Excluded from the consolidated statements of cash flows were the effects of certain non-cash investing and financing activities as follows:
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 — Basis of Presentation
The accompanying unaudited consolidated financial statements of Rentech, Inc. (“Rentech”) and its consolidated subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Neither authority requires all of the information and footnotes required by GAAP for complete financial statements. Accordingly, the accompanying financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position as of September 30, 2017, and the results of operations and cash flows for the periods presented. The accompanying consolidated financial statements include the accounts of Rentech, its wholly owned subsidiaries and all subsidiaries in which Rentech directly or indirectly owns a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other reporting period. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2017 (the “Annual Report”).
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Liquidity & Going Concern
We have a history of operating losses and an accumulated deficit of $474.2 million as of September 30, 2017. We believe we have sufficient liquidity from cash on hand, expected working capital and other expected sources to fund operations and corporate activities through calendar year 2017, but we may have costs associated with pursuing strategic alternatives with respect to Rentech, Inc. and its operating businesses, maintaining the wood pellet production facility located in Wawa, Ontario (the “Wawa Facility”) in an idle state and other events that could arise which could increase our liquidity needs and may impact our ability to meet minimum liquidity covenants as described below. We believe that we will need additional liquidity to fund corporate activities in 2018. As a result of the above, there exists substantial doubt about our ability to continue as a going concern for one year from the date of the issuance of our financial statements for the three and nine months ended September 30, 2017. Management’s plans to address these concerns are discussed below.
We are attempting to address our liquidity needs through a combination of cost reductions within our businesses and pursuing strategic alternatives. In February 2017, we announced the idling of the Wawa Facility to conserve liquidity as we explore strategic alternatives for the facility. We also announced our plan to address potential liquidity needs by considering strategic alternatives for the Company as a whole that may include, but are not limited to, a sale of us, a merger or other business combination, a sale of all or a material portion of our assets, sales of separate business units and assets owned by the Company, restructuring or a recapitalization. While we cannot guarantee any outcome to the strategic alternatives process, we believe that sales of our individual business units are more likely outcomes to the process rather than a sale of the Company as a whole. The Company’s pursuit of sales of its individual businesses in its review of strategic alternatives resulted in goodwill impairments in its financial statements, and may result in future goodwill or asset impairments. See Note 9
— Goodwill.
We have retained Wells Fargo Securities, LLC and RPA Advisors, LLC to assist in the strategic alternatives review process.
On October 6, 2017 the Board of Directors (the
“Board”
) of the
Company
made a determination to delist the Company’s shares of common stock from the Nasdaq Capital Market and transfer the listing of such shares to the OTCQB Market. The delisting of the shares of common stock from the Nasdaq Capital Market could impair the liquidity and market price of the shares. Additionally, the delisting of the shares of common stock from a national exchange could materially adversely affect the Company
’
s access to capital markets, and any limitation on market liquidity or reduction in the price of the shares as a result of that delisting could adversely affect the Company
’
s ability to raise capital on terms acceptable to the Company, or at all. See Note 15 – Subsequent Events.
9
We expect our
New England Wood Pellet,
LLC (“
NEWP”)
and
Fulghum
Fibres, Inc. (“Fulghum”)
businesses to continue to generate positive cash flow and be self-sufficient from a liquidity perspective; however, there can be no assurance that either business will perform in line with our expectations
. We expect the
wood pellet production facility located in Atikokan, Ontario
(the “Atikokan Facility”)
to generate cash flow in the range of break-even to slightly positive under the revised operating plan to produce 45,000 metric tons of wood pellets per
year.
NEWP extend
ed
its $6 million revolving credit facility this quarter, but we expect that it will need to renew such facility in May 2018 to address seasonal working capital needs and there can be no assurance the revolving credit facility will be rene
wed on acceptable terms. NEWP received a waiver from TD Bank for a failure to meet two of its financial covenants for the twelve months ended September 30, 2017. We expect that NEWP will need similar waivers during the next two quarters.
In the event we ar
e unable to obtain the waivers from NEWP’s lender, the lender could exercise remedies against NEWP under the loan documents, including accelerating the debt so that it becomes due on demand. A default of the NEWP indebtedness would trigger a cross default
of other indebtedness of the Company.
In August 2017, Fulghum was notified by a customer of the exercise of its purchase option for six of Fulghum’s chip mills. Sales of four of the mills were consummated in September 2017, and sales of the remaining two mills closed in October 2017. At each closing, Fulghum simultaneously entered into new operating agreements to continue to provide wood processing services for the mills on terms similar to operating agreements at other Fulghum mills. In connection with the sale of these mills, the Company received cash payments of $4.0 million in September 2017 and $1.3 million in October 2017.
