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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 13, 2005

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
|- | ------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



OR



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



For the transition period from
                 to



Commission file number 333-81235



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ROYSTER-CLARK, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 76-0329525                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1251 Avenue of the AmericasSuite 900 New York, New York       |  | 10020                               
|(Address of principal executive offices)                       |  | (Zip code)                          



(212) 332-2965

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)



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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 by Rule 12b-2 of the
Act). ̈



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.    Yes ̈No ̈Not applicable



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuers classes of common stock as of the last practical date. Not Applicable



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##### Table of Contents

ROYSTER-CLARK, INC.



FORM 10-Q



TABLE OF CONTENTS



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART 1. FINANCIAL INFORMATION: |  |                                                                                      
|                               |  |                                                                                      
|Item 1.                        |  | Financial Statements                                                                  |  |     
|                               |  | Condensed Consolidated Balance Sheets                                                 |  | 2   
|                               |  | Condensed Consolidated Statements of Operations                                       |  | 3   
|                               |  | Condensed Consolidated Statements of Cash Flows                                       |  | 4   
|                               |  | Notes to Condensed Consolidated Financial Statements                                  |  | 5   
|                               |  |                                                                                      
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 12  
|                               |  |                                                                                      
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 17  
|                               |  |                                                                                      
|Item 4.                        |  | Controls and Procedures                                                               |  | 18  
|                               | 
|PART 2. OTHER INFORMATION:     |  |                                                                                      
|                               |  |                                                                                      
|Item 6.                        |  | Exhibits                                                                              |  | 19  
|                               | 
|Signatures                     |  | 21                                                                                   



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FORWARD-LOOKING STATEMENTS



This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Report, the words estimate, project, anticipate, expect, intend, believe,
hope, may and similar expressions, as well as will, shall and other indications of future tense, are intended to identify forward-looking statements. Similarly, statements that describe the
Companys future plans, objectives, targets or goals are also forward-looking statements. The forward-looking statements are based on our current expectations and speak only as of the date made. These forward-looking statements involve known
and unknown risks, uncertainties and other factors that in some cases have affected our historical results and could cause actual results in the future to differ significantly from the results anticipated in forward-looking statements made in this
Report. Important factors that could cause a material effect include, but are not limited to, (i) changes in matters which affect the global supply and demand of fertilizer products, (ii) the volatility of the natural gas markets, (iii) a variety of
conditions in the agricultural industry such as grain prices, planted acreage, projected grain stocks, U.S. government policies, weather and changes in agricultural production methods, (iv) possible unscheduled plant outages and other operating
difficulties, (v) price competition and capacity expansions and reductions from both domestic and international producers, (vi) the relative unpredictability of national and local economic conditions within the markets we serve, (vii) environmental
regulations, (viii) other important factors affecting the fertilizer industry, (ix) fluctuations in interest rates, (x) volatility in the bond markets and (xi) other factors referenced in the Companys Reports and registration statements filed
with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements.



Few of the forward-looking statements in this Report deal with matters that are within our unilateral control. Acquisition, financing
and other agreements and arrangements must be negotiated with independent third parties and, in some cases, must be approved by governmental agencies. These third parties generally have interests that do not coincide with ours and may conflict with
our interests. Unless the third parties and we are able to compromise their various objectives in a mutually acceptable manner, agreements and arrangements will not be consummated.



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##### Table of Contents

PART 1. FINANCIAL INFORMATION



ITEM 1.FINANCIAL STATEMENTS.



ROYSTER-CLARK, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. Dollars in thousands)

Unaudited



|                                                                                                                                              |  |                |         |   |                   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | ------- | -
|                                                                                                                                              |  | March 31, 2005 |         |   | December 31, 2004 |        
|Assets                                                                                                                                        |  |                |         |   |                   |         |  
|Current assets:                                                                                                                               |  |                |         |   |                   |         |  
|Cash                                                                                                                                          |  | $              | 343     |   |                   | 367     |  
|Trade accounts receivable, net of allowance for doubtful accounts of $4,626 and $5,059 at March 31, 2005 and December 31, 2004,
respectively  |  |                | 106,789 |   |                   | 88,580  |  
|Other receivables                                                                                                                             |  |                | 4,124   |   |                   | 4,779   |  
|Inventories                                                                                                                                   |  |                | 408,403 |   |                   | 283,937 |  
|Prepaid expenses and other current assets                                                                                                     |  |                | 1,692   |   |                   | 2,733   |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|Total current assets                                                                                                                          |  |                | 521,351 |   |                   | 380,396 |  
|Property, plant and equipment, net of accumulated depreciation of $126,103 and $121,901 at March 31, 2005 and December 31, 2004,
respectively |  |                | 145,398 |   |                   | 149,047 |  
|Goodwill                                                                                                                                      |  |                | 16,540  |   |                   | 16,540  |  
|Deferred financing costs, net                                                                                                                 |  |                | 8,562   |   |                   | 8,117   |  
|Other assets, net                                                                                                                             |  |                | 7,989   |   |                   | 7,970   |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|                                                                                                                                              |  | $              | 699,840 |   |                   | 562,070 |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|Liabilities and Stockholders Equity                                                                                                          |  |                |         |   |                   |         |  
|Current liabilities:                                                                                                                          |  |                |         |   |                   |         |  
|Customer deposits                                                                                                                             |  | $              | 150,241 |   |                   | 87,943  |  
|Accounts payable                                                                                                                              |  |                | 108,106 |   |                   | 59,988  |  
|Accrued expenses and other current liabilities                                                                                                |  |                | 33,772  |   |                   | 26,127  |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|Total current liabilities                                                                                                                     |  |                | 292,119 |   |                   | 174,058 |  
|Senior Secured Credit Facility                                                                                                                |  |                | 159,925 |   |                   | 125,224 |  
|101/4% First Mortgage Notes due 2009                                                                                                          |  |                | 200,000 |   |                   | 200,000 |  
|Other long-term liabilities                                                                                                                   |  |                | 7,248   |   |                   | 7,546   |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|Total liabilities                                                                                                                             |  |                | 659,292 |   |                   | 506,828 |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|Stockholders equity:                                                                                                                         |  |                |         |   |                   |         |  
|Common stock, no par value. Authorized 350,000 shares; 1 share issued and outstanding                                                         |  |                |        |   |                   |        |  
|Additional paid-in capital                                                                                                                    |  |                | 88,599  |   |                   | 88,599  |  
|Accumulated deficit                                                                                                                           |  |                | (46,927 | ) |                   | (32,233 | )
|Accumulated other comprehensive loss                                                                                                          |  |                | (1,124  | ) |                   | (1,124  | )
|                                                                                                                                              |  |                |         |   |                   |         |  
|Total stockholders equity                                                                                                                    |  |                | 40,548  |   |                   | 55,242  |  
|                                                                                                                                              |  |                |         |   |                   |         |  
|                                                                                                                                              |  | $              | 699,840 |   |                   | 562,070 |  
|                                                                                                                                              |  |                |         |   |                   |         |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

ROYSTER-CLARK, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. Dollars in thousands)

UNAUDITED



|                                                              |  |                              |         |   |      |         |  
|------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | ------- | -
|                                                              |  | Three Months ended March 31, |        
|                                                              |  | 2005                         |         |   | 2004 |        
|Net sales                                                     |  | $                            | 204,545 |   |      | 204,977 |  
|Cost of sales                                                 |  |                              | 173,800 |   |      | 176,592 |  
|                                                              |  |                              |         |   |      |         |  
|Gross profit                                                  |  |                              | 30,745  |   |      | 28,385  |  
|Selling, general and administrative expenses                  |  |                              | 36,988  |   |      | 38,266  |  
|Loss (gain) on disposal of property, plant and equipment, net |  |                              | 715     |   |      | (160    | )
|Expenses related to abandoned financing alternatives          |  |                              | 552     |   |      |        |  
|                                                              |  |                              |         |   |      |         |  
|Operating loss                                                |  |                              | (7,510  | ) |      | (9,721  | )
|Interest expense                                              |  |                              | (7,086  | ) |      | (6,708  | )
|                                                              |  |                              |         |   |      |         |  
|Loss before income taxes                                      |  |                              | (14,596 | ) |      | (16,429 | )
|Income tax expense                                            |  |                              | 95      |   |      |        |  
|                                                              |  |                              |         |   |      |         |  
|Net loss                                                      |  | $                            | (14,691 | ) |      | (16,429 | )
|                                                              |  |                              |         |   |      |         |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

