Attached files
| file | filename |
|---|---|
| 8-K - 8-K - RENTECH, INC. | rtk-8k_20160401.htm |
| EX-10.2 - EX-10.2 - RENTECH, INC. | rtk-ex102_8.htm |
| EX-10.3 - EX-10.3 - RENTECH, INC. | rtk-ex103_7.htm |
| EX-10.1 - EX-10.1 - RENTECH, INC. | rtk-ex101_9.htm |
| EX-10.4 - EX-10.4 - RENTECH, INC. | rtk-ex104_6.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On August 9, 2015, Rentech Nitrogen Partners, L.P. (“RNP”), a majority owned subsidiary of Rentech, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which RNP and Rentech Nitrogen GP, LLC (the “General Partner”), the general partner of RNP and a wholly owned subsidiary of the Company, would merge with affiliates of CVR Partners, L.P. (“CVR”), and RNP and the General Partner would cease to be subsidiaries of the Company and would become wholly-owned subsidiaries of CVR (the “Merger”). On April 1, 2016, the parties to the Merger Agreement completed the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding common unit representing a limited partner interest in RNP (each, a “RNP Common Unit”), other than certain RNP Common Units held by affiliates of CVR, was converted into the right to receive (a) 1.04 common units of CVR (“CVR Common Units”) and (b) $2.57 in cash, without interest (collectively, the “Merger Consideration”). In connection with the consummation of the Merger, the Company used a portion of the Merger Consideration proceeds (i) to repurchase and retire all $100 million of its Series E Convertible Preferred Stock (“Preferred Stock”) held by funds managed by or affiliated with GSO Capital Partners LP (the “GSO Funds”) and (ii) to repay approximately $42 million of term loan indebtedness (the “Tranche A Loans”) held by the GSO Funds under the Second Amended and Restated Term Loan Credit Agreement, by and among Rentech Nitrogen Holdings, Inc., a wholly owned subsidiary of the Company, the GSO Funds, as lenders, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
On March 14, 2016, RNP completed the sale of Rentech Nitrogen Pasadena Holdings, LLC (“Pasadena Holdings”) to Pasadena Commodities International, LLC, an affiliate of Interoceanic Corporation. The transaction calls for an initial cash payment to RNP of $5.0 million and a cash working capital adjustment, which is expected to be approximately $6.0 million, after confirmation of the amount within ninety days of the closing of the transaction. The purchase agreement also includes a milestone payment which would be paid to RNP unitholders equal to 50% of the facility’s EBITDA, as defined in the purchase agreement, in excess of $8.0 million cumulatively earned over the next two years. A Current Report on Form 8-K regarding the sale of Pasadena Holdings was filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2016. The Merger and the sale of Pasadena Holdings are collectively referred to as the Dispositions.
The following unaudited pro forma condensed consolidated financial statements have been derived by the application of adjustments to the Company’s historical consolidated financial statements to give effect to the Dispositions. The unaudited pro forma condensed consolidated statements of operations for the three years ended December 31, 2015 are presented as if the Dispositions had occurred as of January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 is presented as if the Dispositions had occurred on December 31, 2015.
