UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q/A

(Mark One)

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

For the quarterly period ended March 31, 2006

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: N/A

AMERICAN ROCK SALT COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

New York	16-1516458
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification Number)
3846 Retsof Road, Retsof, New York	14539
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (585) 243-9510 ext. 1164

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report): N/A

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  ¨    NO  ¨    N/A  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  ¨                    Accelerated Filer  ¨                    Non-Accelerated Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

EXPLANATORY NOTES

American Rock Salt Company LLC (the “Company”) is not required to file reports under the Securities Exchange Act of 1934, as amended. This Form 10-Q/A is only being filed for informational purposes pursuant to the indenture governing the Company’s 9 ¹/2% Senior Secured Notes due 2014.

As a result of recent correspondence with the staff of the Securities and Exchange Commission (the “SEC”), the Company, with the concurrence of the Company’s Board of Managers, concluded in September 2006 to change its method of amortizing its mine development costs from the straight line method to the units-of-production method. This filing reflects, among other things, the retrospective application of the new method to all periods presented.

This Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”) for the fiscal quarter ended March 31, 2006, initially filed with the SEC on May 11, 2006 (the “Original Filing”), is being filed to reflect the retrospective application of the Company’s new method of amortizing its mine development costs. This change affects the Company’s Balance Sheets at March 31, 2006 and September 30, 2005 and its Statements of Operations, Statements of Changes in Members’ Equity (Deficit) and Statements of Cash Flows for each of the fiscal quarters ended March 31, 2006 and March 31, 2005. The Company has elected to change its mine development cost amortization to the units-of-production method, instead of a 20-year amortization life as the Company had previously used. The Company has adopted Statement of Financial Accounting Standards No. 154 (“FAS 154”), effective as of October 1, 2005, and in accordance therewith, retrospectively applied the change in amortization approach as a change in accounting principle to the unaudited financial statements included in this Form 10-Q/A. For a more detailed description of the change in accounting principle, see Note 2, “Basis of Presentation and Accounting Change” to the accompanying unaudited financial statements.

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety, as amended by this Form 10-Q/A. However, this Form 10-Q/A amends only Items 1 and 2 of Part I of the Original Filing, in each case to reflect, and solely as a result of, the revisions referred to above, and, except as noted above, no other information in the Original Filing is amended hereby. The foregoing items have not been updated to reflect other events occurring after the Original Filing or to modify or update those disclosures affected by subsequent events. In addition, Item 6 of Part II of this Form 10-Q/A has been amended to include the currently-dated certifications from the Company’s Co-Chief Executive Officers and its Chief Financial Officer. The updated certifications are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 31.3 and 31.4, respectively. The letter from the Company’s independent registered public accounting firm regarding the change in accounting principle is included in the Company’s Form 10-Q for the period ended June 30, 2006, and is incorporated by reference herein.

American Rock Salt Company LLC

INDEX

		Page Number
Part 1.	Financial Information
Item 1.	Financial Statements - Unaudited
	Balance Sheets March 31, 2006 and September 30, 2005	2
	Statements of Operations Three and Six Months Ended March 31, 2006 and 2005	3
	Statement of Changes in Members’ Deficit Six Months Ended March 31, 2006 and 2005	3
	Statements of Cash Flows Six Months Ended March 31, 2006 and 2005	4
	Notes to Interim Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
Part II.	Other Information
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
Signatures		18
Exhibits		19

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

American Rock Salt Company LLC

Balance Sheets

(Dollars in Thousands)

(Unaudited)

	March 31, 2006		September 30, 2005
	As Adjusted (See Note 2)
Assets
Current assets
Cash and equivalents	$	9,068	$	2,234
Accounts receivable, net of reserve for doubtful accounts of approximately $64 at September 30, 2005 and March 31, 2006, respectively		7,019		7,193
Inventory		24,270		32,040
Prepaid expenses		555		687
Total current assets		40,912		42,154
Property and equipment, net		84,797		84,263
Other assets
Salt deposits and mineral rights, net		2,593		2,603
Mine acquisition costs, net		384		388
Financing costs, net of accumulated amortization		6,162		6,547
Total other assets		9,139		9,538
	$	134,848	$	135,955
Liabilities and Members’ Equity
Current liabilities
Revolving line of credit	$	—	$	13,700
Current portion of long-term debt		2,849		2,849
Accounts payable		2,926		3,655
Accrued expenses		1,703		3,621
Related party payables		1,069		361
Total current liabilities		8,547		24,186
Long-term debt, net of current portion		121,314		124,567
Total liabilities		129,861		148,753
Members’ deficit
Class A Units 6,250 units issued and outstanding at March 31, 2006 and September 30, 2005		1,638		(4,210	)
Class F Units 12,750 units issued and outstanding at March 31, 2006 and September 30, 2005		3,349		(8,588	)
		4,987		(12,798	)
	$	134,848	$	135,955

The accompanying notes are an integral part of these interim financial statements.