The net sales proceeds were paid to GSO Capital Partners LP as a prepayment of the
credit agreement we have entered into with certain funds managed by or affiliated with GSO Capital Partners LP (the “GSO Credit Agreement”) in November 2017
.
Additionally, on May 5, 2017, pursuant to purchase option exercises by a different customer, Fulghum consummated the sale of the two chip mills resulting in net proceeds of $5.1 million that was paid by Fulghum to Rentech and ultimately used to repay debt under the GSO Credit Agreement.
Our subsidiaries can distribute cash to us, although restrictions in our debt agreements may restrict such distributions. Under the NEWP credit facility, NEWP must receive the lender’s prior approval before making any cash distributions to Rentech, and the lender may not provide such approval. NEWP is also required to comply with financial performance covenants in its debt agreements. These covenants include maintaining: (i) a minimum debt service coverage ratio of at least 1.4 to 1.0 on a trailing four quarter basis, (ii) a senior debt coverage ratio of less than 3.0 to 1.0 on a trailing four quarter basis and (iii) a fixed charge coverage ratio of at least 1.2 to 1.0 calculated at the end of each calendar year. As of September 30, 2017, NEWP obtained a waiver from its lender as it was not in compliance with the minimum debt service coverage ratio and the maximum senior debt coverage ratio due to lower sales volumes and additional costs relating to scaling back production at the facilities. We expect NEWP to require similar waivers over the next two quarters, and their inability to obtain such waivers could trigger remedies against NEWP and a cross default of other indebtedness of the Company.
Fulghum is also required to comply with the financial performance covenants in its debt agreements. These covenants include maintaining (i) a minimum cash flow coverage ratio of at least 1.1 to 1.0, measured on a consolidated basis for Fulghum and its domestic subsidiaries and collectively for selected projects and (ii) a minimum tangible net worth of no less than $11.28 million plus 50% of the net income of Fulghum from and after December 31, 2010. As of September 30, 2017, Fulghum was in compliance with its financial covenants. In the event that Fulghum does not comply with these covenants, the lenders thereunder could seek remedies against Fulghum and the debt agreements would not permit it to make cash distributions to Rentech. In the event that NEWP or Fulghum is not permitted to make cash distributions to Rentech, these restrictions would limit Rentech’s ability to access and use cash from its operating subsidiaries to fund its corporate activities and operations. Under the GSO Credit Agreement, Rentech is required to maintain at least $5 million of cash on hand, including cash available for distribution from our subsidiaries. Further, a failure by NEWP or Fulghum to remain compliant with its debt agreements could cause a cross default under the GSO Credit Agreement.
On November 8, 2017, the Company obtained a waiver of default from GSO Capital Partners LP for the Company’s failure to comply with a covenant in the GSO Credit Agreement and ancillary agreements requiring the Company and its Subsidiaries to pay its material obligations unless such obligations are being contested and adequate reserves are being maintained. As disclosed herein, the Company and its Canadian subsidiaries have not made certain payments, so as a result GSO Capital Partners LP has provided us with a waiver of compliance from this covenant.
In the event
we were unable to obtain waivers from GSO Capital Partners LP for defaults under the GSO Credit Agreement or other related agreements that may be asserted in the future
, it could exercise remedies against the Company under the loan documents,
including accelerating the debt so that it becomes due on demand. A default of the Company’s indebtedness could trigger a cross default of other indebtedness of the Company, which would most likely have a material adverse effect on our financial condition and ability to continue as a going concern.
There is no assurance that the strategic alternatives process will result in a transaction for Rentech or any of its businesses, that we will achieve the cost savings we expect, that an event resulting in the acceleration of our indebtedness or otherwise requiring additional liquidity will not occur or that we will not require an additional source of funds. If we are unable to adequately address liquidity concerns, we likely will not be able to remain in compliance with the covenants in the GSO Credit Agreement, which would result in an event of default thereunder. If there is a default and an acceleration of indebtedness under the GSO Credit Agreement, we
10
will not have sufficient liquidity to repay all of outstanding indebtedness. As a result, absent an improvement in our liquidity, we likely will need to see
k bankruptcy protection to continue our efforts towards selling the Company or its business units.
