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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2003

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SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



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FORM 10-Q



(Mark
One)



x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

THE SECURITIES
ACT OF 1934



For the quarterly period ended June 30, 2003



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from  to



Commission file number 333-81235



ROYSTER-CLARK, INC.

(Exact name of registrant as specified in its charter)



|DELAWARE                                                      |  | 76-0329525                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdictionof incorporation or organization) |  | (I.R.S. EmployerIdentification No.)



1251 AVENUE OF THE
AMERICASSUITE 900

NEW YORK, NEW YORK 10020

(212) 332-2965

(Address, including zip code, and telephone number, including  area code, of
registrants principal executive offices)



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 Exchange Act). Yes ̈No x



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 |  | 13  
|                                  |  |                                                                                      
|Item 3.                           |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 20  
|                                  |  |                                                                                      
|Item 4.                           |  | Controls and Procedures                                                               |  | 21  
|                                  | 
|PART 2.    OTHER INFORMATION:     |  |                                                                                      
|                                  |  |                                                                                      
|Item 6.                           |  | Exhibits and Reports on Form 8-K                                                      |  | 22  
|Signatures                        |  | 24                                                                                   



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, (viii) environmental regulations, (ix) other important factors affecting the fertilizer industry, (x) fluctuations in interest rates 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

JUNE 30, 2003 AND DECEMBER 31, 2002

(Dollars in thousands)



|                                                                                                                                            |  | June 30,2003 |         |   | December 31,2002 |        
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | -------
|Assets                                                                                                                                      |  |              |         |   |                  |        
|Current assets:                                                                                                                             |  |              |         |   |                  |        
|Cash                                                                                                                                        |  | $            | 428     |   |                  | 982    
|Trade accounts receivable, net of allowance for doubtful accounts of $8,432 and $6,118 at June 30, 2003 and December 31, 2002,
respectively |  |              | 185,315 |   |                  | 96,177 
|Other receivables                                                                                                                           |  |              | 31,120  |   |                  | 36,653 
|Inventories                                                                                                                                 |  |              | 176,613 |   |                  | 252,435
|Prepaid expenses and other current assets                                                                                                   |  |              | 1,563   |   |                  | 2,326  
|Deferred income taxes                                                                                                                       |  |              |        |   |                  | 9,206  
|                                                                                                                                            |  |              |         |   |                  |        
|Total current assets                                                                                                                        |  |              | 395,039 |   |                  | 397,779
|Property, plant and equipment, net                                                                                                          |  |              | 176,734 |   |                  | 182,267
|Goodwill                                                                                                                                    |  |              | 16,540  |   |                  | 16,540 
|Deferred income taxes                                                                                                                       |  |              |        |   |                  | 7,373  
|Deferred financing costs, net                                                                                                               |  |              | 7,533   |   |                  | 8,400  
|Other assets, net                                                                                                                           |  |              | 5,212   |   |                  | 5,653  
|                                                                                                                                            |  |              |         |   |                  |        
|                                                                                                                                            |  | $            | 601,058 |   |                  | 618,012
|                                                                                                                                            |  |              |         |   |                  |        
|Liabilities and Stockholders Equity                                                                                                        |  |              |         |   |                  |        
|Current liabilities:                                                                                                                        |  |              |         |   |                  |        
|Senior secured credit facility                                                                                                              |  | $            | 176,102 |   |                  |       
|Current installments of long-term debt                                                                                                      |  |              | 173     |   |                  | 172    
|Note payable                                                                                                                                |  |              |        |   |                  | 21,740 
|Customer deposits                                                                                                                           |  |              | 26,330  |   |                  | 57,200 
|Accounts payable                                                                                                                            |  |              | 82,250  |   |                  | 82,303 
|Accrued expenses and other current liabilities                                                                                              |  |              | 24,851  |   |                  | 27,535 
|                                                                                                                                            |  |              |         |   |                  |        
|Total current liabilities                                                                                                                   |  |              | 309,706 |   |                  | 188,950
|Senior secured credit facility                                                                                                              |  |              |        |   |                  | 143,121
|101/4% First Mortgage Notes due 2009                                                                                                        |  |              | 200,000 |   |                  | 200,000
|Long-term debt, excluding current installments                                                                                              |  |              | 191     |   |                  | 201    
|Other long-term liabilities                                                                                                                 |  |              | 9,082   |   |                  | 9,463  
|                                                                                                                                            |  |              |         |   |                  |        
|Total liabilities                                                                                                                           |  |              | 518,979 |   |                  | 541,735
|                                                                                                                                            |  |              |         |   |                  |        
|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                                                                                                                         |  |              | (5,876  | ) |                  | (11,678
|Accumulated other comprehensive loss                                                                                                        |  |              | (644    | ) |                  | (644   
|                                                                                                                                            |  |              |         |   |                  |        
|Total stockholders equity                                                                                                                  |  |              | 82,079  |   |                  | 76,277 
|                                                                                                                                            |  |              |         |   |                  |        
|                                                                                                                                            |  | $            | 601,058 |   |                  | 618,012
|                                                                                                                                            |  |              |         |   |                  |        



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

THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands)



|                                                       |  | Three Months endedJune 30, |         |   | Six Months endedJune 30, |        
|------------------------------------------------------ |  | -------------------------- | ------- | - | ------------------------ | -------
|                                                       |  | 2003                       |         |   | 2002                     |        
|Net sales                                              |  | $                          | 502,951 |   |                          | 470,511
|Cost of sales                                          |  |                            | 407,546 |   |                          | 371,916
|                                                       |  |                            |         |   |                          |        
|Gross profit                                           |  |                            | 95,405  |   |                          | 98,595 
|Selling, general and administrative expenses           |  |                            | 41,824  |   |                          | 42,244 
|Loss on disposal of property, plant and equipment, net |  |                            | 220     |   |                          | 103    
|                                                       |  |                            |         |   |                          |        
|Operating income                                       |  |                            | 53,361  |   |                          | 56,248 
|Interest expense                                       |  |                            | (7,370  | ) |                          | (7,301 
|                                                       |  |                            |         |   |                          |        
|Income before income taxes                             |  |                            | 45,991  |   |                          | 48,947 
|Income tax expense                                     |  |                            | 25,329  |   |                          | 18,628 
|                                                       |  |                            |         |   |                          |        
|Net income                                             |  | $                          | 20,662  |   |                          | 30,319 
|                                                       |  |                            |         |   |                          |        