ROYSTER-CLARK, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. Dollars in thousands)

Unaudited



|                                                                            |  |                             |          |   |      |          |  
|--------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | -------- | -
|                                                                            |  | Three Months EndedMarch 31, |         
|                                                                            |  | 2005                        |          |   | 2004 |         
|Cash flows from operating activities:                                       |  |                             |          |   |      |          |  
|Net loss                                                                    |  | $                           | (14,691  | ) |      | (16,429  | )
|                                                                            |  |                             |          |   |      |          |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |          |   |      |          |  
|Provision for doubtful accounts                                             |  |                             | (158     | ) |      | 646      |  
|Depreciation and amortization                                               |  |                             | 6,364    |   |      | 6,396    |  
|Loss (gain) on disposal of property, plant and equipment                    |  |                             | 715      |   |      | (160     | )
|Changes in operating assets and liabilities increasing (decreasing) cash:   |  |                             |          |   |      |          |  
|Trade accounts receivable                                                   |  |                             | (18,051  | ) |      | (30,011  | )
|Other receivables                                                           |  |                             | 655      |   |      | 12,109   |  
|Inventories                                                                 |  |                             | (124,466 | ) |      | (101,150 | )
|Prepaid expenses and other current assets                                   |  |                             | 1,041    |   |      | 439      |  
|Other assets                                                                |  |                             | (328     | ) |      | (294     | )
|Accounts payable                                                            |  |                             | 48,118   |   |      | 69,580   |  
|Accrued expenses and other current liabilities                              |  |                             | 7,645    |   |      | 3,887    |  
|Other long-term liabilities                                                 |  |                             | (292     | ) |      | (126     | )
|                                                                            |  |                             |          |   |      |          |  
|Total adjustments                                                           |  |                             | (78,757  | ) |      | (38,684  | )
|                                                                            |  |                             |          |   |      |          |  
|Net cash used in operating activities                                       |  |                             | (93,448  | ) |      | (55,113  | )
|                                                                            |  |                             |          |   |      |          |  
|Cash flows from investing activities:                                       |  |                             |          |   |      |          |  
|Proceeds from sale of property, plant and equipment                         |  |                             | 428      |   |      | 1,783    |  
|Purchases of property, plant and equipment                                  |  |                             | (2,969   | ) |      | (2,400   | )
|                                                                            |  |                             |          |   |      |          |  
|Net cash used in investing activities                                       |  |                             | (2,541   | ) |      | (617     | )
|                                                                            |  |                             |          |   |      |          |  
|Cash flows from financing activities:                                       |  |                             |          |   |      |          |  
|Proceeds from senior secured credit facility                                |  |                             | 125,571  |   |      | 81,352   |  
|Payments on senior secured credit facility                                  |  |                             | (90,871  | ) |      | (106,003 | )
|Principal payments on long-term debt                                        |  |                             | (5       | ) |      | (233     | )
|Dividend paid to Royster-Clark Group, Inc.                                  |  |                             | (3       | ) |      | (15      | )
|Net increase in customer deposits                                           |  |                             | 62,298   |   |      | 80,224   |  
|Payment of deferred financing costs                                         |  |                             | (1,025   | ) |      | (141     | )
|                                                                            |  |                             |          |   |      |          |  
|Net cash provided by financing activities                                   |  |                             | 95,965   |   |      | 55,184   |  
|                                                                            |  |                             |          |   |      |          |  
|Net decrease in cash                                                        |  |                             | (24      | ) |      | (546     | )
|Cash at beginning of period                                                 |  |                             | 367      |   |      | 886      |  
|                                                                            |  |                             |          |   |      |          |  
|Cash at end of period                                                       |  | $                           | 343      |   |      | 340      |  
|                                                                            |  |                             |          |   |      |          |  
|Supplemental disclosure of cash flow information:                           |  |                             |          |   |      |          |  
|Cash paid during the period for interest                                    |  | $                           | 1,952    |   |      | 1,398    |  
|                                                                            |  |                             |          |   |      |          |  
|Cash paid during the period for income taxes                                |  | $                           | 2        |   |      | 1        |  
|                                                                            |  |                             |          |   |      |          |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



(1) Description of Business and Basis of
Presentation



Royster-Clark, Inc. (herein referred to as
Royster-Clark or the Company) is a retail and wholesale distributor of mixed fertilizer, fertilizer materials, seed, crop protection products and agronomic services to farmers, primarily in the Southeast and Midwest regions of the United States. The
Companys operations consist of retail farm centers (Farmarkets®), granulation, blending and seed processing facilities, and a network of storage and distribution terminals and warehouses. In addition, the Company operates two nitrogen-manufacturing facilities that supply the retail
and wholesale distribution businesses with nitrogen fertilizer and industrial nitrogen products. The Company is a wholly owned subsidiary of Royster-Clark Group, Inc.



The information presented as of March 31, 2005 and for the three month periods ended March 31, 2005 and 2004 is unaudited,
and reflects all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair presentation of the Companys financial position as of March 31, 2005 and the results of its operations for the
three month periods ended March 31, 2005 and 2004, and its cash flows for the three month periods ended March 31, 2005 and 2004. The December 31, 2004 balance sheet information was derived from the audited consolidated financial statements for the
year ended December 31, 2004. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or
accumulated deficit.



Management of the Company has made a
number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reported periods to prepare these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.



The condensed consolidated financial statements included herein have been
prepared in accordance with U.S. generally accepted accounting principles and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial
statements for the year ended December 31, 2004, which are included as part of the Companys Annual Report on Form 10-K.



The Companys business is highly seasonal with a high concentration of sales generated between March and July. Since 1999, sales occurring between
March and July have varied from approximately 68% to 73% of annual sales based upon planting, growing and harvesting cycles. In 2004, approximately 71% of sales occurred between March and July. The Company is not aware of any factors that currently
exist that would make this sales concentration either exceed or fall below historical percentages. Results for the interim periods presented are not necessarily indicative of results that may be expected for the entire year.



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##### Table of Contents

ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



(2) Inventories



Inventories at March 31, 2005 and December 31, 2004 consist of the following:



|                         |  |                |         |                   |        
|------------------------ |  | -------------- | ------- | ----------------- | -------
|                         |  | March 31, 2005 |         | December 31, 2004
|Crop protection products |  | $              | 103,357 |                   | 61,088 
|Fertilizers              |  |                | 54,210  |                   | 33,716 
|Raw materials            |  |                | 185,667 |                   | 135,014
|Seeds                    |  |                | 51,049  |                   | 38,269 
|Sundries and other       |  |                | 14,120  |                   | 15,850 
|                         |  |                |         |                   |        
|                         |  | $              | 408,403 |                   | 283,937
|                         |  |                |         |                   |        



(3) Goodwill and Intangible Assets



There were no changes in the carrying amount of goodwill
for the three month period ended March 31, 2005.



