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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended November 28, 2004

OR

For the transition period from                      to                     .

Commission File Number 333-111710

United Agri Products, Inc.

(Exact Name of Registrant as Specified in Its Charter)

(970) 356-4400

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the company (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 company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ¨    No  x

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

Yes  ¨    No  x

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholder and Board of Directors

United Agri Products, Inc.

We have reviewed the accompanying consolidated balance sheet of United Agri Products, Inc. (“Successor”) (the “Company”) as of November 28, 2004 and the related consolidated statements of earnings for the thirteen-week and forty-week periods ended November 28, 2004, and of stockholder’s equity and of cash flows for the forty-week period ended November 28, 2004. We have also reviewed the accompanying combined balance sheet of ConAgra Agricultural Products Business (a division of ConAgra Foods, Inc.) (“Predecessor”) as of November 23, 2003 and the related combined statements of earnings for the thirteen-week and thirty-nine week periods ended November 23, 2003, and of cash flows for the thirty-nine week period ended November 23, 2003. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the auditing standards of the Public Company Accounting Oversight Board (Unites States), the consolidated balance sheet of United Agri Products, Inc. as of February 22, 2004, and the related consolidated statements of earnings, stockholder’s equity and cash flows for the thirteen weeks ended February 22, 2004 (not presented herein); and in our report dated May 13, 2004 (November 17, 2004 as to Note 12), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 22, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Omaha, Nebraska

January 10, 2005

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS

(dollars in thousands)

(unaudited)

The accompanying notes are an integral part of the condensed and combined financial statements.

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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF EARNINGS

(dollars in thousands except earnings per share amounts)

(unaudited)

The accompanying notes are an integral part of the condensed and combined financial statements.

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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

The accompanying notes are an integral part of the condensed and combined financial statements.

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UNITED AGRI PRODUCTS, INC.

STATEMENT OF STOCKHOLDER’S EQUITY

(dollars in thousands)

(unaudited)

The accompanying notes are an integral part of the condensed and combined financial statements.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

Basis of presentation—The Acquisition (as defined below) has been accounted for as a purchase business combination in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” Accounting principles generally accepted in the United States of America require United Agri Products, Inc.’s (the “Company”) operating results prior to the Acquisition to be reported as the results of the “Predecessor” for periods prior to November 24, 2003 in the historical financial statements. The Company’s operating results subsequent to the Acquisition are presented as the “Successor” in the historical financial statements. The Successor’s financial results are presented as of and for the thirteen and forty week periods ended November 28, 2004 and as of February 22, 2004. The Predecessor’s financial results are presented as of and for the thirteen and thirty-nine week periods ended November 23, 2003.

The unaudited condensed consolidated financial statements include the accounts of all the Company’s wholly-owned subsidiaries and reflect all adjustments (all of which are normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results, and cash flows for the interim periods. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, contained in Amendment No. 1 to the Company’s Registration Statement on Form S-4, as the same may be amended from time to time (File No. 333-111710) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2004. The Company is a wholly-owned subsidiary of UAP Holding Corp. (“UAP Holdings”). All intercompany balances and transactions have been eliminated. The Company’s results for the thirteen weeks and forty weeks ended November 28, 2004 are not necessarily indicative of what the Company’s results will be for other interim periods or for the full fiscal year. Certain amounts in prior fiscal periods have been reclassified for comparative purposes.

Seasonality—The Company’s and the Company’s customers’ businesses are seasonal, based upon the planting, growing and harvesting cycles. During fiscal 2003 and 2004, at least 75% of the Company’s net sales occurred during the first and second fiscal quarters of each year because of the condensed nature of the planting season. As a result of the seasonality of sales, the Company experiences significant fluctuations in its revenues, income and net working capital levels and in the amount of borrowings under its revolving credit facility.

Use of Estimates—Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates or assumptions affect reported amounts of assets, liabilities, revenue and expenses as reflected in the financial statements. Actual results could differ from estimates.

Inventories—Inventories consist primarily of chemicals, fertilizers and seed. The Company uses the lower of cost, determined using the first-in, first-out (FIFO) and average cost methods, or market, to value its inventory. As of November 28, 2004, approximately 11.6% of the inventory is reported on an average cost basis. Inventory produced through our formulation facility is valued in accordance with the standard cost method of inventory valuation. Transfers between operating units are at cost.

