we have the
option to borrow at an adjusted LIBOR or an alternative base rate. Interest on
the new credit facility is payable quarterly and began on June 30, 2003, and
with respect to any LIBOR borrowings, on the last day of the interest period
applicable to the term of the borrowing.

      Net cash provided by operating activities was $31.7 million in the nine
months ended September 2003 compared to net cash provided by operating
activities of $7.6 million in the comparable period for the prior year. Net cash
provided by operating activities in the nine months ended September 2003 was
higher than the prior year period primarily as a result of improved working
capital trends.

      Net cash used in investing activities was $7.2 million in the nine months
ended September 2003 compared to $4.1 million in the comparable period for the
prior year. Net cash used in investing activities in the nine months ended
September 2003 was primarily attributable to capital expenditures made in the
ordinary course of business and the purchase of other investment assets. Capital
expenditures were $3.5 million and $4.1 million in the nine months ended
September 26, 2003 and the comparable period for the prior year, respectively.
Capital expenditures for the nine months ended September 2003 were 0.7% of net
sales. Our business acquisition expenditures were $3.7 million in the nine
months ended September 2003.

      Net cash used in financing activities totaled $8.0 million in the nine
months ended September 2003 compared to net cash used in financing activities of
$2.9 million in the comparable period for the prior year. Net cash used in
financing activities in the nine months ended September 2003 was attributable to
the Refinancing Transactions (described below). In the comparable period for the
prior year, net cash used in financing activities was related to the repayment
of long-term debt, partially offset by an increase in borrowings under our
former revolving credit facility.


                                      -24-
<PAGE>

      The $200.0 million aggregate principal amount of our 11.5% Senior
Subordinated Notes due 2011, or the 11.5% notes, was issued as part of the
Refinancing Transactions. On May 29, 2003, we entered into a new $205.0 million
senior secured credit facility which consists of a $140.0 million term loan
facility and a $65.0 million revolving loan facility. The net proceeds from the
offering of the 11.5% notes and the refinancing of our former credit facility
with the new credit facility were used to: (1) repay all outstanding
indebtedness under our former credit facility, (2) redeem all of our outstanding
16% senior subordinated notes due 2008, (3) pay accrued interest and related
redemption premiums on our former debt and (4) pay transaction fees and expenses
related to the offering and the new credit facility. We refer to these
transactions collectively as the "Refinancing Transactions". As of September 26,
2003, our total debt was $343.3 million, and our senior indebtedness was $145.5
million (of which $5.5 million was outstanding in the form of letters of
credit). Interest on the 11.5% notes, is payable semiannually, with the first
payment due November 15, 2003.

      We believe that cash flow from operations and available borrowing capacity
under our new credit facility will be adequate to finance our ongoing
operational cash flow needs and debt service obligations for the next twelve
months.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      Periodically, we enter into derivative financial instruments, including
interest rate exchange agreements, or swaps, to manage our exposure to
fluctuations in interest rates on our debt. Under our existing swaps, we pay a
fixed rate on the notional amount to our banks and the banks pays us a variable
rate on the notional amount equal to a base LIBOR rate. The total notional
amount of these transactions was $151.0 million at September 26, 2003. These
agreements, which mature between April and October of 2005, effectively fix the
interest at a weighted average rate of 6.56%. In the nine months ended September
26, 2003 we have recognized a non-cash gain of $3.3 million from the change in
value of our interest rate swaps. This increase in value of the interest rate
swaps is a direct result of changes in interest rates and market volatility.

      Periodically, we perform an analysis to determine the effect on interest
expense of instantaneous and sustained parallel shifts in interest rates of plus
or minus 100 basis points over a period of twelve months. As of September 26,
2003, this analysis reflected that a 100 basis point change in interest rates
would have resulted in a change in the fair value of the interest rate swaps of
approximately $2.9 million. While this simulation is a useful measure of our
sensitivity to changing rates, it is not a forecast of the future results and is
based on many assumptions that, if changed, could cause a different outcome. In
addition, a change in U.S. Treasury rates in the designated amounts accompanied
by a change in the shape of the Treasury yield curve would cause significantly
different changes to net interest income than indicated above.

ITEM 4. CONTROLS AND PROCEDURES.

      Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer (our principal executive officer and principal financial
officer), evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
September 26, 2003. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of September 26, 2003, our disclosure
controls and procedures were (1) designed to ensure that material information
relating to us, including our consolidated subsidiaries, is made known to our
Chief Executive Officer and Chief Financial Officer by others within those
entities, particularly during the period in which this report was being prepared
and (2) effective, in that they provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.


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<PAGE>

      No change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
quarter ended September 26, 2003 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                      -26-
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      We are involved in various legal proceedings that have arisen in the
ordinary course of our business and have not been fully adjudicated. These
actions, when ultimately concluded and determined, will not, in the opinion of
management, have a material adverse effect upon our consolidated financial
position, results of operations or liquidity.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      a. EXHIBITS

      The following exhibits are being filed as part of this Quarterly Report on
Form 10-Q/A:

      31.1  Certification of Michael J. Grebe as President and Chief Executive
            Officer of Interline Brands, Inc., pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

      31.2  Certification of William E. Sanford as Executive Vice President and
            Chief Financial Officer of Interline Brands, Inc., pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.

      32.1  Certification of Michael J. Grebe as President and Chief Executive
            Officer of Interline Brands, Inc., pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

      32.2  Certification of William E. Sanford as Executive Vice President and
            Chief Financial Officer of Interline Brands, Inc., pursuant to 18
            U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

      b. REPORTS ON FORM 8-K

      None.


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    INTERLINE BRANDS, INC.


                                    BY: /s/ William E. Sanford
                                        ---------------------------------------
                                        William E. Sanford
                                        Executive Vice President, Chief
                                        Financial Officer and Secretary

                                        (Duly Authorized Signatory and
                                        Principal Financial Officer)

Date: May 6, 2004


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