The gross
carrying value and accumulated amortization of major classes of intangible assets as of March 31, 2005 and December 31, 2004 are as follows:



|                              |  |                       |       |                          |       |     |      
|----------------------------- |  | --------------------- | ----- | ------------------------ | ----- | --- | -----
|                              |  | March 31, 2005       
|                              |  | Gross carrying amount |       | Accumulated amortization |       | Net
|Amortizing intangible assets: |  |                       |       |                          |       |     |      
|Technology and patent license |  | $                     | 4,102 |                          | 1,743 |     | 2,359
|Noncompete agreements         |  |                       | 388   |                          | 327   |     | 61   
|Other                         |  |                       | 315   |                          | 146   |     | 169  
|                              |  |                       |       |                          |       |     |      
|Total                         |  | $                     | 4,805 |                          | 2,216 |     | 2,589
|                              |  |                       |       |                          |       |     |      
|                              | 
|                              |  | December 31, 2004    
|                              |  | Gross carrying amount |       | Accumulated amortization |       | Net
|Amortizing intangible assets: |  |                       |       |                          |       |     |      
|Technology and patent license |  | $                     | 4,102 |                          | 1,617 |     | 2,485
|Noncompete agreements         |  |                       | 1,718 |                          | 1,625 |     | 93   
|Other                         |  |                       | 315   |                          | 138   |     | 177  
|                              |  |                       |       |                          |       |     |      
|Total                         |  | $                     | 6,135 |                          | 3,380 |     | 2,755
|                              |  |                       |       |                          |       |     |      



Aggregate amortization
expense for amortizing intangible assets for the three months ended March 31, 2005 and 2004 was $166 and $262, respectively. During the three month period ended March 31, 2005, fully amortized non-compete agreement intangible assets and accumulated
amortization of $1,330 were written off.



Estimated future
amortization of intangible assets is (i) $460 in the remainder of fiscal 2005; (ii) $542 in fiscal 2006; (iii) $537 in fiscal 2007; (iv) $537 in fiscal 2008; (v) $495 in fiscal 2009; and (vi) $18 thereafter.



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



(4) Environmental Matters



The Company is subject to a wide variety of federal, state, and local environmental laws and regulations. A number of the
Companys facilities have been evaluated as having excess nitrates, phosphorous, and pesticides in the surrounding soil or groundwater. In total, cleanup of hazardous or potentially hazardous substances has occurred, is being performed or has
been planned at approximately 40 sites. In addition, several underground storage tanks have been removed or closed at some facilities and these sites have been evaluated for possible contamination. At 17 locations, where past releases of fertilizer
or other hazardous substances have been documented and corrective actions taken, our environmental consultants or regulatory authorities have concluded that no further action is currently required. The Company would expect no further cleanup
activity at these locations. However, the Company can not be assured that further notices from the applicable regulatory authority will not be received or that future cleanup activities may be required of the Company. The Company has been identified
as a potentially responsible party concerning the release of certain hazardous substances at five locations. While the current law potentially imposes joint and several liability upon each party named as a potentially responsible party, the
Companys contribution to clean up these sites is expected to be limited given the number of other companies which have also been named as potentially responsible parties and the nature and amount of cleanup involved.



The Company has recorded environmental liabilities at March 31, 2005 and
December 31, 2004 for the estimated cost of cleanup efforts of identified contamination or site characterization, which total $2,533 and $2,807, respectively, and are included in other long-term liabilities in the accompanying condensed consolidated
balance sheets. Actual cash expenditures during the three month periods ended March 31, 2005 and 2004 were $64 and $68, respectively. During the first quarter, certain estimates were revised as changing facts came to light during the quarter that
resulted in a net decrease in environmental accruals of $210 for properties being monitored. These liabilities do not take into account any claims for recoveries from insurance or third parties and are not discounted. Actual costs to be incurred at
identified sites in future periods may vary from the estimates, given inherent uncertainty in evaluating environmental exposures.



During 2004, indemnities obtained in connection with the 1999 acquisitions of AgriBusiness and Royster-Clark and other acquisitions by the Company have
substantially all expired. Claims against indemnities obtained from Lebanon Chemical Corporation (LCC) and from the former stockholder of Alliance Agronomics, Inc. for environmental conditions identified as of the date of the respective acquisitions
continue to be pursued. Resolution of these claims, whether or not they are resolved in the Companys favor are not expected to have a material impact to the Companys financial position or results of operation.



(5) Condensed Financial Data of Guarantor Subsidiaries



The Company issued $200,000 of 101/4% First Mortgage Notes due April 2009 (herein referred to as the First Mortgage Notes) on April 22, 1999 to
partially finance an acquisition. The First Mortgage Notes mature on April 22, 2009 and bear interest at 101/4%
payable semi-annually in arrears. The First Mortgage Notes are secured by 17 principal properties, related fixtures and equipment and other related assets and a pledge of equity of certain subsidiaries. The First Mortgage Notes are guaranteed on a
full, unconditional and joint and several basis, by each of the following subsidiaries of Royster-Clark:



|                            |  |                                       |  |                             
|--------------------------- |  | ------------------------------------- |  | ----------------------------
|Royster-Clark Realty LLC    |  | Royster-Clark AgriBusiness, Inc.      |  | Royster-Clark Nitrogen, Inc.
|Royster-Clark Resources LLC |  | Royster-Clark AgriBusiness Realty LLC |  |                             



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



There are currently no restrictions on the ability of Royster-Clark to obtain funds from its
guarantor subsidiaries through dividends or loans.



The
following tables present the condensed financial data of Royster-Clark and its guarantor subsidiaries as of March 31, 2005 and December 31, 2004 and for the three month periods ended March 31, 2005 and 2004.



Balance Sheet Data as of March 31, 2005:



|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|---------------------------------------------- |  | ------------------- | ------- | - | ---------------------- | ------- | - | ------------ | -------- | - | ------------ | ------- | -
|                                               |  | Royster-Clark, Inc. |         |   | Guarantor Subsidiaries |         |   | Eliminations |          |   | Consolidated |        
|Current assets:                                |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Cash                                           |  | $                   | 42      |   |                        | 301     |   |              |         |   |              | 343     |  
|Trade accounts receivable, net                 |  |                     |        |   |                        | 106,789 |   |              |         |   |              | 106,789 |  
|Other receivables                              |  |                     | 996     |   |                        | 8,318   |   |              | (5,190   | ) |              | 4,124   |  
|Inventories                                    |  |                     |        |   |                        | 408,423 |   |              | (20      | ) |              | 408,403 |  
|Prepaid expenses and other current assets      |  |                     |        |   |                        | 1,692   |   |              |         |   |              | 1,692   |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total current assets                           |  |                     | 1,038   |   |                        | 525,523 |   |              | (5,210   | ) |              | 521,351 |  
|Property, plant and equipment, net             |  |                     | 7,460   |   |                        | 137,938 |   |              |         |   |              | 145,398 |  
|Goodwill                                       |  |                     | 12,012  |   |                        | 4,528   |   |              |         |   |              | 16,540  |  
|Deferred financing costs, net                  |  |                     | 8,562   |   |                        |        |   |              |         |   |              | 8,562   |  
|Other assets, net                              |  |                     | 15      |   |                        | 7,974   |   |              |         |   |              | 7,989   |  
|Investment in subsidiaries                     |  |                     | 420,732 |   |                        |        |   |              | (420,732 | ) |              |        |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total assets                                   |  | $                   | 449,819 |   |                        | 675,963 |   |              | (425,942 | ) |              | 699,840 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Current liabilities:                           |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Customer deposits                              |  | $                   |        |   |                        | 150,241 |   |              |         |   |              | 150,241 |  
|Accounts payable                               |  |                     |        |   |                        | 113,296 |   |              | (5,190   | ) |              | 108,106 |  
|Accrued expenses and other current liabilities |  |                     | 10,773  |   |                        | 22,999  |   |              |         |   |              | 33,772  |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total current liabilities                      |  |                     | 10,773  |   |                        | 286,536 |   |              | (5,190   | ) |              | 292,119 |  
|Senior Secured Credit Facility                 |  |                     | 159,925 |   |                        |        |   |              |         |   |              | 159,925 |  
|101/4% First Mortgage Notes                    |  |                     | 200,000 |   |                        |        |   |              |         |   |              | 200,000 |  
|Other long-term liabilities                    |  |                     | 701     |   |                        | 6,547   |   |              |         |   |              | 7,248   |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total liabilities                              |  |                     | 371,399 |   |                        | 293,083 |   |              | (5,190   | ) |              | 659,292 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Stockholders equity:                          |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Common stock                                   |  |                     |        |   |                        |        |   |              |         |   |              |        |  
|Additional paid-in capital                     |  |                     | 78,599  |   |                        | 430,732 |   |              | (420,732 | ) |              | 88,599  |  
|Accumulated deficit                            |  |                     | (179    | ) |                        | (46,728 | ) |              | (20      | ) |              | (46,927 | )
|Accumulated other comprehensive loss           |  |                     |        |   |                        | (1,124  | ) |              |         |   |              | (1,124  | )
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total stockholders equity                     |  |                     | 78,420  |   |                        | 382,880 |   |              | (420,752 | ) |              | 40,548  |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total liabilities and stockholders equity     |  | $                   | 449,819 |   |                        | 675,963 |   |              | (425,942 | ) |              | 699,840 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