Vendor Rebates—Receivables include vendor rebates, which represent amounts due from suppliers on crop protection, seed and fertilizer products and are accrued when earned, which is typically at the time of the sale of the related product. Periodically, the Company revisits the methodology to estimate monthly rebates to incorporate the most detailed information available.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

Long Lived Assets and Intangible Assets—Property, plant and equipment are carried at cost. Depreciation has been calculated using primarily the straight-line method over the estimated useful lives of the respective classes of assets as follows:

The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Recoverability of an asset “held-for-use” is determined by comparing the carrying amount of the asset to the undiscounted net cash flows expected to be generated from the use of the asset. If the carrying amount is greater than the undiscounted net cash flows expected to be generated by the asset, the asset’s carrying amount is reduced to its fair market value. An asset “held-for-sale” is reported at the lower of the carrying amount or fair market value, less cost to sell.

Income Taxes—The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities at each balance sheet date using enacted tax rates expected to be in effect in the year the differences are expected to reverse. Prior to the Acquisition, income taxes were paid by ConAgra Foods, Inc. (“ConAgra Foods”) on a consolidated level, because the Company was included in the consolidated tax returns of ConAgra Foods. The Company files a consolidated tax return with UAP Holdings for United States federal income taxes and certain state income taxes. As of February 22, 2004, UAP Holdings had a net operating loss of $37.7 million, which will be utilized on a consolidated basis through fiscal 2006. The amount attributable to the Company is $36.6 million.

Fair Values of Financial Instruments—Unless otherwise specified, the Company believes the carrying amount of financial instruments approximates their fair value.

Revenue Recognition—Revenue is recognized when title and risk of loss are transferred to customers upon delivery based on terms of sale. Revenue is recognized as the net amount to be received after deducting estimated amounts for discounts, trade allowances and product returns.

Stock Split—On November 17, 2004, UAP Holdings’ board of directors approved a stock split of approximately 39.085-for-1 of UAP Holdings’ common stock in connection with UAP Holdings’ initial public offering of its common stock. All share, per share and conversion amounts related to UAP Holdings’ common stock and stock options included in the accompanying consolidated financial statements and footnotes have been restated to reflect the stock split for all periods presented.

Dividends—On October 4, 2004, the Company paid a special dividend to UAP Holdings of $60.0 million. On such date, the Company had available retained earnings of $55.8 million.

Stock-Based Compensation—Predecessor Stock Plan—ConAgra Foods accounted for employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.

Accordingly, no stock-based compensation expense is reflected in net income, as options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, which became effective for fiscal years ending after

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

December 15, 2002. SFAS No. 148 requires certain pro forma information regarding net income and earnings per share to be calculated based on the assumption that UAP Holdings recognized expenses for its employee stock options using the fair value method. The fair value of options was estimated at the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions for the thirty-nine weeks ended November 23, 2003: risk-free interest rate of 4.30%; a dividend yield of 3.9%; expected volatility of 30.0%; and an expected option life of six years. The weighted average fair value of options granted for the thirty-nine weeks ended November 23, 2003 was $5.88 for ConAgra stock. Pro forma net income for the thirty-nine weeks ended November 23, 2003 after deducting stock-based employee compensation expense was as follows:

Stock-Based Compensation—Successor Stock Plan—Certain of the Company’s employees participate in UAP Holdings’ stock option plans. UAP Holdings accounted for employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. No stock-based compensation expense is reflected in net income, as options granted under these plans have an exercise price equal to the market value of the underlying common stock on the date of grant.

Stock-Based Compensation—Deferred Compensation Plan—Certain members of management participate in UAP Holdings’ 2003 and 2004 Deferred Compensation Plans. Such plans have allowed the participants to purchase shares of UAP Holdings’ common stock at a price equal to approximately $2.56 per share, which is the fair value of the stock on the date of the Acquisition. Each participant’s equity is held in a rabbi trust and is accounted for in accordance with EITF 97-14 “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested.” In accordance with the provisions of the rabbi trust, the rabbi trust can only hold investments in UAP Holdings’ common stock and all participants’ accounts must be settled in UAP Holdings’ common stock; accordingly, UAP Holdings’ common stock held in the rabbi trust is accounted for as a component of equity. Changes in the fair value in UAP Holdings’ common stock are not accounted for. After giving affect to the initial public offering of UAP Holdings’ common stock, the rabbi trust held 1,883,466 and 2,169,229 shares of UAP Holdings’ common stock as of November 28, 2004 and February 22, 2004, respectively.