The unaudited pro forma condensed consolidated financial statements are being provided for informational purposes only and are not necessarily indicative of the results of operations or financial position that would have resulted if the Dispositions had actually occurred on the dates indicated and are not intended to project the Company’s results of operations or financial position for any future period. The unaudited adjustments are based on estimates, available information, and certain assumptions that the Company believes are reasonable, as described in the accompanying notes. The pro forma adjustments reflect the impact of events directly attributable to the Dispositions and related transaction agreements that are factually supportable, and for purposes of the statements of operations, are expected to have a continuing impact on the Company. The pro forma financial statements do not reflect any assumed proceeds from the milestone payment. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the historical consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 15, 2016.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2015
(Amounts in thousands)
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|||||||||
|
|
Company Historical |
|
|
Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Adjustment to Eliminate RNP, excl. Pasadena Holdings (2) |
|
|
Adjustments |
|
|
Pro Forma |
|
|||||
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
$ |
41,708 |
|
|
$ |
(8,589 |
) |
|
|
— |
|
|
$ |
55,496 |
|
(3) |
$ |
88,615 |
|
|
Accounts receivable, net |
|
11,945 |
|
|
|
(2,450 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,495 |
|
|
Inventories |
|
45,529 |
|
|
|
(21,758 |
) |
|
|
— |
|
|
|
— |
|
|
|
23,771 |
|
|
Prepaid expenses and other current assets |
|
7,296 |
|
|
|
(3,512 |
) |
|
|
— |
|
|
|
— |
|
|
|
3,784 |
|
|
Other receivables, net |
|
3,450 |
|
|
|
(344 |
) |
|
|
— |
|
|
|
— |
|
|
|
3,106 |
|
|
Assets of discontinued operations |
|
27,201 |
|
|
|
— |
|
|
|
(27,095 |
) |
|
|
— |
|
|
|
106 |
|
|
Total current assets |
|
137,129 |
|
|
|
(36,653 |
) |
|
|
(27,095 |
) |
|
|
55,496 |
|
|
|
128,877 |
|
|
Property, plant and equipment, net |
|
242,510 |
|
|
|
(1,810 |
) |
|
|
— |
|
|
|
— |
|
|
|
240,700 |
|
|
Construction in progress |
|
5,134 |
|
|
|
(895 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,239 |
|
|
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
40,255 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,255 |
|
|
Intangible assets |
|
36,084 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,084 |
|
|
Deposits and other assets |
|
4,530 |
|
|
|
(71 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,459 |
|
|
Property held for sale |
|
2,359 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,359 |
|
|
Investment in CVR |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
60,025 |
|
(4) |
|
60,025 |
|
|
Assets of discontinued operations |
|
182,290 |
|
|
|
— |
|
|
|
(180,602 |
) |
|
|
— |
|
|
|
1,688 |
|
|
Total other assets |
|
265,518 |
|
|
|
(71 |
) |
|
|
(180,602 |
) |
|
|
60,025 |
|
|
|
144,870 |
|
|
Total assets |
$ |
650,291 |
|
|
$ |
(39,429 |
) |
|
$ |
(207,697 |
) |
|
$ |
115,521 |
|
|
$ |
518,686 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
17,281 |
|
|
$ |
(5,015 |
) |
|
|
— |
|
|
|
— |
|
|
|
12,266 |
|
|
Accrued payroll and benefits |
|
6,858 |
|
|
|
(1,518 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,340 |
|
|
Accrued liabilities |
|
22,802 |
|
|
|
(4,126 |
) |
|
|
— |
|
|
|
(375 |
) |
(5) |
|
18,301 |
|
|
Deferred revenue |
|
12,187 |
|
|
|
(10,786 |
) |
|
|
— |
|
|
|
— |
|
|
|
1,401 |
|
|
Current portion of long-term debt |
|
18,744 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,744 |