Balance Sheet Data as of December 31, 2004:



|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|---------------------------------------------- |  | ------------------- | ------- | - | ---------------------- | ------- | - | ------------ | -------- | - | ------------ | ------- | -
|                                               |  | Royster-Clark, Inc. |         |   | Guarantor Subsidiaries |         |   | Eliminations |          |   | Consolidated |        
|Current assets:                                |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Cash                                           |  | $                   | 42      |   |                        | 325     |   |              |         |   |              | 367     |  
|Trade accounts receivable, net                 |  |                     |        |   |                        | 88,580  |   |              |         |   |              | 88,580  |  
|Other receivables                              |  |                     | 3,223   |   |                        | 19,382  |   |              | (17,826  | ) |              | 4,779   |  
|Inventories                                    |  |                     |        |   |                        | 284,429 |   |              | (492     | ) |              | 283,937 |  
|Prepaid expenses and other current assets      |  |                     | 4       |   |                        | 2,729   |   |              |         |   |              | 2,733   |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total current assets                           |  |                     | 3,269   |   |                        | 395,445 |   |              | (18,318  | ) |              | 380,396 |  
|Property, plant and equipment, net             |  |                     | 7,900   |   |                        | 141,147 |   |              |         |   |              | 149,047 |  
|Goodwill                                       |  |                     | 12,012  |   |                        | 4,528   |   |              |         |   |              | 16,540  |  
|Deferred financing costs, net                  |  |                     | 8,117   |   |                        |        |   |              |         |   |              | 8,117   |  
|Other assets, net                              |  |                     | 15      |   |                        | 7,955   |   |              |         |   |              | 7,970   |  
|Investment in subsidiaries                     |  |                     | 378,384 |   |                        |        |   |              | (378,384 | ) |              |        |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total assets                                   |  | $                   | 409,697 |   |                        | 549,075 |   |              | (396,702 | ) |              | 562,070 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Current liabilities:                           |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Customer deposits                              |  | $                   |        |   |                        | 87,943  |   |              |         |   |              | 87,943  |  
|Accounts payable                               |  |                     |        |   |                        | 77,814  |   |              | (17,826  | ) |              | 59,988  |  
|Accrued expenses and other current liabilities |  |                     | 5,547   |   |                        | 20,580  |   |              |         |   |              | 26,127  |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total current liabilities                      |  |                     | 5,547   |   |                        | 186,337 |   |              | (17,826  | ) |              | 174,058 |  
|Senior Secured Credit Facility                 |  |                     | 125,224 |   |                        |        |   |              |         |   |              | 125,224 |  
|101/4% First Mortgage Notes                    |  |                     | 200,000 |   |                        |        |   |              |         |   |              | 200,000 |  
|Other long-term liabilities                    |  |                     | 506     |   |                        | 7,040   |   |              |         |   |              | 7,546   |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total liabilities                              |  |                     | 331,277 |   |                        | 193,377 |   |              | (17,826  | ) |              | 506,828 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Stockholders equity:                          |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Common stock                                   |  |                     |        |   |                        |        |   |              |         |   |              |        |  
|Additional paid-in capital                     |  |                     | 78,599  |   |                        | 388,384 |   |              | (378,384 | ) |              | 88,599  |  
|Accumulated deficit                            |  |                     | (179    | ) |                        | (31,562 | ) |              | (492     | ) |              | (32,233 | )
|Accumulated other comprehensive loss           |  |                     |        |   |                        | (1,124  | ) |              |         |   |              | (1,124  | )
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total stockholders equity                     |  |                     | 78,420  |   |                        | 355,698 |   |              | (378,876 | ) |              | 55,242  |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  
|Total liabilities and stockholders equity     |  | $                   | 409,697 |   |                        | 549,075 |   |              | (396,702 | ) |              | 562,070 |  
|                                               |  |                     |         |   |                        |         |   |              |          |   |              |         |  



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



Statement of Operations Data for the three months ended March 31, 2005 and 2004:



|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|------------------------------------------------------------- |  | ------------------- | ---- | - | ---------------------- | ------- | - | ------------ | ------- | - | ------------ | ------- | -
|                                                              |  | Royster-Clark, Inc. |      |   | Guarantor Subsidiaries |         |   | Eliminations |         |   | Consolidated |        
|Three Months Ended March 31, 2005                             |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Net sales                                                     |  | $                   | 996  |   |                        | 219,164 |   |              | (15,615 | ) |              | 204,545 |  
|Cost of sales                                                 |  |                     | 100  |   |                        | 184,597 |   |              | (10,897 | ) |              | 173,800 |  
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Gross profit                                                  |  |                     | 896  |   |                        | 34,567  |   |              | (4,718  | ) |              | 30,745  |  
|Selling, general and administrative expenses                  |  |                     | 243  |   |                        | 41,935  |   |              | (5,190  | ) |              | 36,988  |  
|Loss on disposal of property, plant and equipment, net        |  |                     | 86   |   |                        | 629     |   |              |        |   |              | 715     |  
|Expenses related to abandoned financing alternatives          |  |                     |     |   |                        | 552     |   |              |        |   |              | 552     |  
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Operating income (loss)                                       |  |                     | 567  |   |                        | (8,549  | ) |              | 472     |   |              | (7,510  | )
|Interest expense                                              |  |                     | (565 | ) |                        | (6,521  | ) |              |        |   |              | (7,086  | )
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Income (loss) before income taxes                             |  |                     | 2    |   |                        | (15,070 | ) |              | 472     |   |              | (14,596 | )
|Income tax expense                                            |  |                     |     |   |                        | 95      |   |              |        |   |              | 95      |  
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Net income (loss)                                             |  | $                   | 2    |   |                        | (15,165 | ) |              | 472     |   |              | (14,691 | )
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Three Months Ended March 31, 2004                             |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Net sales                                                     |  | $                   | 819  |   |                        | 216,339 |   |              | (12,181 | ) |              | 204,977 |  
|Cost of sales                                                 |  |                     | 102  |   |                        | 184,784 |   |              | (8,294  | ) |              | 176,592 |  
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Gross profit                                                  |  |                     | 717  |   |                        | 31,555  |   |              | (3,887  | ) |              | 28,385  |  
|Selling, general and administrative expenses                  |  |                     | 247  |   |                        | 42,274  |   |              | (4,255  | ) |              | 38,266  |  
|Loss (gain) on disposal of property, plant and equipment, net |  |                     | 10   |   |                        | (170    | ) |              |        |   |              | (160    | )
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Operating income (loss)                                       |  |                     | 460  |   |                        | (10,549 | ) |              | 368     |   |              | (9,721  | )
|Interest expense                                              |  |                     | (458 | ) |                        | (6,250  | ) |              |        |   |              | (6,708  | )
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Income (loss) before income taxes                             |  |                     | 2    |   |                        | (16,799 | ) |              | 368     |   |              | (16,429 | )
|Income tax expense                                            |  |                     |     |   |                        |        |   |              |        |   |              |        |  
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  
|Net income (loss)                                             |  | $                   | 2    |   |                        | (16,799 | ) |              | 368     |   |              | (16,429 | )
|                                                              |  |                     |      |   |                        |         |   |              |         |   |              |         |  