Comprehensive Income—Comprehensive income consists of net income and foreign currency translation adjustments. The translation of foreign currency into U.S. dollars is performed for balance sheet accounts using the current exchange rate in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The gains or losses resulting from translation are included in stockholders’ equity. Exchange adjustments resulting from foreign currency transactions are generally recognized in earnings. For the forty weeks ended November 28, 2004, the gain on foreign currency was $4.7 million. The Company deems its foreign investments to be permanent in nature and does not provide for taxes on currency translation adjustments arising from converting the investment in a foreign currency to U.S. dollars.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

There are no reclassification adjustments to be reported in the periods presented. Total comprehensive income for the forty weeks ended November 28, 2004 and the thirty-nine weeks ended November 23, 2003 was as follows:

Recently Issued Accounting Pronouncements—In November 2004, the FASB issued SFAS No. 151, “Inventory Costs” (SFAS 151). This Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions at the beginning of fiscal 2007. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, “Share-Based Payment” (SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is effective for all interim periods beginning after June 15, 2005 and, thus, will be effective for the Company beginning with the third quarter of fiscal 2006. Early adoption is encouraged and retroactive application of the provisions of SFAS 123R to the beginning of the fiscal year that includes the effective date is permitted, but not required. The Company is currently evaluating the impact of SFAS 123R on its financial statements.

On November 24, 2003, pursuant to a stock purchase agreement among the Company, UAP Holdings and ConAgra Foods, UAP Holdings acquired the Company and certain of its subsidiaries from ConAgra Foods in a merger and related transactions (the “Acquisition”).

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

During the third quarter of fiscal 2005, the Company finalized the Acquisition purchase price allocation with the assistance of a third-party valuation of certain intangible assets. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at November 24, 2003:

The Company has allocated the excess of the Acquisition cost over the fair value of the assets acquired and liabilities assumed to goodwill, trade names and other finite lived intangible assets. The amount of other finite and indefinite lived intangible assets recognized in the Acquisition were $30.5 million. The finite lived intangible assets, including trade names and customer lists, are being amortized over three to ten years based on the estimated remaining useful lives of the intangible assets. Amortization expense associated with intangibles for the Company was $1.1 million for the forty weeks ended November 28, 2004. An additional $14.6 million in costs associated with the Acquisition were allocated to goodwill.

Identifiable intangible assets are as follows:

Non-amortizing assets consist primarily of trademarks, trade names, patents and relationships. Amortizing intangible assets, carrying a weighted average life of approximately three to ten years, are comprised primarily of product marketing agreement, registrations and non-compete agreements. Amortization expense associated with intangibles was $1.1 million and $1.7 million for the forty week period ended November 28, 2004 and the thirty-nine week period ended November 23, 2003, respectively. Amortization expense associated with intangibles is estimated to be approximately $1.5 to $1.8 million for each of the next five years.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

Inventories are comprised of the following:

As part of the Acquisition, UAP Holdings, the Company and certain of its subsidiaries entered into a seller transition services agreement with ConAgra Foods pursuant to which the Company would perform certain information technology, accounting, office support and other services for ConAgra Foods. In addition, the Company granted to ConAgra Foods and its international subsidiaries an exclusive two-year license to use certain of the Company’s trademarks and trade names outside the United States and Canada. ConAgra Foods paid the Company an aggregate fee of $1.3 million for the license and the services provided under the seller transition services agreement. The seller transition services agreement was terminated by ConAgra Foods on September 30, 2004.

As part of the Acquisition, ConAgra Foods, UAP Holdings, the Company and certain of its subsidiaries entered into a buyer transition services agreement pursuant to which ConAgra Foods would provide certain information technology and other administrative services to the Company and its subsidiaries for a period of one year. As consideration for these services, the Company paid ConAgra Foods $7.5 million. For the thirteen and forty week periods ended November 28, 2004, $1.9 million and $5.6 million, respectively, in expense was recognized by the Company for services performed pursuant to this agreement. This transition services agreement expired on November 23, 2004, in accordance with its terms.