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

SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands)



|                                                                                            |  | Six Months ended June 30, |         
|------------------------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                                            |  | 2003                      |         
|Cash flows from operating activities:                                                       |  |                           |         
|Net income                                                                                  |  | $                         | 5,944   
|                                                                                            |  |                           |         
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                           |         
|Provision for doubtful accounts                                                             |  |                           | 2,008   
|Depreciation and amortization                                                               |  |                           | 13,684  
|Loss on disposal of property, plant and equipment                                           |  |                           | 546     
|Write-off of deferred financing costs                                                       |  |                           | 227     
|Amortization of imputed interest                                                            |  |                           | 487     
|Deferred income tax expense                                                                 |  |                           | 16,579  
|Changes in operating assets and liabilities increasing (decreasing) cash:                   |  |                           |         
|Trade accounts receivable                                                                   |  |                           | (91,146 
|Other receivables                                                                           |  |                           | 5,533   
|Inventories                                                                                 |  |                           | 75,822  
|Prepaid expenses and other current assets                                                   |  |                           | 763     
|Other assets                                                                                |  |                           | (147    
|Accounts payable                                                                            |  |                           | (53     
|Accrued expenses and other current liabilities                                              |  |                           | (2,684  
|Other long-term liabilities                                                                 |  |                           | (381    
|                                                                                            |  |                           |         
|Total adjustments                                                                           |  |                           | 21,238  
|                                                                                            |  |                           |         
|Net cash provided by (used in) operating activities                                         |  |                           | 27,182  
|                                                                                            |  |                           |         
|Cash flows from investing activities:                                                       |  |                           |         
|Proceeds from sale of property, plant and equipment                                         |  |                           | 1,118   
|Purchases of property, plant and equipment                                                  |  |                           | (8,074  
|                                                                                            |  |                           |         
|Net cash used in investing activities                                                       |  |                           | (6,956  
|                                                                                            |  |                           |         
|Cash flows from financing activities:                                                       |  |                           |         
|Proceeds from senior secured credit facility                                                |  |                           | 233,337 
|Payments on senior secured credit facility                                                  |  |                           | (200,356
|Principal payments on long-term debt                                                        |  |                           | (9      
|Payments on vendor financing note                                                           |  |                           | (22,227 
|Dividend paid to Royster-Clark Group, Inc.                                                  |  |                           | (142    
|Net decrease in customer deposits                                                           |  |                           | (30,870 
|Payment of deferred financing costs                                                         |  |                           | (513    
|                                                                                            |  |                           |         
|Net cash (used in) provided by financing activities                                         |  |                           | (20,780 
|                                                                                            |  |                           |         
|Net decrease in cash                                                                        |  |                           | (554    
|Cash at beginning of period                                                                 |  |                           | 982     
|                                                                                            |  |                           |         
|Cash at end of period                                                                       |  | $                         | 428     
|                                                                                            |  |                           |         
|Supplemental disclosure of cash flow information:                                           |  |                           |         
|Cash paid during the period for interest                                                    |  | $                         | 13,813  
|                                                                                            |  |                           |         
|Cash paid during the period for income taxes                                                |  | $                         | 1,152   
|                                                                                            |  |                           |         



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

JUNE 30, 2003

(Dollars in thousands)



(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 East, South and Midwest regions of the United States. The Companys operations
consist of retail farm centers (Farmarkets), granulation, blending and seed processing plants, and a network of storage and distribution terminals and warehouses. In addition, the Company operates two nitrogen-manufacturing plants that
supply our distribution business with nitrogen fertilizer products.



The information presented as of June 30, 2003 and for the three and six month periods ended June 30, 2003 and 2002 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 June 30, 2003 and the results of its operations and its cash flows for the three and six month periods ended June 30, 2003 and 2002. The December 31, 2002 balance
sheet information was derived from the audited Consolidated Financial Statements for the year ended December 31, 2002.



The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting principles
generally accepted in the United States of America 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, 2002, which are included as part of the Companys Annual Report on Form 10-K.



The Companys business is highly seasonal with approximately 70% of sales generated between March and July. Results for the interim periods presented
are not necessarily indicative of results that may be expected for the entire year.



(2)    Inventories



Inventories at June 30, 2003 and December 31, 2002 consist of the following:



|                         |  | June 30,2003 |         | December 31,2002
|------------------------ |  | ------------ | ------- | ----------------
|Crop protection products |  | $            | 93,780  |                 
|Fertilizers              |  |              | 12,422  |                 
|Raw materials            |  |              | 43,247  |                 
|Seeds                    |  |              | 12,907  |                 
|Sundries and other       |  |              | 14,257  |                 
|                         |  |              |         |                 
|                         |  | $            | 176,613 |                 
|                         |  |              |         |                 



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



(3)    Goodwill and Other Assets



There were no changes in the carrying amount of goodwill for the three
months ended June 30, 2003.



The gross carrying value and
accumulated amortization of major classes of intangible assets as of June 30, 2003 and December 31, 2002 are as follows:



|                              |  | June 30, 2003      
|----------------------------- |  | -------------------
|                              |  | Grosscarryingamount
|Amortizing intangible assets: |  |                    
|Technology and patent license |  | $                  
|Noncompete agreements         |  |                    
|Other                         |  |                    
|                              |  |                    
|Total                         |  | $                  
|                              |  |                    
|                              | 
|                              |  | December 31, 2002  
|                              |  | Grosscarryingamount
|Amortizing intangible assets: |  |                    
|Technology and patent license |  | $                  
|Noncompete agreements         |  |                    
|Other                         |  |                    
|                              |  |                    
|Total                         |  | $                  
|                              |  |                    



Amortization expense
of intangible assets amounted to $294 and $136 for the three months ended June 30, 2003 and 2002, respectively and $589 and $242 for the six months ended June 30, 2003 and 2002, respectively. During the first quarter, fully amortized intangible
assets of $72 were written off.



These intangible assets are
included in other assets in the accompanying condensed consolidated balance sheets. Estimated annual amortization expense for the next five years follows: 2003$1.2 million; 2004$0.9 million; 2005$0.7 million;
2006$0.6 million, 2007$0.6 million and $0.7 million thereafter.



(4)  Environmental Matters



The
Company is subject to a wide variety of federal, state and local environmental laws and regulations. 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. A number of the Companys facilities have been evaluated as having excess nitrates, phosphorous or pesticides in the surrounding soil or
groundwater. In addition, several underground storage tanks have been removed or closed at some facilities and these sites have been evaluated for possible contamination. Actions performed with respect to these situations followed the guidance
provided by the responsible environmental authorities. In total, environmental cleanup activities have been planned or are being performed at approximately 44 sites.



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



In connection with the acquisitions of AgriBusiness and Royster-Clark (Predecessor Company), the
Company obtained indemnities for certain claims related to environmental matters that existed or arose prior to the acquisitions. The indemnities related to AgriBusiness are subject to a $4,500 deductible, an overall cap on all indemnities of
approximately $27,000, and certain time limitations. The indemnities related to Royster-Clark, Inc. (Predecessor Company) are subject to a deductible of $2,000, certain time limitations and an overall cap of $5,000 on all indemnities. In addition,
Royster-Clark, Inc. (Predecessor Company) had obtained indemnities from Lebanon Chemical Corporation (LCC) for certain claims related to environmental matters that existed at sites acquired from LCC in December 1998. The Company also obtained
indemnities from the former stockholder of Alliance for environmental conditions identified as of the date of acquisition.



The Company has recorded environmental liabilities at June 30, 2003 and December 31, 2002 for the estimated cost of cleanup efforts of identified
contamination or site characterization, which total $3,124 and $3,260, respectively, and are included in other long-term liabilities in the accompanying condensed consolidated balance sheets. Actual cash expenditures during the three months ended
June 30, 2003 and 2002 were $81 and $6, respectively and $136 and $46 for the six months ended June 30, 2003 and 2002, respectively. 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.