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American Rock Salt Company LLC

Statements of Operations

(Dollars in Thousands)

(Unaudited)

	For the three months ended						For the six months ended
	March 31, 2006			March 31, 2005			March 31, 2006			March 31, 2005
	As Adjusted (See Note 2)
Sales
Bulk	$	38,463		$	63,932			82,504			90,370
Packaged		262			697			1,813			1,865
Total sales		38,725			64,629			84,317			92,235
Cost of sales
Freight and handling		16,386			28,566			37,684			40,163
Products		9,362			17,093			19,273			25,353
		25,748			45,659			56,957			65,516
Gross income		12,977			18,970			27,360			26,719
Operating expenses		1,625			2,319			3,498			4,269
Income from operations		11,352			16,651			23,862			22,450
Other income (expense)
Interest expense		(2,933	)		(2,986	)		(6,084	)		(5,910	)
Interest income		37			5			37			5
Other financing charges		(54	)		(1	)		(65	)		(7	)
Other, net		2,129			—			2,146			3
Total other expense, net		(821	)		(2,982	)		(3,966	)		(5,909	)
Net income	$	10,531		$	13,669		$	19,896		$	16,541

The accompanying notes are an integral part of these interim financial statements.

American Rock Salt Company LLC

Statement of Changes in Members’ (Deficit)

For the Six Months Ended March 31, 2006

(Dollars in Thousands)

(Unaudited)

	Class A Units			Class F Units			Total
	As Adjusted (See Note 2)
Members’ deficit - September 30, 2005	$	(4,210	)	$	(8,588	)	$	(12,798	)
Net income		6,545			13,351			19,896
Distribution to members		(697	)		(1,414	)		(2,111	)
Members’ deficit - March 31, 2006	$	1,638		$	3,349		$	4,987

The accompanying notes are an integral part of these interim financial statements.

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American Rock Salt Company LLC

Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)

	For the six months ended
	March 31, 2006			March 31, 2005
	As Adjusted (See Note 2)
Cash flows from operating activities
Net income	$	19,896		$	16,541
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		2,417			2,159
Depletion		10			25
Provision for bad debts		—			11
Amortization of mine acquisition and financing costs		389			389
Changes in
Accounts receivable		174			(13,200	)
Inventory		7,770			16,731
Prepaid expenses and other assets		132			(59	)
Accounts payable		(729	)		666
Accrued expenses		(1,918	)		(17	)
Borrowings of related party payables		708			1,934
Net cash provided by (used in) operating activities		28,849			25,180
Cash flows from investing activities
Purchase of property and equipment		(2,951	)		(1,151	)
Net cash used in investing activities		(2,951	)		(1,151	)
Cash flows from financing activities
Repayments on long-term debt		(3,253	)		(12	)
Borrowings on revolving line of credit		—			4,420
Repayments on revolving line of credit		(13,700	)		(17,170	)
Issuance of senior secured notes		—			—
Distribution to Members		(2,111	)		—
Increase in Restricted Cash		—			(2,162	)
Net cash used in financing activities		(19,064	)		(14,924	)
Net (decrease)increase in cash and equivalents		6,834			9,105
Cash and equivalents - beginning of period		2,234			3,102
Cash and equivalents - end of period	$	9,068		$	12,207
Supplemental Disclosure of Cash Flow Activities
	For the six months ended
	March 31, 2006			March 31, 2005
Cash paid for interest	$	6,118		$	5,839

The accompanying notes are an integral part of these interim financial statements.

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AMERICAN ROCK SALT COMPANY LLC

NOTES TO FINANCIAL STATEMENTS

1. The Company

American Rock Salt Company LLC (the “Company”) primarily sells bulk rock salt for use in deicing roads. The Company bids on supply contracts for salt produced at the Hampton Corners Mine to be provided to state Departments of Transportation and local municipalities as well as industrial consumers throughout the Northeastern United States. The Company was formed on January 30, 1997. Construction of the Hampton Corners Mine began in November 1998 and it was substantially completed in December 2001. The Company steadily increased sales as production and distribution capacity came online during a ramp-up phase in fiscal 2001 and 2002. The Company attained full operating capacity during fiscal 2003.

2. Basis of Presentation and Accounting Change

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the audited financial statements for the fiscal year ended September 30, 2005 included in the Company’s Form 10-K/A . In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, have been included. Operating results for the three and six month periods ended March 31, 2006 are not indicative of the results that may be expected for a full year due, in part, to seasonal fluctuations, which are normal for the Company’s business. Further, the Company has made a number of estimates and assumptions relating to the assets and liabilities, the disclosure of contingent assets and liabilities and the reporting of revenues and expenses to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. The balance sheet at September 30, 2005 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

No provision is made for income taxes in the accompanying financial statements as the Company is a limited liability company that elected partnership status. The taxable income or loss and any available credits of the Company are includable on the individual income tax returns of the members.

The Company concluded in September 2006 to change its method of amortization of its mine development costs from the straight line method to the units-of-production method. In accordance with Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections, the Company retrospectively adjusted its financial statements for all periods to reflect such change.