|
|
Accrued interest |
|
337 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
337 |
|
|
Other |
|
2,554 |
|
|
|
(377 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,177 |
|
|
Liabilities of discontinued operations |
|
32,606 |
|
|
|
— |
|
|
|
(31,649 |
) |
|
|
— |
|
|
|
957 |
|
|
Total current liabilities |
|
113,369 |
|
|
|
(21,822 |
) |
|
|
(31,649 |
) |
|
|
(375 |
) |
|
|
59,523 |
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
157,268 |
|
|
|
— |
|
|
|
— |
|
|
|
(40,360 |
) |
(6) |
|
116,908 |
|
|
Earn-out consideration |
|
871 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
871 |
|
|
Asset retirement obligation |
|
4,270 |
|
|
|
(4,047 |
) |
|
|
— |
|
|
|
— |
|
|
|
223 |
|
|
Deferred income taxes |
|
7,301 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,301 |
|
|
Other |
|
3,216 |
|
|
|
(1,541 |
) |
|
|
— |
|
|
|
— |
|
|
|
1,675 |
|
|
Liabilities of discontinued operations |
|
348,576 |
|
|
|
— |
|
|
|
(348,576 |
) |
|
|
— |
|
|
|
— |
|
|
Total long-term liabilities |
|
521,502 |
|
|
|
(5,588 |
) |
|
|
(348,576 |
) |
|
|
(40,360 |
) |
|
|
126,978 |
|
|
Total liabilities |
|
634,871 |
|
|
|
(27,410 |
) |
|
|
(380,225 |
) |
|
|
(40,735 |
) |
|
|
186,501 |
|
|
Mezzanine equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series E convertible preferred stock |
|
95,840 |
|
|
|
— |
|
|
|
— |
|
|
|
(95,840 |
) |
(7) |
|
— |
|
|
Stockholders' equity (deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
230 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
230 |
|
|
Additional paid-in capital |
|
543,724 |
|
|
|
(160,991 |
) |
|
|
— |
|
|
|
— |
|
|
|
382,733 |
|
|
Accumulated deficit |
|
(531,971 |
) |
|
|
153,995 |
|
|
|
102,894 |
|
|
|
252,096 |
|
(8) |
|
(22,986 |
) |
|
Accumulated other comprehensive loss |
|
(27,204 |
) |
|
|
(172 |
) |
|
|
— |
|
|
|
— |
|
|
|
(27,376 |
) |
|
Total Rentech stockholders' equity (deficit) |
|
(15,221 |
) |
|
|
(7,168 |
) |
|
|
102,894 |
|
|
|
252,096 |
|
|
|
332,601 |
|
|
Noncontrolling interests |
|
(65,199 |
) |
|
|
(4,851 |
) |
|
|
69,634 |
|
|
|
— |
|
|
|
(416 |
) |
|
Total equity (deficit) |
|
(80,420 |
) |
|
|
(12,019 |
) |
|
|
172,528 |
|
|
|
252,096 |
|
|
|
332,185 |
|
|
Total liabilities and stockholders' equity (deficit) |
$ |
650,291 |
|
|
$ |
(39,429 |
) |
|
$ |
(207,697 |
) |
|
$ |
115,521 |
|
|
$ |
518,686 |
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2015
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|||||||||
|
|
|
Company Historical |
|
|
Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Adjustment to Eliminate RNP, excl. Pasadena Holdings (2) |
|
|
Adjustments |
|
|
Pro Forma |
|
|||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
222,856 |
|
|
$ |
(137,040 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
85,816 |
|
|
Service revenues |
|
|
70,569 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
70,569 |
|
|
Other revenues |
|
|
2,419 |
|
|
|
(2,347 |
) |
|
|
— |
|
|
|
— |
|
|
|
72 |
|
|
Total revenues |
|
|
295,844 |
|
|
|
(139,387 |
) |
|
|
— |
|
|
|
— |
|
|
|
156,457 |
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
219,318 |
|
|
|
(134,731 |
) |
|
|
— |
|
|
|
— |
|
|
|
84,587 |
|
|
Service |
|
|
53,879 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53,879 |
|
|
Total cost of sales |
|
|
273,197 |
|
|
|
(134,731 |
) |
|
|
— |
|
|
|
— |
|
|
|
138,466 |
|
|
Gross profit |
|
|
22,647 |
|
|
|
(4,656 |
) |
|
|
— |
|
|
|
— |
|
|
|
17,991 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
56,262 |
|
|
|
(3,937 |
) |
|
|
— |
|
|
|
(3,661 |
) |
(3) |
|
48,664 |
|
|
Depreciation and amortization |
|
|
5,930 |
|
|
|
(755 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,175 |
|
|
Asset impairment |
|
|
171,878 |
|
|
|