Expenses incurred by ConAgra Foods and allocated to the Company were historically determined based on the specific services that were provided or were allocated based on ConAgra Foods’ investment in the Company in proportion to ConAgra Foods’ total investment in its subsidiaries. In addition, ConAgra Foods charged the Company finance charges on ConAgra Foods’ investment in and advances to the Company. Management believes that such expense allocations were reasonable. It is not practical to estimate the expenses that would have been incurred by the Company if it had been operated on a stand-alone basis. Corporate allocations included allocated selling, general and administrative expenses of $2.9 and $9.0 million respectively for the thirteen and thirty nine weeks ending November 23, 2003. Allocated finance charges, presented net of third party finance fee income, are $3.9 million and $12.2 million for the thirteen and thirty nine weeks ending November 23, 2003, respectively.

The Company is party to a management consulting agreement (the “Management Agreement”) dated as of November 21, 2003 with Apollo Management V, L.P. (“Apollo”). Under the terms of the Management Agreement, the Company retained Apollo to provide certain management consulting and financial advisory services, for which the Company paid Apollo an annual management fee of $1.0 million in quarterly payments of $250,000. In particular, the Management Agreement required Apollo to advise the Company concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

matters related to the business, administration and policies of the Company and its affiliates, in each case as the Company reasonably and specifically requested in writing. In addition, as consideration for arranging the Acquisition, certain related financing transactions and the preparation of a registration statement with respect to an exchange offer for the Company’s 8¼% Senior Notes due 2011, the Company paid Apollo a fee of $5.0 million in January 2004. Upon consummation of UAP Holdings’ initial public offering of its common stock, Apollo was also paid a transaction fee of $3.5 million. The Management Agreement had, by its terms, an initial term of seven years, which commenced on November 21, 2003. Concurrently with the closing of UAP Holdings’ initial public offering of its common stock and payment of the aforementioned transaction fee and all other amounts payable to Apollo under the Management Agreement, the Management Agreement was terminated in its entirety.

Long-term debt is comprised of the following at November 28, 2004 and February 22, 2004:

There was no long-term debt as of November 23, 2003.

In connection with the Acquisition, the Company entered into a five-year $500.0 million asset-based revolving credit facility. The revolving credit facility also provides for a $20.0 million revolving credit sub-facility for United Agri Products Canada Inc. (“UAP Canada”), a $50.0 million letter of credit sub-facility, a $25.0 million swingline loan sub-facility and a $25.0 million in-season over-advance sub-facility. The interest rates with respect to revolving loans under the existing revolving credit facility are based, at the Company’s option, on either the agent’s index rate plus an applicable index margin of 1.50% or upon LIBOR plus an applicable LIBOR margin of 2.75%. The interest rates with respect to in-season overadvances under the existing revolving credit facility are based, at the Company’s’ option, on either the agent’s index rate plus an applicable index margin of 2.75% or upon LIBOR plus an applicable LIBOR margin of 4.00%. The Company also pays an unused line fee margin of 0.50% multiplied by the difference between (x) the maximum amount of the revolving credit facility (as it may be reduced from time to time) and (y) the average daily balance of revolving loans for the preceding months. These applicable margins are in each case subject to prospective reduction on a quarterly basis (other than the margins on in-season over advances) if the Company reduces its ratio of funded debt to EBITDA (on a consolidated basis). Overdue principal, interest and other amounts will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%. The obligations under the existing revolving credit facility are (or, in the case of future subsidiaries, will be) guaranteed by UAP Holdings and each of its existing and future direct and indirect U.S. subsidiaries. The obligations under the existing revolving credit facility are secured by a first priority lien on, or security interest in, subject to certain exceptions, substantially all of UAP Holdings’, the Company’s and UAP Canada’s properties and assets and the properties and assets of each of the guarantors. The existing revolving credit facility contains customary representations, warranties and covenants and events of default. As of November 28, 2004, the Company had drawn on its revolving credit facility in the amount of $211.6 million.

The Company’s credit agreement includes a minimum EBITDA requirement of $70.0 million as measured on a twelve month rolling period. The Company is also required to maintain a Fixed Charge Coverage Ratio of not less

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

than 1.1 to 1.0, measured on the last day of each month for the trailing twelve months then ended. The credit agreements also contain certain negative covenants which may restrict the Company’s ability to, among other items, incur new indebtedness, engage in new business ventures, or complete significant acquisitions or divestitures.