Mine development costs, primarily underground assets used in the production of salt, had a gross total of $69.8 million as of March 31, 2006 and are included on the Company’s balance sheet in property and equipment, net. Under the prior accounting method, these assets had been amortized over a 20 year life on a straight line basis. Under the units-of-production method, the assets are amortized based on the tons of salt extracted compared to the total tons of proven salt reserves. The new accounting method is preferable because it better reflects the usage patterns of these assets, links their estimated useful lives to the life of the Company’s proven salt reserves, and is the industry predominant accounting practice for similar assets.

The Company believes it had approximately 8,120 acres of proven salt reserves with approximately 176,000,000 tons of proven salt reserves prior to mining activity. The financial impact of this accounting change is a reduction of annual amortization expense as the mine development assets are effectively amortized over a longer useful life. Under SFAS 154, the financial statement impact is applied retrospectively to all periods presented. The following table presents the Company’s net income and certain balance sheet data as previously reported using the 20-year amortization life and as adjusted using the units-of-production method.

5

	Three months ended					Six months ended
	March 31, 2006			March 31, 2005		March 31, 2006			March 31, 2005
Net income, as previously reported	$	9,974		$	12,497	$	18,522		$	14,894
Reduced amortization impact	$	557		$	1,172	$	1,372		$	1,647
Net income, as adjusted	$	10,531		$	13,669	$	19,894		$	16,541
	March 31, 2006					September 30, 2005
Inventory, as previously reported	$	24,983				$	33,053
Reduced amortization impact		(713	)				(1,013	)
Inventory, as adjusted	$	24,270				$	32,040
Property and equipment, as previously reported	$	74,915				$	75,457
Reduced amortization impact		9,882					8,806
Property and equipment, as adjusted	$	84,797				$	84,263

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3. Long-Term Debt

Long-term debt consisted of the following at:

	March 31, 2006			September 30, 2005
Senior Secured Notes
Senior Secured Notes at March 31, 2006 of $100,000,000, currently requiring semi annual interest payments through the final maturity date of March 15, 2014 at an annual rate of 9.50%. Prior to March 15, 2007, 35% of the aggregate principal amount of the principal amount of the notes at the established price plus accrued and unpaid interest may be redeemed at 109.5%. Some or all of the notes may be redeemed at any time prior to March 15, 2009 at a make-whole redemption price. After March 15, 2009, the notes are redeemable at a redemption price of 104.75%, to be adjusted annually to 100% by March 15, 2012		100,000			100,000
Senior Term Loan
Senior Term Loan at March 31, 2006, currently requiring quarterly principal and interest payments through the final maturity date of March 16, 2012 at an annual rate equal to the LIBOR rate plus up to 3.5%, based on a pricing grid leverage ratio or a base rate (the higher of the Federal Funds Rate plus 0.5% or the prime rate plus the applicable margin for base rate loans), at the Company’s option. The interest rate is 5.45% as of March 31 , 2006.		24,027			27,266
Promissory note payable to the Empire State Development Corporation
Due April 1, 2011, interest at 4.0% per annum payable in 120 equal installments of principal and interest		136			150
		124,163			127,416
Less: Current maturities of long-term debt		(2,849	)		(2,849	)
	$	121,314		$	124,567

On March 7, 2006, the Company amended its bank facility primarily in order to reduce the pricing grid leverage ratio and to eliminate certain financial covenants, as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2006. At March 31, 2006, the Company’s bank facility in the aggregate principal amount of $51.0 million consists of: (a) a $24.0 million term loan facility, and (b) a $27.0 million working capital facility. Both the term loan and the working capital facility bear interest at an annual rate equal to the LIBOR rate plus up to 1.375%, based on a pricing grid leverage ratio or a base rate (the higher of the Federal Funds Rate plus 0.50% or the prime rate plus the applicable margin for base rate loans), at the Company’s option. The term loan facility has a maturity of eight years commencing March 7, 2006. The working capital facility has an initial term of five years commencing March 7, 2006.

The term loan facility was drawn at the conclusion of litigation with the mine contractor and other parties (see Note 6). At March 31, 2006 a balance of $24.0 million was outstanding under this facility bearing interest at a rate of 5.45%.

The working capital facility permits the Company to borrow up to $27.0 million in revolving loans with a $7.0 million sub-limit available for the issuance of letters of credit. Availability of the working capital facility is subject to a borrowing base formula. As of March 31, 2006, the Company had $0.0 million drawn and $2.0 million of standby letters of credit outstanding under the working capital facility, with approximately $19.1 million of remaining availability thereunder. The aggregate outstanding amount of revolving loans and letters of credit under the financing arrangement cannot exceed $27.0 million and when outstanding would bear an interest rate of 5.45% (assuming the rate in effect at March 31, 2006 would apply).