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

March 31, 2005

(U.S. Dollars in thousands)

UNAUDITED



Statement of Cash Flow Data for the three months ended March 31, 2005 and 2004:



|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|--------------------------------------------------- |  | ------------------- | -------- | - | ---------------------- | ------- | - | ------------ | - | ------------ | -------- | -
|                                                    |  | Royster-Clark, Inc. |          |   | Guarantor Subsidiaries |         |   | Eliminations |   | Consolidated |         
|Three Months Ended March 31, 2005                   |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash used in operating activities               |  | $                   | (33,685  | ) |                        | (59,763 | ) |              |  |              | (93,448  | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash flows from investing activities:               |  |                     |          |   |                        |         |   |              |   |              |          |  
|Proceeds from sale of property, plant and equipment |  |                     | 13       |   |                        | 415     |   |              |  |              | 428      |  
|Purchases of property, plant and equipment          |  |                     |         |   |                        | (2,969  | ) |              |  |              | (2,969   | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash provided by (used in) investing activities |  |                     | 13       |   |                        | (2,554  | ) |              |  |              | (2,541   | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash flows from financing activities:               |  |                     |          |   |                        |         |   |              |   |              |          |  
|Proceeds from Senior Secured Credit Facility        |  |                     | 125,571  |   |                        |        |   |              |  |              | 125,571  |  
|Payments on Senior Secured Credit Facility          |  |                     | (90,871  | ) |                        |        |   |              |  |              | (90,871  | )
|Principal payments on long-term debt                |  |                     |         |   |                        | (5      | ) |              |  |              | (5       | )
|Dividend paid to Royster-Clark Group, Inc.          |  |                     | (3       | ) |                        |        |   |              |  |              | (3       | )
|Net increase in customer deposits                   |  |                     |         |   |                        | 62,298  |   |              |  |              | 62,298   |  
|Payment of deferred financing costs                 |  |                     | (1,025   | ) |                        |        |   |              |  |              | (1,025   | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash provided by financing activities           |  |                     | 33,672   |   |                        | 62,293  |   |              |  |              | 95,965   |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net decrease in cash                                |  |                     |         |   |                        | (24     | ) |              |  |              | (24      | )
|Cash at beginning of period                         |  |                     | 42       |   |                        | 325     |   |              |  |              | 367      |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash at end of period                               |  | $                   | 42       |   |                        | 301     |   |              |  |              | 343      |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Three Months ended March 31, 2004                   |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash provided by (used in) operating activities |  | $                   | 24,807   |   |                        | (79,920 | ) |              |  |              | (55,113  | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash flows from investing activities:               |  |                     |          |   |                        |         |   |              |   |              |          |  
|Proceeds from sale of property, plant and equipment |  |                     |         |   |                        | 1,783   |   |              |  |              | 1,783    |  
|Purchases of property, plant and equipment          |  |                     |         |   |                        | (2,400  | ) |              |  |              | (2,400   | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash used in investing activities               |  |                     |         |   |                        | (617    | ) |              |  |              | (617     | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash flows from financing activities:               |  |                     |          |   |                        |         |   |              |   |              |          |  
|Proceeds from Senior Secured Credit Facility        |  |                     | 81,352   |   |                        |        |   |              |  |              | 81,352   |  
|Payments on Senior Secured Credit Facility          |  |                     | (106,003 | ) |                        |        |   |              |  |              | (106,003 | )
|Principal payments on long-term debt                |  |                     |         |   |                        | (233    | ) |              |  |              | (233     | )
|Dividend paid to Royster-Clark Group, Inc.          |  |                     | (15      | ) |                        |        |   |              |  |              | (15      | )
|Net increase in customer deposits                   |  |                     |         |   |                        | 80,224  |   |              |  |              | 80,224   |  
|Payment of deferred financing costs                 |  |                     | (141     | ) |                        |        |   |              |  |              | (141     | )
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net cash provided by (used in) financing activities |  |                     | (24,807  | ) |                        | 79,991  |   |              |  |              | 55,184   |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Net decrease in cash                                |  |                     |         |   |                        | (546    | ) |              |  |              | (546     | )
|Cash at beginning of period                         |  |                     | 42       |   |                        | 844     |   |              |  |              | 886      |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  
|Cash at end of period                               |  | $                   | 42       |   |                        | 298     |   |              |  |              | 340      |  
|                                                    |  |                     |          |   |                        |         |   |              |   |              |          |  



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



THE FOLLOWING INFORMATION CONTAINS FORWARD-LOOKING STATEMENTS. SEE FORWARD-LOOKING STATEMENTS ABOVE. YOU SHOULD NOT PLACE UNDUE RELIANCE ON
ANY SUCH FORWARD-LOOKING STATEMENTS AS SUCH STATEMENTS SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE, CIRCUMSTANCES AND RESULTS MAY CHANGE AND WE MIGHT NOT UPDATE THEM TO REFLECT CHANGES THAT OCCUR AFTER THE DATE THEY ARE MADE.



General



Royster-Clark, Inc. together with its subsidiaries (the Company or Royster-Clark) is a retail and
wholesale distributor of mixed fertilizer, fertilizer materials, seed, crop protection products (collectively, crop production inputs) and agronomic services to farmers, primarily in the Southeast and Midwest regions of the United
States. The Companys operations include retail farm centers (Farmarkets®), granulation, blending and seed processing facilities, and a network of storage and distribution terminals and warehouses. In addition, the Company operates two nitrogen-manufacturing plants that supply
its wholesale and industrial customers with nitrogen products. The Company is a wholly owned subsidiary of Royster-Clark Group, Inc., a closely held private company.



Weather conditions can significantly affect our results of operations, both for quarterly reporting and on an annual basis.
Adverse weather conditions during the planting season may force farmers to either delay or abandon their planting, or change to another crop, which may lead to lower use of crop production inputs. Favorable weather conditions, especially early in
the planting season, may not lead to increased plantings with a potential increased use of various crop production inputs. Favorable weather, however, will allow the farmer to plant to the full extent of their planting intentions.



The crop production inputs distribution business is highly seasonal with a
high concentration of sales generated between March and July. Since 1999, sales occurring between March and July have varied from approximately 68% to 73% of annual sales based upon planting, growing and harvesting cycles of our customers. In 2004,
approximately 71% of sales occurred between March and July. The Company is not aware of any factors that currently exist that would make this sales concentration either exceed or fall below historical percentages. Inventories must be accumulated to
be available for seasonal sales, requiring significant storage capacity. The accumulation of inventory is financed by the Company through its credit facility, by customer prepayments, and by suppliers. Depending on weather and field conditions in
the Companys widely diverse geographic marketing areas, the period of heavy product shipments to customers can vary by several weeks, which may have an impact in which quarter sales are recorded.



As a result of the inherent seasonality of our business, we experience
significant fluctuations in our revenues, income and net working capital levels. This seasonality also generally results in higher fertilizer prices during the peak periods, with prices typically reaching their highest point in the spring,
decreasing in the summer, and increasing in the fall through the spring.