The Company issued $225.0 million aggregate principal amount of 8¼% Senior Notes due 2011 (the “8¼% Senior Notes”) on December 16, 2003. Interest on the 8¼% Senior Notes is payable semiannually in arrears on June 15 and December 15. The first interest payment was made on June 15, 2004. Because an exchange offer registration statement had not yet been declared effective as of July 13, 2004, then as of and including July 14, 2004, the Company is required to pay penalty interest at an annual rate of 0.25% per annum. From and including October 12, 2004, the penalty interest rate increased to 0.50% per annum and will increase by an additional 0.25% per annum each 90 days thereafter up to a maximum of 1.00% per annum on the outstanding principal amount until the registration statement is declared effective and the exchange offer is consummated. The amount of liquidated damages that accrued for the forty weeks ended November 28, 2004 is $0.3 million.

Cash interest paid was $17.2 million and $0.3 million for the forty week period ended November 28, 2004 and the thirty-nine week period ended November 23, 2003, respectively. Finance charge income was $2.9 million and $6.8 million for the thirteen and forty week periods ended November 28, 2004, respectively, and $3.2 million and $7.3 million for the thirteen and thirty-nine week periods ended November 23, 2003, respectively.

Based on current market rates primarily provided by outside investment bankers, the fair value of the 8¼% Senior Notes was estimated at $240.7 million.

The Company uses off-balance sheet arrangement (e.g. operating leases) where the economics and sound business principles warrant their use. The Company periodically enters into guarantees and other similar arrangements as part of transactions in the ordinary course of business. The Company leases certain facilities and transportation equipment under agreements that expire at various dates. Management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. Substantially all leases require payment of property taxes, insurance and maintenance costs in addition to rental payments. Rent expense under all operating leases was $29.5 million and $28.8 million in the forty weeks ended November 28, 2004 and the thirty-nine weeks ended November 23, 2003, respectively.

A summary of noncancelable operating lease commitments for the years following November 28, 2004 is as follows:

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

The Company had letters of credit outstanding at November 28, 2004 of $21.7 million, and purchase order commitments of $3.0 million.

As of November 28, 2004, the Company also had cancelable lease commitments for vehicles and equipment totaling $46.5 million.

The Company is a party to a number of lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded, management believes the ultimate resolution of such matters should not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Successor Plans

The Company assumed the plan assets and obligations of the UAP Canadian pension plan as reported under the Predecessor entity. As part of the Acquisition, benefits due to employees who participated in the ConAgra Foods Pension Plan have been frozen as of the date of the Acquisition. The Company pays $0.0595 per payroll dollar. For the thirteen week and forty week periods ended November 28, 2004, $0.0 million and $0.3 million, respectively, have been expensed.

In addition, the Company has a defined contribution plan for all domestic employees. The Company will match 67% of each employee’s first 6% contribution to the plan. In addition, the Company will make a contribution to the plan for each employee equal to 2% of their calendar year pay. At the Company’s option, an additional 1% contribution may be made equally as a percentage of calendar-year payroll to each participant of the plan based on established Company profitability objectives. As part of the Acquisition, a transition contribution will be made on an annual basis for five years to all employees over the age of 50 as of the Acquisition date. Total contribution expense for the plan for the thirteen and forty week periods ended November 28, 2004 was $(0.5) million and $6.0 million, respectively.

Predecessor Retirement Pension Plans

The Predecessor entity had defined benefit retirement plans for eligible salaried and hourly employees. Benefits were based on years of credited service and average compensation or stated amounts for each year of service. The Predecessor entity funded these plans in accordance with the minimum and maximum limits established by law. Employees of the Company also participated in defined benefit and defined contribution plans sponsored by ConAgra Foods.