7

4. Inventory

Inventory consists of the following:

	March 31, 2006			September 30, 2005
	As Adjusted (See Note 2)
Supplies	$	1,164		$	1,056
Finished Goods, Salt		23,144			31,021
		24,308			32,077
Less:
Reserve		(38	)		(37	)
	$	24,270		$	32,040

5. Related Party Transactions

Legal Services

Certain legal costs were incurred from an organization affiliated with several of our members of approximately $0.2 million and $0.4 million during the three months ended, and $0.3 million and $0.6 million for the six months ended March 31, 2006 and 2005, respectively. All such fees were included in operating expenses.

Goods and Services

Certain members, or their affiliates, received management and service fees of approximately $0.1 million and $0.1 million during the three months ended, and $0.5 million and $0.1 million for the six months ended March 31, 2006 and 2005, respectively. These amounts are included in operating expenses.

Additionally, certain members, or their affiliates, received payments for goods and services of approximately $0.5 million and $0.4 million during the three months ended, and $1.0 million and $0.7 million for the six months ended March 31, 2006 and 2005, respectively. Of those amounts, the following amounts were included in cost of sales - products: for the three months ended March 31, 2006, approximately $0.4 million; for the three months ended March 31, 2005, approximately $0.4 million; for the six months ended March 31, 2006, approximately $0.9 million; and for the six months ended March 31, 2005, approximately $0.6 million. The remaining amounts not included in cost of sales - products are included in operating expenses.

Financing Costs

Certain costs were incurred from an affiliate of a member for financial advisory fees of approximately $0.1 million for the three months ended, and $0.1 million for the six months ended March 31, 2005. All such amounts are included in operating expenses. No such amounts were incurred for the three or six months ended March 31, 2006.

Non-operating Mineral Interests (“NOMIs”)

Certain members receive payments in respect of NOMIs related to the acquisition of mineral rights equal to 2.5% of the gross income from the mine as reported for purposes of computing percentage depletion for federal income tax purposes. NOMI expense was approximately $1.3 million and $1.6 million during the three months ended, and $2.2 million and $2.1 million for the six months ended March 31, 2006 and 2005, respectively. These amounts are included in cost of sales - products.

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6. Commitments and Contingencies

Engineering and Procurement Contract/Litigation

The Company has been involved in litigation with Frontier-Kemper Constructors, Inc., Flatiron Constructors, Inc. (formerly known as Flatiron Constructors, LLC, and also known as Flatiron Structures LLC), Jointly and Severally with Frontier-Kemper Constructors, Inc. and d/b/a Frontier-Kemper/Flatiron Joint Venture (together, the “EPC Contractor” or ”FKF”), whom the Company engaged to design and construct its mine facility, as well as the EPC Contractor’s bonding companies, Travelers Casualty and Surety Company of America and Liberty Mutual Insurance Company (the ”Bonding Companies”), and Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas (collectively ”Willis”) and Lloyd’s U/W at London, Sponsoring Syndicates (“Lloyd’s), the insurance brokers and underwriters, respectively, of certain liquidated damages insurance purchased to insure the timely completion of the mine facility. On June 30, 2005, the Company, the EPC Contractor and the Bonding Companies reached a settlement agreement with respect to the litigation, pursuant to which the parties agreed to dismiss all claims and counterclaims, subject to limited exceptions, with no findings or admissions of liability by any party. All of the settled claims were dismissed with prejudice. Other terms of the settlement are confidential by agreement of the parties. The settlement did not include the settling parties’ claims against Willis and Lloyd’s, which claims remained pending. On October 18, 2005, the court in which the remaining litigation against Willis and Lloyd’s is pending granted summary judgment to the Company on its claims against Willis for breach of its obligations to the Company as insurance brokers in connection with the above-mentioned liquidated damages insurance. The Company and the EPC Contractor have agreed to a settlement of their claims against Willis and Lloyd’s and have negotiated the final terms of the settlement documents. During the quarter ended March 31, 2006, the Company received payment of $2.1 million as final settlement to this litigation. This amount has been included as Other Income in the Statement of Operations for the three and six month period ended March 31, 2006.

9

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, the Company or persons acting on behalf of the Company may make oral and written statements that may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or by the Securities and Exchange Commission (“SEC”) in its rules, regulations, and releases. The Company desires to take advantage of the “safe harbor” provisions in the PSLRA for forward-looking statements made from time to time, including, but not limited to, the forward-looking information contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Form 10-Q/A and other statements made in this Form 10-Q/A and in filings with the SEC.

The Company cautions readers that any such forward-looking statements made by or on behalf of the Company are based on management’s current expectations and beliefs but are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. The factors that could impact the Company include, without limitation:

• return expectations and related allocation of resources;

• changing economic or competitive conditions; and

• negotiation of agreements with third parties.

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

Company Overview

We are a producer of highway deicing rock salt in North America. We own and operate a rock salt mine located approximately 35 miles south of Rochester, New York. Our mine is located in the heart of the western and central New York and Pennsylvania snow belt, with on-site access to truck and rail transportation.

Salt mines and mining operations are long-lived assets. Based solely on data extrapolated from areas within a one-mile radius of our drill holes, we believe that our mine currently has over 55 years of remaining mineable reserves at the current production rate of 3.0 million tons per year.