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Another factor affecting our business is the price for fertilizers. We purchase nitrogen materials,
phosphates, and potash and resell these nutrients in either their original form or in the form of multi-nutrient fertilizers. Price volatility varies for major nitrogen, phosphate and potash products. The table below provides quarter end prices for
the products indicated by Mid-Cornbelt or Midwest per ton price quote listing published by Green Markets© (a publication reporting on fertilizer industry developments). Ammonia (anhydrous ammonia) is being illustrated as a proxy for nitrogen products, while DAP (diammonium phosphate) and
potash (coarse muriate potash) are being used as proxies for phosphate and potash products.



|          |  |              |  |                   |  |              |  |         |  |         |  |           |  |           |  |          
|--------- |  | ------------ |  | ----------------- |  | ------------ |  | ------- |  | ------- |  | --------- |  | --------- |  | ---------
|          |  |              |  | Quarter end price |  | Year-to-date
|$ per ton |  |              |  | 1st               |  | 2nd          |  | 3rd     |  | 4th     |  | Average   |  | High      |  | Low      
|Ammonia   |  | 200520042003 |  | 370328350         |  | 315290      |  | 330295 |  | 360330 |  | 350339305 |  | 370340360 |  | 340328260
|DAP       |  | 200520042003 |  | 248232215         |  | 222200      |  | 235200 |  | 245222 |  | 242232193 |  | 248235220 |  | 240230180
|Potash    |  | 200520042003 |  | 200135116         |  | 152116      |  | 173124 |  | 195130 |  | 198133115 |  | 200139116 |  | 195129115



Source:Green Markets©, Mid Corn Belt or Midwestern U.S. price quote reported



While the level of nitrogen prices affects the profitability of our entire business, the level of nitrogen prices affects the profitability of our
nitrogen-manufacturing facilities more directly. The level of phosphate and potash prices affects the profitability of our business since gross profit generated by our processing and distribution activities with these materials is typically a
function of the underlying cost.



The major raw material in the
manufacture of nitrogen-based products is natural gas. For the first three months of 2005, we purchased natural gas on the spot market and through the use of short-term, fixed supply, fixed price purchase contracts for use in our nitrogen-production
facility in East Dubuque, IL. The use of fixed-priced purchase contracts permits the Company to elect to lock in our gas costs for quantities of Million British Thermal Units (MMBTU) for a portion of its natural gas requirements through the winter
months, which have demonstrated the highest degree of volatility.



The table below illustrates some of the degree of volatility of natural gas pricing quoted at the Henry Hub.



|            |  |                   |  |              |  |      |  |      |  |         |  |       |  |     
|----------- |  | ----------------- |  | ------------ |  | ---- |  | ---- |  | ------- |  | ----- |  | ----
|            |  | Quarter end price |  | Year-to-date
|$ per MMBTU |  | 1st               |  | 2nd          |  | 3rd  |  | 4th  |  | Average |  | High  |  | Low 
|2005        |  | 7.47              |  |             |  |     |  |     |  | 6.43    |  | 7.47  |  | 5.57
|2004        |  | 5.64              |  | 6.05         |  | 6.43 |  | 6.03 |  | 5.63    |  | 7.06  |  | 5.08
|2003        |  | 5.00              |  | 5.31         |  | 4.66 |  | 5.79 |  | 6.27    |  | 19.07 |  | 4.87



Source: Energy
Intelligence Group, Inc. website, www.energyintel.com



Since March 31, 2005 through the end of April 2005, natural gas prices have fluctuated between $6.64 per MMBTU to $7.80 per MMBTU. The level of natural gas prices directly affects profitability of our company-manufactured nitrogen-based
products.



During a typical March, increasing amounts of
fieldwork activity has begun and would translate into strong movement of crop production inputs through our Farmarkets® in the Companys Southeast market areas. The Companys Midwest market areas will typically not exhibit very strong sales of crop production
inputs from Farmarkets® in that market area during
March. This year, heavy precipitation fell along the Atlantic Coast and in the Ohio Valley during March and hindered fieldwork. Frequent rainfall in the Southeast hampered field preparation and planting. The Midwest region experienced mostly
favorable weather conditions which allowed for field preparation; however, significant sales of crop production inputs would not typically result during this phase of fieldwork. We do not believe, at this time that sales of crop production inputs
have been lost, only



13



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delayed and will recover during the Companys second fiscal quarter. However, we can not be assured that these weather conditions will not have an
adverse impact on the Companys operating results.



Results of Operations



Three months ended March 31, 2005
compared to three months ended March 31, 2004



The
following table and discussion provides information regarding Royster-Clarks condensed consolidated statement of operations for the three months ended March 31, 2005 and 2005 as a percentage of net sales.



|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   
|-------------------------------------------------------- |  | ---- | ------- | - | ---- | ----- | -- |  | - | ------- | - |  | ----- | --
|                                                         |  | 2005 |         |   | 2004 |      
|Net sales                                                |  | $    | 204,545 |   |      | 100.0 | %  |  | $ | 204,977 |   |  | 100.0 | % 
|Cost of sales                                            |  |      | 173,800 |   |      | 85.0  |    |  |   | 176,592 |   |  | 86.2  |   
|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   
|Gross profit                                             |  |      | 30,745  |   |      | 15.0  |    |  |   | 28,385  |   |  | 13.8  |   
|Selling, general and administrative expenses             |  |      | 36,988  |   |      | 18.1  |    |  |   | 38,266  |   |  | 18.6  |   
|Loss (gain) on disposal of property, plant and equipment |  |      | 715     |   |      | 0.3   |    |  |   | (160    | ) |  | (0.1  | ) 
|Expenses related to abandoned financing alternatives     |  |      | 552     |   |      | 0.3   |    |  |   |        |   |  |      |   
|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   
|Operating loss                                           |  |      | (7,510  | ) |      | (3.7  | )  |  |   | (9,721  | ) |  | (4.7  | ) 
|Interest expense                                         |  |      | (7,086  | ) |      | (3.5  | )  |  |   | (6,708  | ) |  | (3.3  | ) 
|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   
|Loss before income taxes                                 |  |      | (14,596 | ) |      | (7.2  | )  |  |   | (16,429 | ) |  | (8.0  | ) 
|Income tax expense                                       |  |      | 95      |   |      |      |    |  |   |        |   |  |      |   
|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   
|Net loss                                                 |  |      | (14,691 | ) |      | (7.2  | )% |  |   | (16,429 | ) |  | (8.0  | )%
|                                                         |  |      |         |   |      |       |    |  |   |         |   |  |       |   



Net sales.The
Companys net sales were $204.5 million for the first quarter of 2005 compared to $205.0 million for the same period in 2004, a decrease of $0.5 million, or 0.2%. The decrease in net sales resulted from approximately $21.1 million in decreased
sales volume that was partially offset by $20.6 million from increased sales prices in the crop production inputs market. Rain and wet conditions in the Companys Southeastern market areas during the month of March hampered fieldwork by farmers
and resulted in approximately $20.5 in decreased sales of the Companys granulated and blended fertilizer products. Sales decreased in other product groups, as well, due to wet conditions in the Southeastern market areas, but these decreased
sales in the Southeast were offset by increased sales volumes in nitrogen-based products, primarily anhydrous ammonia, in the Midwest where unfavorable weather conditions in the fall of 2004 delayed significant nitrogen-based product movement to the
early spring of 2005. Increased sales prices were concentrated in fertilizers and fertilizer materials and resulted from higher natural gas costs, the weaker United States dollar and very strong world demand for several crop production input
materials that have lifted prices charged by basic suppliers to the domestic market which we serve.



Gross profit.Gross profit was $30.7 million for the first quarter of 2005 compared to $28.4 million for the same period in 2004, an increase of
$2.3 million, or 8.1%. This increase was the net of approximately $2.8 million resulting from higher price levels offset by approximately $2.9 million lost through lower volumes and $2.4 million gained from improved margin ratios.



Selling, general and administrative expenses.Selling, general and
administrative expenses were $37.0 million for the first quarter of 2005 compared to $38.3 million for the same period in 2004, a decrease of $1.3 million, or 3.4%. The decrease in selling, general and administrative expenses resulted from the
following major factors:



| |  |  | Decreased volume related expenses including overtime, seasonal labor, agent fees, travel, as well as other expenses of approximately $0.8 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bad debt provision of $0.6 million compared to 2004 due to the quality of trade accounts receivable and to favorable collection experience.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Decreased expense of $0.3 million of other expenses.
| | - |  | ----------------------------------------------------



These decreases in selling, general and administrative expenses were partially offset by salary increases of $0.4 million or 3.1%.



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Quarterly selling, general and administrative expenses as a percent of net sales fluctuate within the
fiscal year due to the seasonal nature of sales volumes with selling, general and administrative expenses exhibiting less seasonal fluctuations.