Certain of the Company’s employees participate in UAP Holdings’ 2003 stock option plan. The 2003 stock option plan provides for the grant of options to purchase shares of UAP Holdings’ common stock at prices equal to the fair market value of UAP Holdings’ common stock at the time of the grant. As of November 28, 2004, 3,283,165 options have been approved for the 2003 stock option plan. Of these, 3,066,400 options were granted with an exercise price of approximately $2.56 per share, of which 162,375 were granted during the forty weeks ended November 28, 2004. As of November 28, 2004, after giving effect to UAP Holdings’ initial public offering, 2,237,865 options were vested. The remaining 828,535 options will vest over the next five years. There are 216,765 options remaining to be granted.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

An additional 586,279 options were reserved for UAP Holdings’ 2004 non-executive director stock option plan. Of these, 351,762 options were granted during the forty weeks ended November 28, 2004 with an exercise price of approximately $2.56 per share. All of the granted options were immediately vested.

The Company operates in one segment. Net sales and long-lived assets by geographical area are as follows:

Net sales by product category are as follows:

The thirteen weeks ended November 28, 2004 comprised 12.0% of total sales for the forty weeks ended November 28, 2004. The thirteen weeks ended November 23, 2003 accounted for 13.2% of the total net sales for the thirty-nine weeks ended November 23, 2003. No single customer accounted for more than 10% of net sales for the thirteen or forty weeks ended November 28, 2004 or the thirteen or thirty-nine weeks ended November 23, 2003. Net sales by geographical area are based on the location of the facility producing the sales.

Long-lived assets consist of property, plant and equipment, net of depreciation, goodwill, intangibles, non-current deferred tax assets and other assets. Long-lived assets by geographical area are based on location of facilities.

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

On November 29, 2004, UAP Holdings consummated the initial public offering of its common stock, which consisted of a primary offering of 3,125,000 shares of UAP Holdings’ common stock by UAP Holdings and a secondary offering of 28,428,125 shares of UAP Holdings’ common stock by UAP Holdings’ equity sponsor and certain members of its management. The primary offering resulted in net proceeds to UAP Holdings of approximately $46.9 million (after deducting underwriting discounts and commissions of approximately $3.1 million). UAP Holdings used such proceeds as follows:

UAP Holdings did not receive any of the proceeds from the secondary offering. In the aggregate, the selling stockholders received approximately $427.0 million of net proceeds from the secondary offering.

In connection with the initial public offering, the Company amended and restated its revolving credit facility. The amendment provided, among other things, that the portion of the proceeds from the initial public offering that were contributed to the Company in order to enable it to redeem a portion of its 8¼% Senior Notes will increase the amount of dividends the Company is permitted to pay under the amended and restated revolving credit agreement. As a result of the amendment, the interest rates with respect to revolving loans under the revolving credit facility are based, at the Company’s option, on either the agent’s index rate plus an applicable index margin of between 0.50% and 1.00% or upon LIBOR plus an applicable LIBOR margin of between 1.75% and 2.25%. As of the date of this Report, the applicable index margin is 0.75% and the applicable LIBOR margin is 2.00%. The interest rates with respect to in-season over advances under the revolving credit facility are based, at the Company’s option, on either the agent’s index rate plus an applicable index margin of 2.25% or upon LIBOR plus an applicable LIBOR margin of 3.50%. The Company also pays an unused line fee of between 0.25% and 0.375% multiplied by the difference between (x) the maximum amount of the revolving credit facility (as it may be reduced from time to time) and (y) the average daily balance of revolving loans for the preceding months. These applicable margins (other than the margin on in-season over advances) are in each case subject to prospective adjustment on a quarterly basis (with respect to any reduction from current levels, beginning with the third quarter after consummation of UAP Holdings’ initial public offering) if United Agri Products reduces its ratio of funded debt to EBITDA (on a consolidated basis).

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

The 8¼% Senior Notes issued by the Company are fully and unconditionally guaranteed on a joint and several basis pursuant to guarantees by all of the Company’s domestic subsidiaries (the “Guarantors”), except as noted below. Each of the Company’s direct and indirect subsidiaries is 100% owned by the Company. The 8¼% Senior Notes are not guaranteed by UAP Holdings, the Canadian distribution business and the Businesses Not Acquired (collectively, the “Non-Guarantors”).

Condensed consolidating and combining financial information for the Guarantors and the Non-Guarantors is as follows:

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UNITED AGRI PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Cont’d)

For the Thirteen and Forty Week Periods Ended November 28, 2004 and the Thirteen and Thirty-Nine Week Periods Ended November 23, 2003

columnar dollar amounts in thousands

unaudited

UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

November 28, 2004

(dollars in thousands)

(unaudited)