While winter weather conditions in individual markets can vary from year to year, our target markets in New York and Pennsylvania are the most impacted by harsh winter snow and ice conditions and overall demand across the region is relatively stable. Our served markets in New York, Pennsylvania, Ohio and eight other states have an aggregate regional demand for over 9.3 million tons per year of rock salt, and Pennsylvania and New England currently have no operating rock salt mines.

Most of our sales are based on annual supply contracts with set pricing and reserved volume generally awarded on the basis of lowest price of bids tendered. This allows us to plan our production and staffing schedule and our inventory placement and sales distribution strategy for the upcoming season. We routinely adjust the size of our workforce, as well as the number of hours and days worked, to reflect seasonal demand.

For the fiscal year ended September 30, 2005 and for the six months ended March 31, 2006, we generated revenues of $104.6 million and $84.3 million, respectively, and net income of $11.0 million and $19.9 million, respectively. We believe that our cash flows are not materially impacted by economic cycles due to the stable end use markets for rock salt and the lack of cost effective alternatives.

Critical Accounting Policies

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, we are required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as critical accounting policies that are most important to the portrayal of our financial condition and results of operation.

Salt Deposits, Mineral Rights and Mine Development Costs

Salt deposits and mineral rights are underground reserves with respect to which the Company has extraction rights. Mine Development Costs are primarily underground assets used in the production of salt with amortization lives linked to the quantity of available production reserves. Depletion of salt deposits and mineral rights and amortization of mine development costs occur as the minerals are extracted based on units of production and engineering estimates of total reserves. As such, our mineral rights interests include estimates of probable mineral reserves. As such, the carrying values, depletion and amortization expense charges for these assets are dependent upon estimates of proven mineral reserves. The impact of revisions to our reserve estimates is recognized on a prospective basis.

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Mine Reclamation Cost

We have calculated the estimated net future cost of dismantling, restoring, and reclaiming our mine in its related mine site in accordance with federal, state and local regulatory requirements, and in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets. SFAS No. 143 requires that we recognize the legal obligation of our mine reclamation costs at fair value as a liability when incurred and capitalize such costs by increasing the carrying amount of our mine assets.

Impairment of Long-Lived Assets

In the event that relevant facts and circumstances indicate that the carrying amounts of our long-lived assets may be impaired, an evaluation of recoverability is performed. If such an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down is required. If our review indicates that the assets will not be recoverable, the carrying value of the Company’s assets would be reduced to their estimated fair value.

Other Significant Accounting Policies

Other significant accounting policies not involving the same level of estimates and assumptions as those discussed above are important to an understanding of our financial statements. For example, our policies related to our inventory allowances, revenue recognition and legal contingencies require judgments and estimates.

Results of Operations

The following table sets forth certain historical financial information for the three and six months ended March 31, 2006 and 2005 which have been adjusted as discussed in Note 2 to our unaudited financial statements included elsewhere in this Form 10-Q/A. We record sales to customers based upon total billings including shipping and handling costs necessary to transport our products from the production or storage sites to the delivery point. In establishing our prices to our customers, we must take into account the estimated cost of transportation of our products, since we assume responsibility for such costs. We manage the profitability and attractiveness of existing and prospective customers and product lines by analyzing, among other factors, the customer billings net of related shipping and handling costs. This allows for a more comparable look at the relative profitability of our business as well as providing a more accurate analysis upon which to analyze trends in the business.

The following table and discussion should be read in conjunction with the information contained in our financial statements and the notes thereto included elsewhere in this Form 10-Q/A.

	For the three months ended						For the six months ended
	March 31, 2006			March 31, 2005			March 31, 2006			March 31, 2005
	As Adjusted (See Note 2)
Sales
Bulk	$	38,463		$	63,932			82,504			90,370
Packaged		262			697			1,813			1,865
Total sales		38,725			64,629			84,317			92,235
Cost of sales
Freight and handling		16,386			28,566			37,684			40,163
Products		9,362			17,093			19,273			25,353
		25,748			45,659			56,957			65,516
Gross income		12,977			18,970			27,360			26,719
Operating expenses		1,625			2,319			3,498			4,269
Income from operations		11,352			16,651			23,862			22,450
Other income (expense)
Interest expense		(2,933	)		(2,986	)		(6,084	)		(5,910	)
Interest income		37			5			37			5
Other financing charges		(54	)		(1	)		(65	)		(7	)
Other, net		2,129			—			2,146			3
Total other expense, net		(821	)		(2,982	)		(3,966	)		(5,909	)
Net income	$	10,531		$	13,669		$	19,896		$	16,541

The accompanying notes are an integral part of these interim financial statements.