(160,622 |
) |
|
|
— |
|
|
|
— |
|
|
|
11,256 |
|
|
Other expense, net |
|
|
3,395 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,395 |
|
|
Total operating expenses |
|
|
237,465 |
|
|
|
(165,314 |
) |
|
|
— |
|
|
|
(3,661 |
) |
|
|
68,490 |
|
|
Operating loss |
|
|
(214,818 |
) |
|
|
160,658 |
|
|
|
— |
|
|
|
3,661 |
|
|
|
(50,499 |
) |
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(10,746 |
) |
|
|
— |
|
|
|
— |
|
|
|
3,351 |
|
(4) |
|
(7,395 |
) |
|
Gain on fair value adjustment to earn-out consideration |
|
|
230 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
230 |
|
|
Other income, net |
|
|
2,372 |
|
|
|
(1,425 |
) |
|
|
— |
|
|
|
— |
|
|
|
947 |
|
|
Total other expenses, net |
|
|
(8,144 |
) |
|
|
(1,425 |
) |
|
|
— |
|
|
|
3,351 |
|
|
|
(6,218 |
) |
|
Loss from continuing operations before income taxes and equity in loss of investee |
|
|
(222,962 |
) |
|
|
159,233 |
|
|
|
— |
|
|
|
7,012 |
|
|
|
(56,717 |
) |
|
Income tax benefit |
|
|
(12,417 |
) |
|
|
(45 |
) |
|
|
— |
|
|
|
— |
|
|
|
(12,462 |
) |
|
Loss from continuing operations before equity in loss of investee |
|
|
(210,545 |
) |
|
|
159,278 |
|
|
|
— |
|
|
|
7,012 |
|
|
|
(44,255 |
) |
|
Equity in (income) loss of investee |
|
|
473 |
|
|
|
— |
|
|
|
— |
|
|
|
(7,545 |
) |
(5) |
|
(7,072 |
) |
|
Loss from continuing operations |
|
|
(211,018 |
) |
|
|
159,278 |
|
|
|
— |
|
|
|
14,557 |
|
|
|
(37,183 |
) |
|
Income from discontinued operations, net of tax |
|
|
57,987 |
|
|
|
— |
|
|
|
(57,715 |
) |
|
|
— |
|
|
|
272 |
|
|
Net income (loss) |
|
|
(153,031 |
) |
|
|
159,278 |
|
|
|
(57,715 |
) |
|
|
14,557 |
|
|
|
(36,911 |
) |
|
Net (income) loss attributable to noncontrolling interests |
|
|
38,422 |
|
|
|
(64,285 |
) |
|
|
25,633 |
|
|
|
— |
|
|
|
(230 |
) |
|
Preferred stock dividends |
|
|
(5,280 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,280 |
|
(6) |
|
— |
|
|
Net loss attributable to Rentech common shareholders |
|
$ |
(119,889 |
) |
|
$ |
94,993 |
|
|
$ |
(32,082 |
) |
|
$ |
19,837 |
|
|
$ |
(37,141 |
) |
|
Net loss per common share allocated to Rentech common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(6.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1.63 |
) |
|
Net loss |
|
$ |
(5.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1.62 |
) |
|
Weighted-average shares used to compute loss per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
22,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,981 |
|
RENTECH, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2014
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|||||||||
|
|
|
Company Historical |
|
|
Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Adjustment to Eliminate RNP, excl. Pasadena Holdings (2) |
|
|
Adjustments |
|
|
Pro Forma |
|
|||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
196,802 |
|
|
$ |
(136,171 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
60,631 |
|
|
Service revenues |
|
|
70,317 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
70,317 |
|
|
Other revenues |
|
|
2,062 |
|
|
|
(2,062 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total revenues |
|
|
269,181 |
|
|
|
(138,233 |
) |
|
|
— |
|
|
|
— |
|
|
|
130,948 |
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
206,849 |
|
|
|
(152,541 |
) |
|
|
— |
|
|
|
— |
|
|
|
54,308 |
|
|
Service |
|
|
57,443 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57,443 |
|
|
Total cost of sales |
|
|
264,292 |
|
|
|
(152,541 |
) |
|
|
— |
|
|
|
— |
|
|
|
111,751 |
|
|
Gross profit |
|
|
4,889 |
|
|
|
14,308 |
|
|
|
— |
|
|
|
— |
|
|
|
19,197 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
61,718 |
|
|
|
(5,078 |
) |
|
|
— |
|
|
|
(4,723 |
) |
(3) |
|
51,917 |
|
|
Depreciation and amortization |