(5)  Senior Secured Credit Facility



The Company maintains a senior secured credit facility (credit facility) that expires in April 2004.
Accordingly, the entire outstanding balance of the credit facility totaling $176,102 at June 30, 2003 has been classified as a current liability in the accompanying condensed consolidated balance sheets. Under terms of the Third Amendment to the
Revolving Credit Agreement, the Company is required to obtain a firm commitment for a new credit facility by September 30, 2003. The Company is currently in negotiations with a consortium of banks and expects to obtain a firm commitment for a new
facility by September 30, 2003. The Company intends to repay amounts outstanding under the current credit facility when the new credit agreement is closed.



(6)  Income Taxes



At June 30, 2003, the Company had net deferred income tax assets of $7,548 prior to any valuation allowance. As a result of the Companys cumulative
losses incurred in recent years, the Company has concluded that, in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, that a valuation allowance for the full amount of the net
deferred income tax assets should be recorded. As a result, the Company recorded a valuation allowance of $7,548 during the three months ended June 30, 2003.



(7)  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



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



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 Nitrogen, Inc.        
|------------------------------------- |  | ------------------------------------
|Royster-Clark Resources LLC           |  | Alliance Fertilizer of Suffolk, Inc.
|Royster-Clark AgriBusiness, Inc.      |  | Seaboard Liquid Plant Food, Inc.    
|Royster-Clark AgriBusiness Realty LLC |  |                                     



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 June 30, 2003 and December 31, 2002 and
for the three and six month periods ended June 30, 2003 and 2002.



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



Balance Sheet Data as of June 30, 2003:



|                                               |  | Royster-Clark,Inc. |         |   | GuarantorSubsidiaries |         |   | Eliminations |          |   | Consolidated |        
|---------------------------------------------- |  | ------------------ | ------- | - | --------------------- | ------- | - | ------------ | -------- | - | ------------ | -------
|Current assets:                                |  |                    |         |   |                       |         |   |              |          |   |              |        
|Cash                                           |  | $                  | 42      |   |                       | 386     |   |              |         |   |              | 428    
|Trade accounts receivable, net                 |  |                    |        |   |                       | 191,024 |   |              | (5,709   | ) |              | 185,315
|Other receivables                              |  |                    | 1,873   |   |                       | 38,576  |   |              | (9,329   | ) |              | 31,120 
|Inventories                                    |  |                    |        |   |                       | 176,613 |   |              |         |   |              | 176,613
|Prepaid expenses and other current assets      |  |                    |        |   |                       | 1,563   |   |              |         |   |              | 1,563  
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total current assets                           |  |                    | 1,915   |   |                       | 408,162 |   |              | (15,038  | ) |              | 395,039
|Property, plant and equipment, net             |  |                    | 10,193  |   |                       | 166,541 |   |              |         |   |              | 176,734
|Goodwill                                       |  |                    | 12,012  |   |                       | 4,528   |   |              |         |   |              | 16,540 
|Deferred financing costs, net                  |  |                    | 7,533   |   |                       |        |   |              |         |   |              | 7,533  
|Other assets, net                              |  |                    | 20      |   |                       | 5,192   |   |              |         |   |              | 5,212  
|Investment in subsidiaries                     |  |                    | 430,075 |   |                       |        |   |              | (430,075 | ) |              |       
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total assets                                   |  | $                  | 461,748 |   |                       | 584,423 |   |              | (445,113 | ) |              | 601,058
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Current liabilities:                           |  |                    |         |   |                       |         |   |              |          |   |              |        
|Senior secured credit facility                 |  | $                  | 176,102 |   |                       |        |   |              |         |   |              | 176,102
|Current installments of long-term debt         |  |                    |        |   |                       | 173     |   |              |         |   |              | 173    
|Customer deposits                              |  |                    |        |   |                       | 26,330  |   |              |         |   |              | 26,330 
|Accounts payable                               |  |                    |        |   |                       | 97,288  |   |              | (15,038  | ) |              | 82,250 
|Accrued expenses and other current liabilities |  |                    | 6,702   |   |                       | 18,149  |   |              |         |   |              | 24,851 
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total current liabilities                      |  |                    | 182,804 |   |                       | 141,940 |   |              | (15,038  | ) |              | 309,706
|101/4% First Mortgage Notes                    |  |                    | 200,000 |   |                       |        |   |              |         |   |              | 200,000
|Long-term debt, excluding current installments |  |                    |        |   |                       | 191     |   |              |         |   |              | 191    
|Other long-term liabilities                    |  |                    | 433     |   |                       | 8,649   |   |              |         |   |              | 9,082  
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total liabilities                              |  |                    | 383,237 |   |                       | 150,780 |   |              | (15,038  | ) |              | 518,979
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Stockholders equity:                          |  |                    |         |   |                       |         |   |              |          |   |              |        
|Common stock                                   |  |                    |        |   |                       |        |   |              |         |   |              |       
|Additional paid-in capital                     |  |                    | 78,599  |   |                       | 440,075 |   |              | (430,075 | ) |              | 88,599 
|Accumulated deficit                            |  |                    | (88     | ) |                       | (5,788  | ) |              |         |   |              | (5,876 
|Accumulated other comprehensive loss           |  |                    |        |   |                       | (644    | ) |              |         |   |              | (644   
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total stockholders equity                     |  |                    | 78,511  |   |                       | 433,643 |   |              | (430,075 | ) |              | 82,079 
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        
|Total liabilities and stockholders equity     |  | $                  | 461,748 |   |                       | 584,423 |   |              | (445,113 | ) |              | 601,058
|                                               |  |                    |         |   |                       |         |   |              |          |   |              |        





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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



Balance Sheet Data as of December 31, 2002:



|                                               |  | Royster-Clark,Inc. |         | GuarantorSubsidiaries |         |   | Eliminations |          |   | Consolidated |        
|---------------------------------------------- |  | ------------------ | ------- | --------------------- | ------- | - | ------------ | -------- | - | ------------ | -------
|Current assets:                                |  |                    |         |                       |         |   |              |          |   |              |        
|Cash                                           |  | $                  | 42      |                       | 940     |   |              |         |   |              | 982    
|Trade accounts receivable, net                 |  |                    |        |                       | 98,575  |   |              | (2,398   | ) |              | 96,177 
|Other receivables                              |  |                    | 4,369   |                       | 51,545  |   |              | (19,261  | ) |              | 36,653 
|Inventories                                    |  |                    |        |                       | 252,435 |   |              |         |   |              | 252,435
|Prepaid expenses and other current assets      |  |                    |        |                       | 2,326   |   |              |         |   |              | 2,326  
|Deferred income taxes                          |  |                    | 9,206   |                       |        |   |              |         |   |              | 9,206  
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total current assets                           |  |                    | 13,617  |                       | 405,821 |   |              | (21,659  | ) |              | 397,779
|Property, plant and equipment, net             |  |                    | 11,028  |                       | 171,239 |   |              |         |   |              | 182,267
|Goodwill                                       |  |                    | 12,012  |                       | 4,528   |   |              |         |   |              | 16,540 
|Deferred income taxes                          |  |                    | 7,373   |                       |        |   |              |         |   |              | 7,373  
|Deferred financing costs, net                  |  |                    | 8,400   |                       |        |   |              |         |   |              | 8,400  
|Other assets, net                              |  |                    | 35      |                       | 5,618   |   |              |         |   |              | 5,653  
|Investment in subsidiaries                     |  |                    | 377,754 |                       |        |   |              | (377,754 | ) |              |       
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total assets                                   |  | $                  | 430,219 |                       | 587,206 |   |              | (399,413 | ) |              | 618,012
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Current liabilities:                           |  |                    |         |                       |         |   |              |          |   |              |        
|Current installments of long-term debt         |  | $                  |        |                       | 172     |   |              |         |   |              | 172    
|Note payable                                   |  |                    |        |                       | 21,740  |   |              |         |   |              | 21,740 
|Customer deposits                              |  |                    |        |                       | 57,200  |   |              |         |   |              | 57,200 
|Accounts payable                               |  |                    |        |                       | 103,962 |   |              | (21,659  | ) |              | 82,303 
|Accrued expenses and other current liabilities |  |                    | 7,983   |                       | 19,552  |   |              |         |   |              | 27,535 
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total current liabilities                      |  |                    | 7,983   |                       | 202,626 |   |              | (21,659  | ) |              | 188,950
|Senior secured credit facility                 |  |                    | 143,121 |                       |        |   |              |         |   |              | 143,121
|101/4% First Mortgage Notes                    |  |                    | 200,000 |                       |        |   |              |         |   |              | 200,000
|Long-term debt, excluding current installments |  |                    |        |                       | 201     |   |              |         |   |              | 201    
|Other long-term liabilities                    |  |                    | 465     |                       | 8,998   |   |              |         |   |              | 9,463  
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total liabilities                              |  |                    | 351,569 |                       | 211,825 |   |              | (21,659  | ) |              | 541,735
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Stockholders equity:                          |  |                    |         |                       |         |   |              |          |   |              |        
|Common stock                                   |  |                    |        |                       |        |   |              |         |   |              |       
|Additional paid-in capital                     |  |                    | 78,599  |                       | 387,754 |   |              | (377,754 | ) |              | 88,599 
|Retained earnings (accumulated deficit)        |  |                    | 51      |                       | (11,729 | ) |              |         |   |              | (11,678
|Accumulated other comprehensive loss           |  |                    |        |                       | (644    | ) |              |         |   |              | (644   
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total stockholders equity                     |  |                    | 78,650  |                       | 375,381 |   |              | (377,754 | ) |              | 76,277 
|                                               |  |                    |         |                       |         |   |              |          |   |              |        
|Total liabilities and stockholders equity     |  |                    | 430,219 |                       | 587,206 |   |              | (399,413 | ) |              | 618,012
|                                               |  |                    |         |                       |         |   |              |          |   |              |        



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)





Statement of Operations
Data for the three and six months ended June 30, 2003 and 2002:



|Three Months ended June 30, 2003                              |  | Royster-Clark,Inc. |       |   | GuarantorSubsidiaries |         |   | Eliminations |         |   | Consolidated |        
|------------------------------------------------------------- |  | ------------------ | ----- | - | --------------------- | ------- | - | ------------ | ------- | - | ------------ | -------
|Net sales                                                     |  | $                  | 979   |   |                       | 528,272 |   |              | (26,300 | ) |              | 502,951
|Cost of sales                                                 |  |                    | 104   |   |                       | 429,021 |   |              | (21,579 | ) |              | 407,546
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Gross profit                                                  |  |                    | 875   |   |                       | 99,251  |   |              | (4,721  | ) |              | 95,405 
|Selling, general and administrative expenses                  |  |                    | 241   |   |                       | 46,304  |   |              | (4,721  | ) |              | 41,824 
|Loss on disposal of property, plant and equipment, net        |  |                    | 122   |   |                       | 98      |   |              |        |   |              | 220    
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Operating income                                              |  |                    | 512   |   |                       | 52,849  |   |              |        |   |              | 53,361 
|Interest expense                                              |  |                    | (510  | ) |                       | (6,860  | ) |              |        |   |              | (7,370 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Income before income taxes                                    |  |                    | 2     |   |                       | 45,989  |   |              |        |   |              | 45,991 
|Income tax expense                                            |  |                    | 1     |   |                       | 25,328  |   |              |        |   |              | 25,329 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net income                                                    |  | $                  | 1     |   |                       | 20,661  |   |              |        |   |              | 20,662 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Three Months ended June 30, 2002                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net sales                                                     |  | $                  | 903   |   |                       | 493,038 |   |              | (23,430 | ) |              | 470,511
|Cost of sales                                                 |  |                    | 105   |   |                       | 390,763 |   |              | (18,952 | ) |              | 371,916
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Gross profit                                                  |  |                    | 798   |   |                       | 102,275 |   |              | (4,478  | ) |              | 98,595 
|Selling, general and administrative expenses                  |  |                    | 299   |   |                       | 46,423  |   |              | (4,478  | ) |              | 42,244 
|(Gain)/loss on disposal of property, plant and equipment, net |  |                    | (4    | ) |                       | 107     |   |              |        |   |              | 103    
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Operating income                                              |  |                    | 503   |   |                       | 55,745  |   |              |        |   |              | 56,248 
|Interest expense                                              |  |                    | (501  | ) |                       | (6,800  | ) |              |        |   |              | (7,301 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Income before income taxes                                    |  |                    | 2     |   |                       | 48,945  |   |              |        |   |              | 48,947 
|Income tax expense                                            |  |                    | 1     |   |                       | 18,627  |   |              |        |   |              | 18,628 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net income                                                    |  | $                  | 1     |   |                       | 30,318  |   |              |        |   |              | 30,319 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Six Months ended June 30, 2003                                |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net sales                                                     |  | $                  | 1,873 |   |                       | 686,854 |   |              | (35,468 | ) |              | 653,259
|Cost of sales                                                 |  |                    | 208   |   |                       | 560,890 |   |              | (26,139 | ) |              | 534,959
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Gross profit                                                  |  |                    | 1,665 |   |                       | 125,964 |   |              | (9,329  | ) |              | 118,300
|Selling, general and administrative expenses                  |  |                    | 506   |   |                       | 90,089  |   |              | (9,329  | ) |              | 81,266 
|Loss on disposal of property, plant and equipment, net        |  |                    | 161   |   |                       | 385     |   |              |        |   |              | 546    
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Operating income                                              |  |                    | 998   |   |                       | 35,490  |   |              |        |   |              | 36,488 
|Interest expense                                              |  |                    | (994  | ) |                       | (13,419 | ) |              |        |   |              | (14,413
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Income before income taxes                                    |  |                    | 4     |   |                       | 22,071  |   |              |        |   |              | 22,075 
|Income tax expense                                            |  |                    | 2     |   |                       | 16,129  |   |              |        |   |              | 16,131 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net income                                                    |  | $                  | 2     |   |                       | 5,942   |   |              |        |   |              | 5,944  
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Six Months ended June 30, 2002                                |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net sales                                                     |  | $                  | 1,801 |   |                       | 663,415 |   |              | (36,758 | ) |              | 628,458
|Cost of sales                                                 |  |                    | 211   |   |                       | 534,193 |   |              | (27,367 | ) |              | 507,037
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Gross profit                                                  |  |                    | 1,590 |   |                       | 129,222 |   |              | (9,391  | ) |              | 121,421
|Selling, general and administrative expenses                  |  |                    | 591   |   |                       | 90,793  |   |              | (9,430  | ) |              | 81,954 
|Loss on disposal of property, plant and equipment, net        |  |                    | 12    |   |                       | 151     |   |              |        |   |              | 163    
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Operating income                                              |  |                    | 987   |   |                       | 38,278  |   |              | 39      |   |              | 39,304 
|Interest expense                                              |  |                    | (983  | ) |                       | (13,436 | ) |              |        |   |              | (14,419
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Income before income taxes                                    |  |                    | 4     |   |                       | 24,842  |   |              | 39      |   |              | 24,885 
|Income tax expense                                            |  |                    | 2     |   |                       | 9,511   |   |              |        |   |              | 9,513  
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        
|Net income                                                    |  | $                  | 2     |   |                       | 15,331  |   |              | 39      |   |              | 15,372 
|                                                              |  |                    |       |   |                       |         |   |              |         |   |              |        