Seasonality

We experience a substantial amount of seasonality in salt sales. Sales of highway and consumer deicing salt products are seasonal as they vary based on the severity of the winter conditions in areas where the product is used. Following industry

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practice, we and our customers stockpile significant quantities of deicing salt in the second, third and fourth calendar quarters. The result of this seasonality is that sales and operating income are generally higher in the first and fourth calendar quarters and lower during the second and third calendar quarters of each calendar year, resulting in large increases in accounts receivable and accrued expenses on the balance sheet as of March 31 of each year compared to September 30 of each year. For the quarter ended March 31, 2006, accounts receivable and accrued expenses did not follow historical seasonality patterns as a result of the unusually warm and dry winter weather during that period. Our results of operations for the fiscal year ended September 30 are more representative of trends in our results.

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

Sales

Total sales for the quarter ended March 31, 2006 of $38.7 million decreased $25.9 million, or 40.1%, compared to $64.6 million during the same period in fiscal 2005. Sales primarily consist of bulk salt sales, as well as packaged salt sales. The $25.9 million decrease is primarily attributed to a 43.8% decrease in sales volume offset by a 6.6% increase in sales prices in the second quarter of fiscal 2006 as compared to the second quarter of fiscal 2005. This decrease in sales volume is the direct result of current seasonal weather patterns which resulted in winter weather being milder and drier than it had in the quarter ended March 31, 2005. This quarter comparison is further distorted by the better than normal winter weather patterns experienced for the quarter ended March 31, 2005. For this reason, the six month results provided in this Form 10-Q/A are a better illustration of the 2005 and 2006 winter seasons.

Gross Income

Gross income of $13.0 million for the second quarter of fiscal 2006 decreased by $6.0 million, or 31.6%, compared to $19.0 million for the same period in fiscal 2005. The decrease in gross income was primarily attributable to the 43.8% decrease in tonnage sold as discussed above under “Sales”, offset by the 6.6% price increase referred to above. Cost of sales on a per ton basis was comparable between quarters.

Components of cost of sales changed as follows:

• Cost of sales - freight and handling for the three months ended March 31, 2006 decreased by $12.2 million or 42.6% as a result of an overall decrease in tonnage sold offset by an overall increase in freight costs.

• Cost of sales - products for the three months ended March 31, 2006 decreased by $7.7 million or 45.2% corresponding to the overall decrease in tons sold including a 2.5% reduction in the cost per ton of products sold demonstrating the favorable impact of controlling costs of production as sales volume declined.

Operating Expenses

Operating expenses of $1.6 million for the second quarter of fiscal 2006 decreased by $0.7 million, or 29.9%, as compared to $2.3 million for the same period in fiscal 2005. Operating expenses primarily consist of selling, general and administrative expenses, miscellaneous overhead and non-production related depreciation and amortization expenses. The $0.7 million decrease in operating expenses was primarily attributable to a decrease in legal and consulting fees as a result of the settlement of the litigation with the EPC Contractor, as discussed in Note 6 to our unaudited financial statements included elsewhere in this Form 10-Q/A.

Other Income (Expense)

Other expense of $0.8 million for the second quarter of fiscal 2006 decreased $2.2 million, or 72.5%, as compared to $3.0 million for the same period in fiscal 2005. Other expense consists primarily of interest expense of $2.9 million on our credit facility and other related financing charges, which decreased by $0.1 million, or 2.9%, offset by the $2.1 million received in connection with the settlement of the litigation with the EPC Contractor, as discussed in Note 6 to our unaudited financial statements included elswhere in this Form 10-Q/A.

Six Months Ended March 31, 2006 Compared to Six Months Ended March 31, 2005

Sales

Total sales for the six months ended March 31, 2006 of $84.3 million decreased $7.9 million, or 8.6%, as compared to $92.2 million during the same period in fiscal 2005. Sales primarily consist of bulk salt sales, as well as packaged salt sales. The $7.9 million decrease was attributable primarily to a 16.5% decrease in tonnage sold offset by a 9.5% increase in sales price per ton. The decrease in tonnage sold was due to milder and drier winter weather conditions in the six months ended March 31, 2006, as compared to the same six month period in 2005.

Gross Income

Gross income for the six months ended March 31, 2006 of $27.4 million increased by $0.6 million, or 2.4%, compared to $26.7 million for the same period in fiscal 2005. The increase in gross income was attributable to the increase in sales price per ton as well as the 9.6% per ton reduction in cost of sales products referred to below. The reduction in production costs more than offset the increased fuel costs adversely affecting many companies.

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Components of cost of sales changed as follows:

• Cost of sales - freight and handling for the six months ended March 31, 2006 decreased by $2.5 million or 6.2%. This includes a 12.5% increase in cost per ton due to increased fuel prices, offset by a 14.8% decrease in tons shipped.

• Cost of sales - products for the six months ended March 31, 2006 decreased $6.1 million or 24.0%. The decrease is primarily attributable to the 16.5% decrease in tons sold offset by an overall reduction of 9.6% per ton in cost of sales-products as a result of managing production costs as sales volumes declined.