|
|
4,202 |
|
|
|
(1,315 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,887 |
|
|
Pasadena goodwill impairment |
|
|
27,202 |
|
|
|
(27,202 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Other income, net |
|
|
(293 |
) |
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(298 |
) |
|
Total operating expenses |
|
|
92,829 |
|
|
|
(33,600 |
) |
|
|
— |
|
|
|
(4,723 |
) |
|
|
54,506 |
|
|
Operating loss |
|
|
(87,940 |
) |
|
|
47,908 |
|
|
|
— |
|
|
|
4,723 |
|
|
|
(35,309 |
) |
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(3,277 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,704 |
|
(4) |
|
(573 |
) |
|
Loss on debt extinguishment |
|
|
(850 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(850 |
) |
|
Gain on fair value adjustment to earn-out consideration |
|
|
(1,033 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,033 |
) |
|
Other income, net |
|
|
618 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
618 |
|
|
Total other expenses, net |
|
|
(4,542 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,704 |
|
|
|
(1,838 |
) |
|
Loss from continuing operations before income taxes and equity in loss of investee |
|
|
(92,482 |
) |
|
|
47,908 |
|
|
|
— |
|
|
|
7,427 |
|
|
|
(37,147 |
) |
|
Income tax benefit |
|
|
(12,316 |
) |
|
|
(18 |
) |
|
|
— |
|
|
|
— |
|
|
|
(12,334 |
) |
|
Loss from continuing operations before equity in loss of investee |
|
|
(80,166 |
) |
|
|
47,926 |
|
|
|
— |
|
|
|
7,427 |
|
|
|
(24,813 |
) |
|
Equity in (income) loss of investee |
|
|
393 |
|
|
|
— |
|
|
|
— |
|
|
|
(7,582 |
) |
(5) |
|
(7,189 |
) |
|
Loss from continuing operations |
|
|
(80,559 |
) |
|
|
47,926 |
|
|
|
— |
|
|
|
15,009 |
|
|
|
(17,624 |
) |
|
Income from discontinued operations, net of tax |
|
|
48,055 |
|
|
|
— |
|
|
|
(44,199 |
) |
|
|
— |
|
|
|
3,856 |
|
|
Net income (loss) |
|
|
(32,504 |
) |
|
|
47,926 |
|
|
|
(44,199 |
) |
|
|
15,009 |
|
|
|
(13,768 |
) |
|
Net (income) loss attributable to noncontrolling interests |
|
|
494 |
|
|
|
(19,290 |
) |
|
|
18,864 |
|
|
|
— |
|
|
|
68 |
|
|
Preferred stock dividends |
|
|
(3,840 |
) |
|
|
— |
|
|
|
— |
|
|
|
3,840 |
|
(6) |
|
— |
|
|
Net loss attributable to Rentech common shareholders |
|
$ |
(35,850 |
) |
|
$ |
28,636 |
|
|
$ |
(25,335 |
) |
|
$ |
18,849 |
|
|
$ |
(13,700 |
) |
|
Net loss per common share allocated to Rentech common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(2.71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.77 |
) |
|
Net loss |
|
$ |
(1.57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.60 |
) |
|
Weighted-average shares used to compute loss per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
22,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,856 |
|
RENTECH, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2013
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|||||||||
|
|
|
Company Historical |
|
|
Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Adjustment to Eliminate RNP, excl. Pasadena Holdings (2) |
|
|
Adjustments |
|
|
Pro Forma |
|
|||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
141,262 |
|
|
$ |
(131,170 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
10,092 |
|
|
Service revenues |
|
|
48,192 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,192 |
|
|
Other revenues |
|
|
2,505 |
|
|
|
(2,505 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total revenues |
|
|
191,959 |
|
|
|
(133,675 |
) |
|
|
— |
|
|
|
— |
|
|
|
58,284 |
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
152,864 |
|
|
|
(143,204 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,660 |
|
|
Service |
|
|
36,592 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,592 |
|
|
Total cost of sales |