Operating loss.Operating loss was $7.5 million for the first quarter of 2005 compared to $9.7 million for the same period in 2004, a decrease in
the operating loss of $2.2 million, or 22.7%. Operating loss as a percentage of net sales was 3.7% for the first quarter in 2005 compared to 4.7% for the same period in 2004 due to gross profit improvements and selling, general and administrative
expense changes described above as well as to losses on disposal of property, plant and equipment and expenses related to abandoned financing alternatives.



Interest expense.Interest expense was $7.1 million for the first quarter in 2005 compared to $6.7 million for the same period in 2004, an increase
of $0.4 million, or 6.0%. Increased interest rates resulted in $0.2 million of increased interest expense. Higher average borrowings on the senior secured credit facility (credit facility) in 2005 compared to 2004 increased interest
expense by $0.2 million. Average borrowings on the credit facility were $99.7 million during the first quarter of 2005 compared to $87.4 million for the comparable period in 2004.



Income tax expense.The Company recognized state income tax expense of $0.1 million resulting from state income taxes
for the first quarter of 2005 compared to no income tax expense for the same period in 2004. The effective tax rate for the first quarter of 2005 was 0.7%. The Company has not recorded income tax expense or benefit for other than these state income
taxes subsequent to the second quarter of 2003 when the Company recorded a valuation allowance for the full amount of net deferred tax assets. The Company continues to maintain a valuation allowance for the full amount of net deferred tax assets in
accordance with provisions of the Financial Accounting Standards Board Standard (Statement of Financial Accounting Standards or SFAS) No. 109, Accounting for Income Taxes. The Company will record no other
net income tax expense or benefit until GAAP requirements for unrestricted recognition of deferred tax assets have been satisfied.



Net loss.Net loss was $14.7 million for the first quarter of 2005 compared to $16.4 million for the same period in 2004, a decrease of $1.7
million, resulting from the fluctuations noted above.



Liquidity and Capital
Resources



Our primary capital requirements are for
working capital, debt service, capital expenditures and possible acquisitions. For day-to-day liquidity requirements, we operate with a $225 million senior secured credit facility (credit facility) with a consortium of lenders. At March
31, 2005, the borrowing base provisions under the credit facility supported a gross borrowing availability in excess of the $225 million credit line, from which we had drawn $159.9 million. This facility includes up to $20.0 million for letters of
credit of which there were letters of credit totaling $10.6 million outstanding as of March 31, 2005. The weighted average interest rate on the credit facility was 5.81% at March 31, 2005 compared to 5.27% at December 31, 2004. This facility
contains financial and operational covenants and other restrictions with which we must comply, including a requirement to maintain certain financial ratios and limitations on our ability to incur additional indebtedness.



The parent of the Company, Royster-Clark Group, Inc., continues to evaluate
our financing needs and capital structure that could entail an initial public offering of securities in Canada. Such an offering would require significant changes in the Companys capital and ownership structure, changes in the senior secured
credit facility and the retirement of the Companys current $200 million First Mortgage Notes. Final decision to initiate such an offering has not been made and if such an offering is made there can be no assurance that it will be successful.



Net cash used in operating activities for the three months
ended March 31, 2005 was $93.4 million compared to $55.1 million for the comparable period in 2004, an increase in net cash used of $38.3 million. The most significant component in the increased cash flows used in operating activities was the
movement in operating assets and liabilities of $40.1 million. This was partially offset by a decreased net loss of $1.7 million and $0.1 million in adjustments to reconcile net loss to net cash used in operating activities. Inventories, accounts
payable and other receivables were the largest components of operating assets and liabilities which used $56.3 million more cash during the first three months of 2005 compared to the comparable period in 2004. This was



15



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partially offset by trade accounts receivable and accrued expenses and other current liabilities using $12.0 million and $3.8 million, respectively, less
cash during the first three months of 2005 compared to the comparable period in 2004. Changes in prepaid expenses and other assets and liabilities made up the balance of the change in operating assets and liabilities.



Net cash used in investing activities for the three months ended March 31,
2005 totaled $2.5 million compared to $0.6 million for the comparable period in 2004, an increase of $1.9 million. The increase in net cash used in investing activities resulted from decreased proceeds from the sale of property, plant and equipment
of $1.3 million and an increase in capital expenditures of $0.6 million in 2005 compared to 2004. The decrease in proceeds resulted from the sale of the Companys interest in George Smith Ag Services, Inc., a subsidiary of the Company, which
was sold to the minority owner in 2004.



Capital expenditures
were $3.0 million for the three months ended March 31, 2005 compared with $2.4 million for the comparable period in 2004, an increase of $0.6 million. These capital expenditures were primarily for facility improvements and machinery and equipment
replacement projects. We estimate total capital expenditures, excluding potential acquisitions, for all of 2005 will be approximately $10.0 million.



Net cash provided by financing activities for the three months ended March 31, 2005 totaled $96.0 million compared to $55.2 million in 2004, an increase
of $40.8 million. Increased cash provided by financing activities in 2005 compared to 2004 resulted from $59.4 million more cash provided by higher net proceeds from the credit facility and $0.2 million lower principal payments on long-term debt in
2005 when compared to the comparable period in 2004. These increases in cash provided were partially offset by $17.9 million less cash from customer deposits and $0.9 million higher payments of deferred financing costs.



Net working capital at March 31, 2005 totaled $229.2 million versus $206.3
million at December 31, 2004, an increase of $22.9 million. This increase resulted primarily from normal seasonal movement of operating assets and liabilities highlighted by increases in inventories and trade accounts receivable. Increases in
customer deposits, accounts payable, accrued expenses and other current liabilities and changes in other working capital items partially offset the working capital increases described above. Working capital changes are summarized in the table below.



|                                               |  |   |      
|---------------------------------------------- |  | - | -----
|Working capital increases:                     |  |   |      
|Inventories                                    |  | $ | 124.5
|Trade accounts receivable                      |  |   | 18.2 
|                                               |  |   |      
|Total increases                                |  |   | 142.7
|                                               |  |   |      
|Working capital decreases:                     |  |   |      
|Customer deposits                              |  |   | 62.3 
|Accounts payable                               |  |   | 48.1 
|Accrued expenses and other current liabilities |  |   | 7.7  
|Other working capital decreases                |  |   | 1.7  
|                                               |  |   |      
|Total decreases                                |  |   | 119.8
|                                               |  |   |      
|Net increase                                   |  | $ | 22.9 
|                                               |  |   |      



Recent Accounting
Pronouncements



In March 2005, the Financial Accounting
Standards Board issued Interpretation No. 47 (FIN 47), Accounting for conditional Asset Retirement Obligations. FIN 47 clarifies the manner in which uncertainties concerning the timing and method of settlement of an asset
retirement obligation, as used in SFAS No. 143, Accounting for Asset Retirement Obligations, should be accounted for. This Interpretation also clarifies when an entity would have sufficient information to reasonably estimate the
fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company is currently evaluating the provisions of this Interpretation.



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##### Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company is exposed to various market risks, including commodity price risk and interest rate risk. The Company has entered into limited commodity
hedging activities with respect to its grain and seed purchases. The Company intends to use hedging transactions to minimize exposures to fluctuations in grain prices that may occur during the production cycle of seed products. The majority of these
contracts settle in cash. Historically, such settlements have not had a significant effect on liquidity, nor are they expected to be significant to the Companys liquidity in the future. While we do not anticipate initiating any significant
hedging activities, we believe our current credit facility provides the Company adequate flexibility with which to consider hedging activities in natural gas, interest rates or expanded use in seed and grain. We continue to evaluate the
possibilities for hedging to manage the volatility associated with various aspects of our business.