Operating Expenses

Operating expenses of $3.5 million for the six months ended March 31, 2006 decreased $0.8 million, or 18.1%, as compared to $4.3 million for the same period in fiscal 2005. Operating expenses primarily consist of selling, general and administrative expenses, miscellaneous overhead and non-production related depreciation and amortization expenses. The decrease in operating expenses for the six months ended March 31, 2006 is primarily attributable to a decrease in legal and consulting fees as a result of the settlement of the litigation with the EPC Contractor, as discussed in Note 6 to our unaudited financial statements included elsewhere in this Form 10-Q/A.

Other Income (Expense)

Other expense of $4.0 million for the first six months of fiscal 2006 decreased $1.9 million, or 32.9%, as compared to $5.9 million for the same period in fiscal 2005. Other expense consists primarily of interest expense of $6.0 million on our credit facility and other related financing charges, which increased by $0.1 million, or 2.4%, offset by the $2.1 million received in connection with the settlement of the litigation with the EPC Contractor, as discussed in Note 6 to our unaudited financial statements included elsewhere in this Form 10-Q/A.

Liquidity and Capital Resources

Historical Cash Flow

We have used the cash generated from operations, borrowings under revolving lines of credit, and borrowings under construction and post-construction financing facilities to meet our working capital needs and to fund capital expenditures. Additional information regarding our cash flows for the six month period ended March 31, 2006 is provided below.

Operating Activities - Net cash provided by operating activities was $28.8 million for the first six months of fiscal 2006 compared to $25.2 million in net cash provided during the same period in fiscal 2005. Net cash provided by operating activities during the six months ended March 31, 2006 increased primarily due to a $3.4 million increase in net income; a $0.2 million decrease in receivables due to the lower sales volume as compared to a $13.2 million increase during the six months ended March 31, 2005; and an $7.8 million decrease in inventory for the six months ended March 31, 2006 as compared to a $16.7 million decrease during the six months ended March 31, 2005. Net working capital increased $6.1 million during the first six months of fiscal 2006 as compared to a $6.1 million increase during the first six months of 2005.

Investing Activities - Net cash flow used in investing activities for the first six months of fiscal 2006 and 2005 was $2.9 million and $1.2 million, respectively. These cash flows primarily consisted of maintenance-related capital expenditures of $2.9 million and $1.2 million during the six months ended March 31, 2006 and 2005, respectively.

Financing Activities - Net cash used in financing activities was $19.1 million for the first six months of fiscal 2006 as compared to $14.9 million used during the same period in fiscal 2005. During the six months ended March 31, 2006, $12.7 million of cash was provided via seasonal borrowing under our revolving line of credit, offset by $15.7 million in repayments under our revolving line of credit and $3.2 million in principal payments under our term loan facility. Sinking fund and excess cash flow payments made between October 1, 2004 and March 31, 2005 under the credit facility totaled $2.2 million and were shown on the balance sheet as restricted cash. As a result of the settlement of the EPC Contractor litigation, the sinking fund balance was applied against the term loan under our credit facility. In light of the litigation settlement in June 2005, there is no longer a requirement for a sinking fund payment under our credit facility.

EBITDA

EBITDA represents net income before interest expense, depreciation, depletion, and amortization (the Company does not incur income taxes). EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by GAAP, and our calculations of EBITDA may not be comparable to those reported by other companies. Investors should carefully consider the specific items included in our computation of EBITDA. EBITDA is included herein because it is a basis upon which we assess our liquidity position and performance and because certain covenants in our borrowing arrangements are tied to similar measures. EBITDA is also included herein because we believe that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness. This belief is based on negotiations with lenders who have indicated that the amount of indebtedness we will be permitted to incur will be based, in part, on measures similar to our EBITDA. EBITDA does not take into account working capital requirements, capital expenditures, debt service requirements and other commitments, and accordingly, EBITDA is not necessarily indicative of amounts that may be available for discretionary use.

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The following table reconciles EBITDA to net income and net cash provided (used in) by operating activities, the most directly comparable GAAP financial measures, for the periods indicated (dollars in thousands):

American Rock Salt Company LLC

EBITDA Reconciliation to Net Income

	Three Months Ended March 31,						Six Months Ended March 31,
	2006			2005			2006			2005
	As Adjusted (See Note 2)
Net Income to Members	$	10,531		$	13,669		$	19,896		$	16,541
Interest Expense		2,933			2,986			6,084			5,910
Depletion, Depreciation and Amortization		1,423			1,292			2,816			2,573
EBITDA		14,887			17,947		$	28,796		$	25,024
Add/Subtract
Interest Expense		(2,933	)		(2,986	)		(6,084	)		(5,910	)
Changes in working capital and other assets and liabilities		12,541			13,413			6,137			6,066
Net cash provided by (used in) operating activities		24,495			28,374		$	28,849		$	25,180
Net cash used in investing activities	$	(401	)	$	(148	)	$	(2,951	)	$	(1,151	)
Net cash provided by financing activities	$	(20,366	)	$	2,336		$	(19,064	)	$	(14,924	)

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Contractual Cash Obligations