|
|
189,456 |
|
|
|
(143,204 |
) |
|
|
— |
|
|
|
— |
|
|
|
46,252 |
|
|
Gross profit |
|
|
2,503 |
|
|
|
9,529 |
|
|
|
— |
|
|
|
— |
|
|
|
12,032 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
46,529 |
|
|
|
(4,764 |
) |
|
|
— |
|
|
|
(4,772 |
) |
(3) |
|
36,993 |
|
|
Depreciation and amortization |
|
|
2,800 |
|
|
|
(3,886 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,086 |
) |
|
Goodwill impairment |
|
|
30,029 |
|
|
|
(30,029 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Loss on sale of Pasadena Holdings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
148,157 |
|
(7) |
|
148,157 |
|
|
Gain on sale of RNP, excluding Pasadena Holdings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(329,454 |
) |
(8) |
|
(329,454 |
) |
|
Other expense, net |
|
|
71 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
71 |
|
|
Total operating expenses |
|
|
79,429 |
|
|
|
(38,679 |
) |
|
|
— |
|
|
|
(186,069 |
) |
|
|
(145,319 |
) |
|
Operating income (loss) |
|
|
(76,926 |
) |
|
|
48,208 |
|
|
|
— |
|
|
|
186,069 |
|
|
|
157,351 |
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(2,295 |
) |
|
|
— |
|
|
|
— |
|
|
|
557 |
|
(4) |
|
(1,738 |
) |
|
Gain on fair value adjustment to earn-out consideration |
|
|
5,122 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,122 |
|
|
Other expense, net |
|
|
(271 |
) |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
(262 |
) |
|
Total other expenses, net |
|
|
2,556 |
|
|
|
9 |
|
|
|
— |
|
|
|
557 |
|
|
|
3,122 |
|
|
Income (loss) from continuing operations before income taxes and equity in loss of investee |
|
|
(74,370 |
) |
|
|
48,217 |
|
|
|
— |
|
|
|
186,626 |
|
|
|
160,473 |
|
|
Income tax (benefit) expense |
|
|
(35,758 |
) |
|
|
(141 |
) |
|
|
— |
|
|
|
20,000 |
|
(9) |
|
(15,899 |
) |
|
Income (loss) from continuing operations before equity in loss of investee |
|
|
(38,612 |
) |
|
|
48,358 |
|
|
|
— |
|
|
|
166,626 |
|
|
|
176,372 |
|
|
Equity in (income) loss of investee |
|
|
242 |
|
|
|
— |
|
|
|
— |
|
|
|
(10,194 |
) |
(5) |
|
(9,952 |
) |
|
Income (loss) from continuing operations |
|
|
(38,854 |
) |
|
|
48,358 |
|
|
|
— |
|
|
|
176,820 |
|
|
|
186,324 |
|
|
Income from discontinued operations, net of tax |
|
|
38,892 |
|
|
|
— |
|
|
|
(43,189 |
) |
|
|
— |
|
|
|
(4,297 |
) |
|
Net income (loss) |
|
|
38 |
|
|
|
48,358 |
|
|
|
(43,189 |
) |
|
|
176,820 |
|
|
|
182,027 |
|
|
Net (income) loss attributable to noncontrolling interests |
|
|
(1,570 |
) |
|
|
(19,416 |
) |
|
|
21,045 |
|
|
|
(72,626 |
) |
(10) |
|
(72,567 |
) |
|
Net income (loss) attributable to Rentech common shareholders |
|
$ |
(1,532 |
) |
|
$ |
28,942 |
|
|
$ |
(22,144 |
) |
|
$ |
104,194 |
|
|
$ |
109,460 |
|
|
Net income (loss) per common share allocated to Rentech common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.89 |
|
|
Net income (loss) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.71 |
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.74 |
|
|
Net income (loss) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.56 |
|
|
Weighted-average shares used to compute income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
22,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,614 |
|
|
Diluted: |
|
|
22,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,370 |
|
RENTECH, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements give effect to the Merger and the sale of Pasadena Holdings’ related assets and liabilities. The unaudited pro forma condensed consolidated statements of operations for the three years ended December 31, 2015 are presented as if the sale occurred on January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 is presented as if the sale occurred on that date.
Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet
|
(1) |
Reflects the deconsolidation of Pasadena Holdings’ assets and liabilities as if the disposition occurred on December 31, 2015. All amounts are derived from the Company’s historical consolidated financial statements. |
|
(2) |
Reflects the deconsolidation of RNP’s assets and liabilities as if the disposition occurred on December 31, 2015. All amounts are derived from the Company’s historical consolidated financial statements. |
|
(3) |
Reflects the following adjustments to cash: |
|
|
(a) |
Reflects the Company’s estimated 60% share of the distributions of net proceeds to RNP unitholders, which is comprised of an initial cash payment of $5.0 million, less transaction costs of $0.7 million, plus a working capital payment of $6.0 million. The working capital payment will be based off actual working capital as of March 14, 2016 pursuant to the purchase agreement for the sale of Pasadena Holdings, but for purposes of the pro forma balance sheet the adjustment has been applied to working capital as of December 31, 2015. |
|
|
(b) |
Reflects the Company’s cash consideration from the Merger, which is calculated by multiplying $2.57 per unit times 23,250,000, the number of RNP Common Units held by the Company at the time of the Merger. |
|
|
(d) |
Reflects payment of accrued dividends to the GSO Funds on the Preferred Stock required upon repurchase of the Preferred Stock. |
|
(4) |
Reflects the following adjustments to investment in CVR: |
|
|
(a) |
Reflects the fair value of the approximately 24.2 million CVR Common Units received by the Company, which is based on the closing price for CVR Common Units on March 31, 2016 of $8.36 per unit. The Company received 1.04 CVR Common Units for each RNP Common Unit held by the Company at the closing of the Merger. |
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(b) |
Reflects the fair value of the approximately 11.6 million CVR Common Units paid to the GSO Funds to repurchase the Preferred Stock, which is based on the closing price for CVR Common Units on March 31, 2016 of $8.36 per unit. |
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(c) |
Reflects the fair value of the approximately 5.4 million CVR Common Units paid to the GSO Funds to pay down the Tranche A Loans, which is based on the closing price for CVR Common Units on March 31, 2016 of $8.36 per unit. |
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(5) |
Reflects elimination of accrued dividends on Preferred Stock, which were repurchased and cancelled in connection with the Merger. |
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(6) |
Reflects the following adjustments to debt: |
|
Debt payment to the GSO Funds (a) |
$(41,750) |
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Proportional write-off of discount and debt issuance costs for Tranche A Loans (b) |
1,390 |
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Total adjustments |
$(40,360) |
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(a) |
Reflects the debt payment for the Tranche A Loans, which reduced the outstanding principal balance of Tranche A Loans from $50.0 million to approximately $8.2 million. |
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(b) |
Reflects the proportional write-off of discount and debt issuance costs related to the Tranche A Loans. |
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(7) |
Reflects the repurchase of the Preferred Stock, which was exchanged for CVR Common Units we received in the Merger and a cash payment of $10.0 million. |
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(8) |
Reflects the following adjustments to accumulated deficit: |
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Estimated proceeds from the sale of Pasadena Holdings (a) |
$6,118 |
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Cash consideration from the Merger (b) |
59,753 |
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CVR Common Units consideration from the Merger (c) |
202,145 |
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Loss from payoff of Preferred Stock (d) |
(11,244) |
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Loss from pay-down of Tranche A Loans (e) |
(3,286) |
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Proportional write-off of discount and debt issuance costs for Tranche A Loans (f) |
(1,390) |
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Total adjustments |
$252,096 |
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(a) |