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ROYSTER-CLARK, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

JUNE 30, 2003

(Dollars in thousands)



Statement of Cash Flow Data for the six months ended June 30, 2003 and 2002:



|                                                    |  |                    |          |  
|--------------------------------------------------- |  | ------------------ | -------- | -
|                                                    |  |                    |          |  
|Six Months ended June 30, 2003                      |  | Royster-Clark,Inc. |          |  
|Net cash provided by (used in) operating activities |  | $                  | (32,390  | )
|                                                    |  |                    |          |  
|Cash flows from investing activities:               |  |                    |          |  
|Proceeds from sale of property, plant and equipment |  |                    | 64       |  
|Purchases of property, plant and equipment          |  |                    |         |  
|                                                    |  |                    |          |  
|Net cash provided by (used in) investing activities |  |                    | 64       |  
|                                                    |  |                    |          |  
|Cash flows from financing activities:               |  |                    |          |  
|Proceeds from senior secured credit facility        |  |                    | 233,337  |  
|Payments on senior secured credit facility          |  |                    | (200,356 | )
|Principal payments on long-term debt                |  |                    |         |  
|Payments on vendor financing note                   |  |                    |         |  
|Dividend paid to Royster-Clark Group, Inc.          |  |                    | (142     | )
|Net decrease in customer deposits                   |  |                    |         |  
|Payment of deferred financing costs                 |  |                    | (513     | )
|                                                    |  |                    |          |  
|Net cash provided by (used in) financing activities |  |                    | 32,326   |  
|                                                    |  |                    |          |  
|Net decrease in cash                                |  |                    |         |  
|Cash at beginning of period                         |  |                    | 42       |  
|                                                    |  |                    |          |  
|Cash at end of period                               |  | $                  | 42       |  
|                                                    |  |                    |          |  
|                                                    |  |                    |          |  
|Six Months ended June 30, 2002                      |  |                    |          |  
|Net cash provided by (used in) operating activities |  | $                  | (65,149  | )
|                                                    |  |                    |          |  
|Cash flows from investing activities:               |  |                    |          |  
|Proceeds from sale of property, plant and equipment |  |                    | 54       |  
|Purchases of property, plant and equipment          |  |                    |         |  
|                                                    |  |                    |          |  
|Net cash provided by (used in) investing activities |  |                    | 54       |  
|                                                    |  |                    |          |  
|Cash flows from financing activities:               |  |                    |          |  
|Proceeds from senior secured credit facility        |  |                    | 220,886  |  
|Payments on senior secured credit facility          |  |                    | (155,787 | )
|Principal payments on long-term debt                |  |                    | (4       | )
|Net decrease in customer deposits                   |  |                    |         |  
|                                                    |  |                    |          |  
|Net cash provided by (used in) financing activities |  |                    | 65,095   |  
|                                                    |  |                    |          |  
|Net decrease in cash                                |  |                    |         |  
|Cash at beginning of period                         |  |                    | 42       |  
|                                                    |  |                    |          |  
|Cash at end of period                               |  | $                  | 42       |  
|                                                    |  |                    |          |  



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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.



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 and agronomic services to farmers, primarily in the East, South and Midwest regions of the United States. The Companys operations include retail
farm centers (Farmarkets), granulation, blending and seed processing plants, and a network of storage and distribution terminals and warehouses. In addition, the Company operates two nitrogen-manufacturing plants that supply our
distribution business with nitrogen fertilizer products. Our business is affected by a number of factors, including weather conditions and the availability and prevailing prices for fertilizer, natural gas used in the production of various
fertilizers and other crop production inputs.



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 fertilizer, seed and crop protection products. During the first and second quarters, several of the Companys market areas in the Southeast and Midwest regions have experienced lengthy periods of
rainfall compared to the comparable period in 2002. This rainfall has curtailed the farmers ability to complete planting and typical fertilizing activities by the end of the second quarter and in some cases has influenced farmers to switch
crops and or curtail intended planting. Prior to this years spring season, the reversal of drought conditions in the Southeast was viewed as a multiyear event requiring several years of above average rains. Drought conditions have been
reversed and ground water levels replenished in less than one year. According to the United States Department of Agriculture (USDA) maps, crop moisture levels through many of the Companys market areas were considered excessively
wet, even into mid July.



The crop production inputs
distribution business is seasonal, with approximately 70% of our sales occurring between March and July based upon planting, growing and harvesting cycles. This seasonality results from the planting, growing and harvesting cycles of our customers.
Inventories are accumulated to be available for seasonal sales, requiring significant storage capacity. The accumulation of inventory is financed by suppliers or by the Company through its credit facility. 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 a material impact on which quarter sales are recorded.



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. Prices for phosphates have recently experienced some volatility while potash has been
relatively stable over the past several years. During a typical second quarter, nitrogen material pricing will typically rise for a period of time and then decline through the rest of the quarter. The second quarter of 2003 exhibited these pricing
fluctuations as indicated by Mid Cornbelt per ton price quote listing for ammonia published by Green Markets (a publication reporting on fertilizer industry developments) increasing from $333 per ton at the beginning of the quarter to a peak of $350
per ton before dropping over 21% to $275 per ton by the end of the quarter. Ammonia prices fluctuated similarly during the comparable quarter in 2002, however the prices fluctuated within a narrower range of $175 per ton at the beginning of the
quarter to a peak of $190 per ton before declining to $181 per ton at the end of the quarter last year.



The major raw material in the manufacture of nitrogen-based products is natural gas. We purchase natural gas on the open market for use in our
nitrogen-production plant in East Dubuque, IL. Natural gas pricing quoted at the Henry Hub was $4.75 per MMBTU at December 31, 2002. During the first quarter, natural gas prices



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increased to a peak of $19.07 per MMBTU. Natural gas prices moderated slightly during the second quarter, although not as much as the Company had hoped. The
average and median prices for the quarter ended June 30, 2003 were approximately $5.64 and $5.63 per MMBTU, respectively. Natural gas pricing was $5.31 at June 30, 2003 compared to $3.17 at June 30, 2002. The level of natural gas prices directly
affects profitability of our nitrogen-based products. During late May 2003, the Company elected to reduce production at the East Dubuque nitrogen-production facility by a third in light of market conditions.