There have been no material changes outside the ordinary course of the Company’s business to the Company’s contractual cash obligations as reported in its Annual Report on Form 10-K for the fiscal year ended September 30, 2005.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s business is subject to a variety of market risks, including but not limited to, interest rate risks and commodity pricing risks. Although the Company’s senior secured notes bear interest at a fixed rate of 9.5% per annum, borrowings under its bank facility are subject to variable interest rates keyed to LIBOR. As of March 31, 2006 the variable rate was 7.5%. As of March 31, 2006, we had $100.0 million of debt outstanding under our senior secured notes, and $24.0 million outstanding under our bank facility. Our bank facility, in the aggregate principal amount of $51.0 million, consists of (a) a $24.0 million term loan facility, and (b) a $27.0 million working capital facility. The working capital facility permits us to borrow up to $27.0 million in revolving loans with a sub-limit available for the issuance of letters of credit. As of March 31, 2006, there was $0.0 million drawn and $2.0 million of standby letters of credit outstanding under the working capital facility with approximately $19.1 million of remaining availability thereunder.

Our earnings and cash flows are affected by changes in interest rates applicable to our bank facility. Given our current debt structure and assuming an average level of borrowings from our revolving credit facility at variable rates and a one hundred basis point increase in the average interest rate under these borrowings, it is estimated that our interest expense for the quarter ended March 31, 2006 would have increased by approximately $0.3 million.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Co-Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Company’s Co-Principal Executive Officers and its Principal Financial Officer concluded that the Company’s disclosure controls and procedures as of March 31, 2006 (the end of the period covered by this report) have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes to the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2006 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has been involved in litigation with Frontier-Kemper Constructors, Inc., Flatiron Constructors, Inc. (formerly known as Flatiron Constructors, LLC, and also known as Flatiron Structures LLC), Jointly and Severally with Frontier-Kemper Constructors, Inc. and d/b/a Frontier-Kemper/Flatiron Joint Venture (together, the “EPC Contractor” or ”FKF”), whom the Company engaged to design and construct its mine facility, as well as the EPC Contractor’s bonding companies, Travelers Casualty and Surety Company of America and Liberty Mutual Insurance Company (the ”Bonding Companies”), and Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas (collectively ”Willis”) and Lloyd’s U/W at London, Sponsoring Syndicates (“Lloyd’s), the insurance brokers and underwriters, respectively, of certain liquidated damages insurance purchased to insure the timely completion of the mine facility. On June 30, 2005, the Company, the EPC Contractor and the Bonding Companies reached a settlement agreement with respect to the litigation, pursuant to which the parties agreed to dismiss all claims and counterclaims, subject to limited exceptions, with no findings or admissions of liability by any party. All of the settled claims were dismissed with prejudice. Other terms of the settlement are confidential by agreement of the parties. The settlement did not include the settling parties’ claims against Willis and Lloyd’s, which claims remained pending. On October 18, 2005, the court in which the remaining litigation against Willis and Lloyd’s is pending granted summary judgment to the Company on its claims against Willis for breach of its obligations to the Company as insurance brokers in connection with the above-mentioned liquidated damages insurance. The Company and the EPC Contractor have agreed to a settlement of their claims against Willis and Lloyd’s and negotiated the final terms of the settlement documents. During the quarter ended March 31, 2006, the Company received payment of $2.1 million as final settlement to this litigation. This amount has been included as Other Income in the Statement of Operations for the three and six month period ended March 31, 2006.

In addition, the Company is involved in various routine legal proceedings from time to time. These typically involve commercial claims, personal injury claims, and workers’ compensation claims. While the Company cannot predict the outcome of such proceedings, it does not believe that these proceedings will have a material adverse effect on its business.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors that the Company disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2005.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Nothing to report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Nothing to report.

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

Nothing to report.

ITEM 5. OTHER INFORMATION

Nothing to report.

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ITEM 6. EXHIBITS

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

Exhibit No.	Description of Exhibit
10.1	Amended and Restated Credit Agreement by and among American Rock Salt Company, LLC, the financial institutions from time to time party thereto, and Manufacturers and Traders Trust Company as arranger, as agent, as collateral agent and as issuer of certain letters of credit pursuant thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2006, and incorporated by reference herein).
18.1	Letter from Independent Registered Public Accounting Firm re Change in Accounting Principle (filed as Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated by reference herein)
31.1	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.2	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.3	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.4	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)

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SIGNATURES

The registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 24, 2006

AMERICAN ROCK SALT COMPANY LLC
By:	/s/ Raymond R. Martel
	Raymond R. Martel,
	Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Amended and Restated Credit Agreement by and among American Rock Salt Company, LLC, the financial institutions from time to time party thereto, and Manufacturers and Traders Trust Company as arranger, as agent, as collateral agent and as issuer of certain letters of credit pursuant thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2006, and incorporated by reference herein).
18.1	Letter from Independent Registered Public Accounting Firm re Change in Accounting Principle (filed as Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated by reference herein)
31.1	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.2	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.3	Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
31.4	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)

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