Reflects the Company’s estimated 60% share of the distributions of net proceeds to RNP unitholders, which is comprised of an initial cash payment of $5.0 million, less transaction costs of $0.7 million, plus a working capital payment of $6.0 million. The working capital payment will be based off actual working capital as of March 14, 2016 pursuant to the purchase agreement, but for purposes of the pro forma balance sheet the adjustment has been applied to working capital as of December 31, 2015. |
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(b) |
Reflects the Company’s cash consideration from the Merger, which is calculated by multiplying $2.57 per unit times 23,250,000, the number of RNP Common Units held by the Company at the time of the Merger. |
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(c) |
Reflects the fair value of the approximately 24.2 million CVR Common Units received by the Company, which is based on the closing price for CVR Common Units on March 31, 2016 of $8.36 per unit. The Company received 1.04 CVR Common Units for each RNP Common Unit held by the Company at the closing of the Merger. |
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(d) |
Reflects loss from payoff of Preferred Stock in connection with the Merger. |
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(e) |
Reflects loss from pay-down of Tranche A Loans in connection with the Merger. |
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(f) |
Reflects the proportional write-off of discount and debt issuance costs related to the Tranche A Loans repaid in connection with the Merger. |
Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations
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(1) |
Reflects the deconsolidation of Pasadena Holdings’ results of operations as if the disposition occurred on January 1, 2013. All amounts are derived from the Company’s historical consolidated financial statements. |
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(2) |
Reflects the deconsolidation of RNP’s results of operations as if the disposition occurred on January 1, 2013. All amounts are derived from the Company’s historical consolidated financial statements. |
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(3) |
Reflects the elimination of costs that the Company will not incur now that Pasadena Holdings and RNP have been sold. These costs include partnership level expenses such as professional fees, board costs, equity-based compensation and executive compensation that are not expected to continue on an on-going basis. |
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(4) |
Reflects the elimination of interest expense and amortization of discount and debt issuance costs related to the $41.8 million of Tranche A Loans paid off in connection with the Merger. |
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(5) |
Reflects the Company’s 6.3% share of CVR’s income for the year, including RNP, excluding Pasadena Holdings. The Company’s investment in CVR will be accounted for under the equity method of accounting. |
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(6) |
Reflects the elimination of dividends on the Preferred Stock, which were repurchased and cancelled in connection with the Merger. |
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(7) |
Reflects loss on sale of Pasadena Holdings, which is comprised of $11.0 million of gross proceeds, less $0.7 million of estimated transaction costs, compared to Pasadena Holdings’ net book value of $158.5 million as of January 1, 2013. |
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(8) |
Reflects gain on sale of RNP, which is comprised of $100.7 million of cash proceeds and CVR Common Units valued at $340.6 million, based on the closing price on March 31, 2016 of $8.36 per unit, compared to RNP’s, excluding Pasadena Holdings, net book value of $111.9 million as of January 1, 2013. |
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(9) |
Reflects estimated tax expense related to the Dispositions and the transactions with the GSO Funds at the statutory tax rate after utilizing net operating tax losses. |
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(10) |
Reflects the following adjustments to net (income) loss attributable to noncontrolling interests: |
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Loss on sale of Pasadena Holdings (a) |
$59,485 |
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Gain on sale of RNP, excluding Pasadena Holdings (b) |
(132,111) |
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Total adjustments |
$(72,626) |
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(a) |
Reflects the allocation of loss on sale of Pasadena Holdings to the noncontrolling interests. |
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(b) |
Reflects the allocation of gain on sale of RNP, excluding Pasadena Holdings, to the noncontrolling interests. |