Commodity Price Risk



The Company is exposed to market risk due to changes in natural gas prices. Natural gas is a raw material used in the production of various nitrogen-based products that the Company either manufactures at its East Dubuque plant or purchases
from vendors. Market prices of nitrogen-based products are affected by changes in natural gas prices as well as supply and demand and other factors. In the normal course of business, the Company purchases nitrogen-based products during the winter
and early spring to supply its needs during the high sales volume spring season. Nitrogen-based inventory remaining at the end of the spring season will be subject to market risk due to changes in natural gas prices and supply and demand. During the
first three months of 2005, the Company purchased natural gas for use in its East Dubuque facility on the spot market, but also used short-term, fixed supply, fixed price purchase contracts which locked in pricing for a portion of its natural gas
requirements. Currently, the Company is using a combination of purchases of natural gas on the spot market along with short-term, fixed supply, fixed price purchase contracts to fulfill its production requirements. Notwithstanding use of these
purchase contracts, the Company is exposed to significant, although, in managements opinion, not excessive market risk due to the volatility of the spot natural gas markets. Changes in levels of natural gas prices and market prices of
nitrogen-based products can materially affect the Companys financial position and results of operations. To date, the Company has experienced no difficulties in securing supplies of natural gas, however, such purchases are subject to price
volatility.



The Company engages in limited commodity hedging
activities with respect to its grain and seed purchases. The Company attempts to use these hedging transactions to minimize exposures to fluctuations in grain prices that may occur during the production cycle of seed products. Grain and seed hedging
activities are marked to market every month and price fluctuations are reflected in the condensed consolidated statements of operations. Increases in commodity grain prices can expose the Company to increased cost associated with its commodity seed
purchases to the extent that strategies in place do not perform as intended. The Company does not engage in any speculative commodity hedging activities for investment purposes.



Interest Rate Risk



The Company is also exposed to changes in interest rates. The interest rates that we pay for borrowings under our credit facility are based primarily on
the LIBOR rate of interest charged by the agent bank under our credit facility. Our operating results will be impacted by changes in interest rates. We estimate that based on an annual average balance on our credit facility that each 1% change in
market interest rate will impact before tax earnings (loss) by approximately $1.6 million. Our First Mortgage Notes bear interest at a fixed rate of 101/4%. Some of our customer deposits also bear interest at a fixed rate, which is established on an annual basis at the beginning of each farming season based on prevailing market rates for similar
programs in each of the regions in which we operate.



At
March 31, 2005, the Companys exposure to market risk factors had not materially changed from December 31, 2004.



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##### Table of Contents

ITEM 4.CONTROLS AND PROCEDURES



|(a) | Evaluation of disclosure controls and procedures.
|--- | -------------------------------------------------



We maintain a system of controls and procedures designed to provide reasonable assurance on the reliability of our financial statements and other
disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. The system is supported by formal policies and procedures. Appropriate actions are taken to address significant control deficiencies and other
opportunities for improving the system as they are identified. However, no cost-effective internal control system will preclude all errors and irregularities, and management is necessarily required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.



Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.



(b) Changes in internal controls.



There were no significant changes in the Companys internal controls or in other factors over financial reporting or in other factors during our last
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



18



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##### Table of Contents

PART 2. OTHER INFORMATION



ITEM 6.EXHIBITS



(a)(1) Financial Statements:



The following
condensed consolidated financial statements are included in Part 1, Item 1, of this Form 10-Q:



Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

Condensed Consolidated Statements of Operations for the Three months ended March 31, 2005 and 2004

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2005 and 2004



|                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       
|(2) Financial Statement Schedules:None.
|                                       
|(3) Exhibits:                          
|                                        | 
|3.01                                    |  | Restated Certificate of Incorporation of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                        | 
|3.02                                    |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company.                                                                                                                                                                                                                                                                                                                                                                                    
|                                        | 
|3.03                                    |  | Amended and Restated Bylaws of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                        | 
|4.01                                    |  | Indenture dated as of April 22, 1999 by and among the Company, the Guarantors, and the United States Trust Company of New York, as Trustee.                                                                                                                                                                                                                                                                                                                          
|                                        | 
|4.02                                    |  | Form of 101/4% First Mortgage Note Due 2009 (Included
in Exhibit 4.01)                                                                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|10.03                                   |  | Supply Agreement dated as of April 22, 1999 among IMC Kalium Ltd., IMC-Agrico Company and the Company. Portions of this exhibit have been omitted pursuant to a request for confidential
treatment.                                                                                                                                                                                                                                                                  
|                                        | 
|10.04                                   |  | Company Employee Savings and Investment Plan.                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                        | 
|10.05                                   |  | Royster-Clark Group, Inc. 1999 Restricted Stock Purchase and Option Plan.                                                                                                                                                                                                                                                                                                                                                                                            
|                                        | 
|10.06                                   |  | Employment Agreement dated as of April 22, 1999 by and among Francis P. Jenkins, Jr., Royster-Clark Group, Inc. and Royster-Clark, Inc.                                                                                                                                                                                                                                                                                                                              
|                                        | 
|10.20                                   |  | Employment Agreement dated as of December 1, 1999 between Royster-Clark, Inc. and Paul M. Murphy.                                                                                                                                                                                                                                                                                                                                                                   
|                                        | 
|10.21                                   |  | Amendment and Restatement of the April 22, 1999 Revolving Credit Agreement, dated as of December 22, 2003, among the Company, certain subsidiaries of the Company as the co-borrowers, various
financial institutions as lenders, U.S. Bank National Association, as the administrative agent, a collateral agent and a lead arranger, The CIT Group/Business Credit, Inc., as a collateral agent and a lead arranger, and Bank of America, N.A. as a
lead arranger. 
|                                        | 
|10.22                                   |  | First Amendment to Amended and Restated Revolving Credit Agreement Among Royster-Clark, Inc., various financial institutions, U.S. Bank National Association, the CIT Group/Business Credit,
Inc., and Supplement Amending the Borrower Pledge and Security Agreement and Subsidiary Pledge and Security Agreement dated March 26, 2004.                                                                                                                            
|                                        | 
|10.24                                   |  | Second Amendment to Amended and Restated Revolving Credit Agreement Among Royster-Clark, Inc., various financial institutions, U.S. Bank National Association, the CIT Group/Business Credit,
Inc., dated as of February 3, 2005.                                                                                                                                                                                                                                  
|                                        | 
|10.25                                   |  | Third Amendment to Amended and Restated Revolving Credit Agreement Among Royster-Clark, Inc., various financial institutions, U.S. Bank National Association, the CIT Group/Business Credit,
Inc., dated as of March 28, 2005.                                                                                                                                                                                                                                     



19



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|      |  |                                                                                           
|----- |  | ------------------------------------------------------------------------------------------
|      | 
|31.01 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Royster-Clark, Inc. *
|      | 
|31.02 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Royster-Clark, Inc. *
|      | 
|32.01 |  | Section 1350 Certifications. *                                                            

---

| | Incorporated by reference to Registration Statement on Form S-4 (Reg. No.: 333-81235) where it has been filed as an Exhibit.
|- | ----------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to identically numbered exhibit to Form 10K for the annual period ended December 31, 2002 (Reg. No.: 333-81235) filed on March 31, 2003.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to identically numbered exhibit to Form 10K for the annual period ended December 31, 2003 (Reg. No.: 333-81235) filed on March 30, 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to identically numbered exhibit to Form 10Q for the quarterly period ended March 31, 2004 (Reg. No.: 333-81235) filed on May 14, 2004.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to identically numbered exhibit to Current Reports on Form 8-K (Reg. No.: 333-81235) which were both filed on March 31, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Filed herein.
|- | -------------



NOTE:    THE ONLY EXHIBITS THAT HAVE BEEN FILED ARE THOSE REQUIRED UNDER ITEM 601 OF REGULATION S-K



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##### Table of Contents

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 thereunto duly authorized.



|                  |  |                                                                                                                                
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|                  |  | ROYSTER-CLARK, INC.                                                                                                            
|                  | 
|DATE:May 12, 2005 |  | /s/    JOEL F.
DUNBAR                                                                                                          
|                  |  | Joel F. Dunbar Vice President, Assistant Secretary and Controller (on behalf of the Registrant and
as Chief Accounting Officer)



21