Results of Operations



Three months ended June 30, 2003 compared to three months ended June 30, 2002



The following table and discussion provides information regarding
Royster-Clarks statement of operations as a percentage of net sales.



|                                             |  | Three Months endedJune 30, |  
|-------------------------------------------- |  | -------------------------- | -
|                                             |  | 2003                       |  
|Net sales                                    |  | 100.0                      | %
|Cost of sales                                |  | 81.0                       |  
|                                             |  |                            |  
|Gross profit                                 |  | 19.0                       |  
|Selling, general and administrative expenses |  | 8.4                        |  
|                                             |  |                            |  
|Operating income                             |  | 10.6                       |  
|Interest expense                             |  | (1.5                       | )
|                                             |  |                            |  
|Income before income taxes                   |  | 9.1                        |  
|Income tax expense                           |  | 5.0                        |  
|                                             |  |                            |  
|Net income                                   |  | 4.1                        | %
|                                             |  |                            |  



Net
sales.    Royster-Clarks net sales were $503.0 million for the second quarter of 2003 compared to $470.5 million for the same period in 2002, an increase of $32.5 million, or 6.9%. The increase in net sales resulted
predominantly from approximately $40.2 million in market related price increases. Higher natural gas cost was the prime driver in this price appreciation. Net sales decreased by $7.7 million due to lower volume of various product groups that
partially offset the sales price increase. The change in sales resulted from the following factors:



| |  |  | Market related sales price appreciation of nitrogen products accounted for approximately $28.2 million of the $40.2 million total price appreciation. Nitrogen products are used in
both liquid and dry blended fertilizers. Sales prices also increased in granulated and blended fertilizers and various fertilizer materials.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales volume decreases of $7.7 million resulted from wet field conditions through large areas of the Southeast and Midwest market areas. Because of the limited time available to
plant, certain product groups sustained volume decreases while some product group experienced volume increases. Sales decreased by $9.1 million in crop protection products, $4.0 million in phosphates and $4.3 million in various other fertilizer
materials and application service revenues. Partially offsetting the sales decrease were increases in volume in granulated and blended fertilizer of $3.0 million, seed of $2.9 million, $3.8 million of nitrogen and potash fertilizer materials and
other revenues. Decreases in crop protection and application revenues resulted from farmers shifting crops from corn to soybeans.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Gross profit.    Gross profit was $95.4 million for the second quarter of 2003 compared to $98.6 million for the same period in
2002, a decrease of $3.2 million, or 3.2%. The decrease in gross profit resulted from higher costs of crop protection products for the quarter, higher cost of natural gas for the Companys nitrogen-manufacturing facility at East Dubuque, IL,
and from pricing factors and the various sales volume changes



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discussed above. Gross margin was 19.0% for the second quarter of 2003 compared to 21.0% for the same period in 2002. The decrease in gross margin of 2.0%
was predominantly due to the sales price and cost changes discussed above.



Selling, general and administrative expenses.    Selling, general and administrative expenses were $41.8 million for the second quarter of 2003 compared to $42.2 million for the same period
in 2002, a decrease of $0.4 million, or 0.9%. The decrease in selling, general and administrative expenses resulted from the following major factors:



| |  |  | Expenses were approximately $1.7 million lower compared to 2002 due to cost savings measures, volume related expenses including repairs, supplies, services, telephone, seasonal
labor and overtime, increased capitalization of production and logistic costs to inventory and other expenses supporting sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Rent expense was approximately $0.3 million lower than the comparable period last year due to improved utilization of equipment and lengthened use of equipment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



The decrease in selling, general and
administrative expenses was partially offset by the following major factors:



| |  |  | Medical insurance costs were $1.0 million higher than last year due to increased medical industry costs, higher utilization of healthcare benefits by employees and an increase in
the number of large claims.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | General liability and property insurance expenses were approximately $0.4 million higher in 2003 compared to 2002 due to rising costs of insurance coverage in the market place.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Amortization expense was approximately $0.3 million higher due to amortization of various other assets.
| | - |  | -------------------------------------------------------------------------------------------------------



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



Operating income.    Operating income was $53.4 million for the second quarter of 2003 compared to $56.2 million for the same
period in 2002, a decrease of $2.8 million, or 5.0%. Operating income as a percentage of net sales was 10.6% for the second quarter in 2003 compared to 12.0% for the same period in 2002 due to sales price and cost increases described above.



Interest expense.    Interest
expense was $7.4 million for the second quarter in 2003 compared to $7.3 million for the same period in 2002, an increase of $0.1 million, or 1.4%. The increase in interest expense was due to non-cash interest expense on vendor notes payable of $0.2
million and increased interest of $0.2 million due to higher average borrowings on the credit facility of $9.1 million during the second quarter. Higher average daily borrowings for the quarter were used to finance higher cost inventory resulting
predominantly from higher natural gas prices. Lower interest rates on the senior secured credit facility of approximately 0.13% and interest bearing customer deposits resulted in approximately $0.3 million less expense in 2003 as compared to 2002.



Income tax expense.    Income tax
expense was $25.3 million for the second quarter of 2003 compared to $18.6 million for the same period in 2002, an increase of $6.7 million. The effective tax rate was 55.1% for the second quarter of 2003 compared to 38.1% for the same period in
2002. The increase in income tax expense and the effective tax rate was due to establishing a $7.5 million valuation allowance against net deferred income tax assets as required by SFAS No. 109, Accounting for Income Taxes.



Net income.    Net income was $20.7
million for the second quarter of 2003 compared to $30.3 million for the same period in 2002, a decrease of $9.6 million, resulting from the fluctuations noted above.



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##### Table of Contents

Six months ended June 30, 2003 compared to six months ended June 30, 2002



The following table and discussion provides information regarding
Royster-Clarks statement of operations as a percentage of net sales.



|                                                       |  | Six Months endedJune 30, |  
|------------------------------------------------------ |  | ------------------------ | -
|                                                       |  | 2003                     |  
|Net sales                                              |  | 100.0                    | %
|Cost of sales                                          |  | 81.9                     |  
|                                                       |  |                          |  
|Gross profit                                           |  | 18.1                     |  
|Selling, general and administrative expenses           |  | 12.4                     |  
|Loss on disposal of property, plant and equipment, net |  | 0.1                      |  
|                                                       |  |                          |  
|Operating income                                       |  | 5.6                      |  
|Interest expense                                       |  | (2.2                     | )
|                                                       |  |                          |  
|Income before income taxes                             |  | 3.4                      |  
|Income tax expense                                     |  | 2.5                      |  
|                                                       |  |                          |  
|Net income                                             |  | 0.9                      | %
|                                                       |  |                          |  



Net
sales.    Royster-Clarks net sales were $653.3 million for the first six months of 2003 compared to $628.5 million for the same period in 2002, an increase of $24.8 million, or 3.9%. The increase in net sales resulted
predominantly from approximately $50.3 million in market related price increases. Increased natural gas cost was the prime driver in this price appreciation. Net sales decreased by $25.5 million due to lower sales volume of various product groups
that partially offset the sales price increases. The change in sales resulted from the following factors:



| |  |  | Market related sales price appreciation of nitrogen products accounted for approximately $34.7 million of the $50.3 million total price appreciation. Nitrogen products are used in
both liquid and dry blended fertilizers. Sales prices also increased in granulated and blended fertilizers and various fertilizer materials and to a lesser extent, crop protection and seed products.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales volume decreases were a net of $25.5 million resulted from wet field conditions through much of the Southeast and Midwest market areas. Decreased sales were encountered
over most product groups in these market areas. Crop protection, blended and granulated fertilizers and phosphate products accounted for approximately $19.6 million of the total sales volume decreases with the balance of the net decreases spread
over several product groups. Sales volumes of nitrogen, potash, and seed products increased to partially offset the decreased sales from other product groups with sales increases of approximately $3.3 million. Last year during the first six months,
our Southeast market areas experienced more favorable weather conditions allowing earlier planting and fieldwork, contrasted with this years above normal rains in portions of these regions. Lengthy periods of rains curtailed planting and
fertilizing in many of the Companys market areas described above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Gross profit.    Gross profit was $118.3 million for the first six months of 2003 compared to $121.4 million for the same period in 2002, a decrease of $3.1 million, or 2.6%. The decrease in
gross profit resulted from higher costs of crop protection products for the second quarter, higher cost of natural gas for the Companys nitrogen-manufacturing facility at East Dubuque, IL, higher costs were incurred due to the earlier than
planned maintenance turnaround during the first quarter at the East Dubuque manufacturing plant and from pricing factors and the various sales volume changes discussed above. Gross margin was 18.1% for the first six months of 2003 compared to 19.3%
for the same period in 2002. The decrease in gross margin of 1.2% was predominantly due to the sales price and cost changes discussed above.



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##### Table of Contents

Selling, general and administrative expenses.    Selling, general and
administrative expenses were $81.3 million for the first six months of 2003 compared to $82.0 million for the same period in 2002, a decrease of $0.7 million, or 0.9%. The decrease in selling, general and administrative expenses resulted from the
following major factors:



| |  |  | Expenses were approximately $2.7 million lower compared to 2002 due to cost savings measures initiated in 2002, volume related expenses including repairs, supplies, services,
telephone, seasonal labor and overtime, increased capitalization of production and logistic costs to inventory and other expenses supporting sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Rent expense was approximately $0.7 million lower than the comparable period last year due to improved utilization of equipment and lengthened use of equipment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Depreciation expense was approximately $0.3 million lower due to depreciation from capital spending compared to lower depreciation from fully depreciated assets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



The decrease in selling, general and
administrative expenses was partially offset by the following major factors:



| |  |  | Medical insurance costs were $1.4 million higher than last year due to increased medical industry costs, higher utilization of healthcare benefits by employees and an increase in
the number of large claims.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | General liability and property insurance expenses were approximately $0.9 million higher in 2003 compared to 2002 due to rising costs of insurance coverage in the market place.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Amortization expense was approximately $0.7 million higher due to amortization of various other assets and the write-off of deferred financing costs associated with the amendment to
the senior secured credit facility.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating income.    Operating income was $36.5 million for the first six months of 2003 compared to $39.3 million for the same period in 2002, a decrease of $2.8 million, or 7.1%. Operating income as a percentage
of net sales was 5.6% for the first six months in 2003 compared to 6.3% for the same period in 2002 due to lower gross profits discussed above.



Interest expense.    Interest expense was $14.4 million for the first six months of 2003 and 2002. Interest
expense increased by $0.5 million due to non-cash interest expense on vendor notes payable and $0.1 million in increased interest due to higher average borrowings on the credit facility of $4.7 million for the first six months. Higher average daily
borrowings for the first six months were used to finance higher cost inventory resulting predominantly for higher natural gas prices. Lower average interest rates on the senior secured credit facility of approximately 0.32% and interest bearing
customer deposits resulted in approximately $0.5 million less expense in 2003 as compared to 2002. Lower interest bearing customer deposits contributed $0.1 million to lower interest expense for the first six months.



Income tax expense.    Income tax
expense was $16.1 million for the first six months of 2003 compared to $9.5 million for the same period in 2002, an increase of $6.6 million. The effective tax rate was 73.1% for the first six months of 2003 compared to 38.2% for the same period in
2002. The increase in income tax expense and the effective tax rate was due to establishing a $7.5 million valuation allowance against net deferred income tax assets as required by SFAS No. 109, Accounting for Income Taxes.



Net income.    Net
income was $5.9 million for the first six months of 2003 compared to $15.4 million for the same period in 2002, a decrease of $9.5 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 $205 million senior secured credit facility



17



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##### Table of Contents

(credit facility) with a consortium of banks. The credit facility expires in April 2004. At June 30, 2003, the borrowing base provisions under
the facility supported a borrowing availability in excess of the $205 million credit facility, from which we had drawn $176.1 million. This facility includes up to $10.0 million for letters of credit. 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. As of June 30, 2003, we met our covenants and we continue to be
in compliance with the requirements of this credit facility. Under terms of the Third Amendment to the Revolving Credit Agreement, the Company is required to obtain a firm commitment for a new credit facility by September 30, 2003. The Company has
reached agreement in principle with a consortium of banks for a new credit line of $225 million. The consortium of banks is now engaged in due diligence that is customary for arrangements of this size. We anticipate a smooth transition to the
replacement credit agreement. The Company intends to repay amounts outstanding under the current credit facility when a new credit agreement is closed.



From time to time, we review our financing needs and capital structure. As a result of our review, we may periodically explore alternatives to our current
financing, including the issuance of additional long-term debt, refinancing our credit facility and other restructuring or financings. In addition, we may from time to time seek to retire our outstanding First Mortgage Notes in open market
purchases, privately negotiated transactions or otherwise. These repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amount of repurchases of our First
Mortgage Notes may be material and may involve significant amounts of our cash and debt availability.



Net cash provided by operating activities for the six months ended June 30, 2003 was $27.2 million compared to net used in operating activities of $26.9
million for the comparable period in 2002, an increase in net cash provided of $54.1 million. The most significant component of higher cash flows used in operating activities was movement in operating assets and liabilities of $54.9 million. Trade
accounts receivable, other receivables and accounts payables were the largest components totaling $49.7 million of cash provided by changes in inventory, accrued expenses, prepaid expenses and other working capital items making up the balance of the
change.



Net cash used in investing activities amounted to $7.0
million in 2003 compared to $3.2 million in 2002, an increase of $3.8 million. The increase in net cash used in investing activities resulted from:



| |  |  | Increased capital expenditures of $4.2 million in 2003 and
| | - |  | ----------------------------------------------------------

| |  |  | Increased proceeds from the sale of property, plant and equipment of $0.4 million in 2003 compared to 2002.
| | - |  | -----------------------------------------------------------------------------------------------------------



Capital expenditures were $8.1 million for the six months ended June 30, 2003
compared with $3.9 million for the six months ended June 30, 2002. These capital expenditures were primarily for facility improvements and machinery and equipment replacement projects. We estimate total capital expenditures, excluding potential
acquisitions, for 2003 will range from $10.0 to $13.0 million.



Net cash used in financing activities totaled $20.8 million compared to $29.4 million provided by financing activities in 2002, an increase of $50.2 million in net cash used in financing activities. Increased cash used in financing
activities in 2003 compared to 2002 resulted primarily from net higher payments to the credit facility of $32.1 million and payments of $22.2 million on vendor financing note compared to 2002 due to increased cash provided by trade and other
receivables and accounts payable. These decreases in cash provided were partially offset by lower principal payments on long-term debt of $5.0 million in 2003 compared to 2002.



Net working capital, excluding current installments of long-term debt at June 30, 2003 totaled $85.5 million versus $209.0
million at December 31, 2002, a decrease of $123.5 million. This decrease resulted primarily from the classification of the credit facility as a current liability. The Company anticipates repaying the entire balance before its expiration in April
2004. Other working capital items fluctuated in normal seasonal movement of



18



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##### Table of Contents

operating assets and liabilities with decreases in customer deposits and inventory and increases in trade accounts receivable. Fluctuations in deferred tax
assets resulted primarily from a $7.5 million valuation allowance against net deferred income tax assets established as required by SFAS No. 109, Accounting for Income Taxes. Working capital changes are summarized in the table
below.



|Working capital decreases:      |  |   |      
|------------------------------- |  | - | -----
|Senior secured credit facility  |  | $ | 176.1
|Inventory                       |  |   | 75.8 
|Deferred income taxes           |  |   | 9.2  
|Other receivables               |  |   | 5.5  
|                                |  |   |      
|Total decreases                 |  |   | 266.6
|                                |  |   |      
|Working capital increases:      |  |   |      
|Trade accounts receivable       |  |   | 89.1 
|Customer deposits               |  |   | 30.9 
|Notes payable                   |  |   | 21.7 
|Other working capital increases |  |   | 1.4  
|                                |  |   |      
|Total increases                 |  |   | 143.1
|                                |  |   |      
|Net decrease                    |  | $ | 123.5
|                                |  |   |      



Recently Issued Accounting
Standards



Statement of Financial Accounting Standards
(SFAS) No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities.



On April 30, 2003, the Financial Accounting Standards Board issued SFAS No. 149. This statement amends SFAS No. 133 for decisions made: (1) as part of the
Derivatives Implementation Group process that effectively required amendments to Statement 133, (2) in connection with other Board projects dealing with financial instruments, and (3) in connection with implementation issues raised in relation to
the application of the definition of a derivative. Management does not believe that the adoption of SFAS No. 149 will have any impact on its financial position or results of operations.



Emerging Issues Task Force Issue No. 02-16



In January 2003, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue 02-16, Accounting by a
Customer (including a Reseller) for Certain Consideration Received from a Vendor. This EITF provides guidance on the income statement classification of amounts received by a customer, including a reseller and limited guidance regarding
timing of recognition for volume rebates. This consensus is effective and should be applied to fiscal periods beginning after December 15, 2002 for binding arrangements entered into after November 21, 2002. Based upon current arrangements with
vendors and evaluations of those arrangements, management does not believe that implementing the guidance from EITF Issue 02-16 will have a material effect on the Companys financial condition or quarterly or annual results of operations for
this year; however, we can not determine how future arrangements may affect the Company in subsequent years. Changes to vendor programs in the future could materially affect quarterly results of operations, although we believe such changes would be
less likely to affect annual results of operations.





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##### Table of Contents

ITEM 3.Quantitative and Qualitative Disclosures about Market 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. As a 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. 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.
The Company has experienced no difficulties in securing supplies of natural gas, however, natural gas is purchased at market prices and such purchases are subject to price volatility. The Company does not currently engage in any commodity hedging
activities with respect to its natural gas purchases. We do not hold or issue derivative financial instruments for trading purposes for natural gas.



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 estimated annual average balance on our credit facility that each 1%
change in market interest rate will impact before tax earnings by approximately $1.0 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.



The Company engages in limited commodity hedging activities with respect to its grain and seed purchases. Given the current economic climate, we believe that the rates in force approximate market rates. We do not hold or issue derivative
financial instruments for trading purposes.



At June 30, 2003,
the Companys exposure to market risk factors had not materially changed from December 31, 2002.





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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 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.



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##### Table of Contents

PART 2.    OTHER INFORMATION



ITEM 6.Exhibits and Reports on Form 8-K



(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 June 30, 2003
and December 31, 2002

Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2003 and
2002

Condensed Consolidated Statements of Cash Flow for the Six Months ended June 30, 2003 and 2002



(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)                                                                                                                                                                                                        
|10.01 |  | Credit Agreement dated as of April 22, 1999 by and among the Company, the Guarantors, various lenders, DLJ Capital Funding, as arranger and syndication agent, J.P. Morgan
Securities Inc., as documentation agent and U.S. Bancorp Ag Credit, Inc., as administrative agent. 
|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.                                                                                                                                       
|10.14 |  | Amendment Agreement dated August 18, 2000 amending Credit Agreement.                                                                                                                                                                                                         
|10.15 |  | Second Amendment to Revolving Credit Agreement among Royster-Clark, Inc., various financial institutions, DLJ Capital Funding, J.P. Morgan Securities, Inc., and U.S. Bancorp, Ag
Credit, Inc.                                                                              
|10.16 |  | Employment Agreement dated as of December 1, 1999 between Royster-Clark, Inc. and G. Kenneth Moshenek.                                                                                                                                                                     
|10.18 |  | Form of Waiver and Consent dated May 6, 2002 under the Revolving Credit Agreement by and among Royster-Clark, Inc. and various financial institutions                                                                                                                         

---

| |  | 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 Exhibit No. 10.14 to Form 10Q for the quarterly period ended June 30, 2000 (Reg. No.: 333-81235) filed on August 21, 2000.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Incorporated by reference to Exhibit No 10.15 to Form 10Q for the quarterly period ended September 30, 2000 (Reg. No.: 333-81235) filed on November 14, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|Incorporated |  | by reference to identically numbered exhibit to Form 10K for the annual period ended December 31, 2000 (Reg. No.: 333-81235) filed on April 2, 2001.
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Incorporated by reference to Exhibit No 10.18 to Form 10Q for the quarterly period ended June 30, 2002 (Reg. No.: 333-81235) filed on May 14, 2002.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents



|10.19 |  | Third Amendment to Revolving Credit Agreement among Royster-Clark, Inc., various financial institutions, DLJ Capital Funding, J.P. Morgan Securities, Inc., and U.S. Bancorp, Ag
Credit, Inc dated March 25, 2003. 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | Employment Agreement dated as of December 1, 1999 between Royster-Clark, Inc. and Paul M. Murphy.                                                                                                                  
|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. *                                                                                                                                                                                       



(b)    Reports
on Form 8-K



On May 19, 2003 we filed a report on Form 8-K
which reported under Item 9, the issuance of a press release which reported operating and financial results for the first quarter ended March 31, 2003 and furnished a copy of the earnings release to the Commission.

---

| |  | 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 28, 2003.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

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





23



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S
IGNATURES



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./s/    JOEL F. DUNBARJoel F. Dunbar Vice President, Assistant Secretary and Controller (on behalf of the Registrant and
as Chief Accounting Officer)


.









DATE:  August 14, 2003



24