Note 2 — Recent Accounting Pronouncements
Accounting Pronouncements
Adopted
In July 2015, the FASB issued guidance that replaces the current lower of cost or market method of measurement for inventory with a lower of cost and net realizable value measurement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations and disclosures.
In March 2016, the FASB issued guidance on how to assess whether contingent call (put) options that accelerate the payment on debt instruments are clearly and closely related to their debt hosts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations and disclosures.
In March 2016, the FASB issued guidance on stock-based compensation, which modifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards, and classification on the statements of cash flows. This guidance will require recognizing excess tax benefits and deficiencies (that result from an increase or decrease in the value of an award from grant date to the vesting date or exercise date) on share-based compensation arrangements in the tax provision, instead of in equity as under the current guidance. In addition, these amounts will be classified as an operating activity in the statement of cash flows, instead of as a financing activity. The Company does not have any material unrecorded excess tax benefits. In addition, cash paid for shares withheld to satisfy employee taxes will be classified as a financing activity, instead of as an operating activity. Cash paid for employee taxes was $2,300 and $30,900 for the nine months ended September 30, 2017 and 2016, respectively. The Company adopted the new guidance in the first quarter of 2017 as follows:
|
•
|
Regarding excess tax benefits and deficiencies, the guidance required prospective adoption for the statement of income and allowed for either prospective or retrospective adoption for the statement of cash flows. The Company elected to prospectively adopt the effect to the statement of cash flows.
|
|
•
|
Cash paid for shares withheld to satisfy employee taxes of $30,900 for the nine months ended September 30, 2016 was classified as a use in financing activities in the Consolidated Statements of Cash Flows. The guidance required retrospective adoption; accordingly, a $30,900 use was reclassified from an operating activity to a financing activity in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2016.
|
In January 2017, the FASB issued guidance that eliminates the requirement to determine implied goodwill in measuring an impairment loss, making this guidance preferable to the former guidance, which required a two-step goodwill impairment test. Upon adoption, a goodwill impairment will be measured as the excess of the reporting unit’s carrying value over fair value, limited to the amount of goodwill. This guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. As early adoption of the guidance is permitted, the Company implemented the guidance in its Form 10-Q for the quarterly period ended March 31, 2017. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations and disclosures.
Accounting Pronouncements
Issued
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance that will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB approved a one-year deferral of the effective date making the guidance effective for interim and annual reporting periods beginning after December 15, 2017. The Company currently expects to adopt the guidance as of January 1, 2018, under the modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company’s evaluation of the guidance is ongoing and not complete. The FASB has issued and may issue in the future, interpretative guidance, which may cause our evaluation to change. The Company is evaluating the provisions of this guidance and the potential impact, if any, on its consolidated financial position, results of operations and disclosures. To date, the Company has not identified any material differences in its existing revenue recognition methods that would require modification under the new guidance.
11
In
February 2016, the FASB issued an update to its guidance on lease accounting. This update
revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The dis
tinction between finance and operating leases has not significantly changed and the update does not significantly change the effect of finance and operating leases on the statement of operations. The new guidance is effective for the first interim and annu
al periods beginning after December 15, 2018, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently assessing the impact of adoption of this standard on its consolidated fi
nancial statements.
In August 2016, the FASB issued guidance on eight specific cash flow issues. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is evaluating the provisions of this guidance and the potential impact, if any, on its consolidated financial position, results of operations and disclosure.
In October 2016, the FASB issued guidance that requires the income tax consequences of an intra-entity transfer of an asset other than inventory to be recognized when the transfer occurs instead of when the asset is sold to an outside party. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The guidance is required to be adopted retrospectively by recording a cumulative-effect adjustment to retained earnings as of the beginning of the adoption period. The Company is evaluating the provisions of this guidance and the potential impact, if any, on its consolidated financial position, results of operations and disclosure.
In May 2017, the FASB issued guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is evaluating the provisions of this guidance and the potential impact, if any, on its consolidated financial position, results of operations and disclosure.
Note 3 — Investment in CVR
The Company owns approximately 7.2 million common units of CVR Partners, L.P. (“CVR”) (“CVR Common Units”). The 7.2 million CVR Common Units were valued at $60.1 million, based on CVR’s closing price of $8.36 per Common Unit as of March 31, 2016. The 7.2 million CVR Common Units had a market value of $23.2 million, based on CVR’s closing price of $3.23 per Common Unit as of September 30, 2017. The investment in CVR is shown on the consolidated balance sheets under equity investment.
The investment in CVR is accounted for under the equity method of accounting. The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses 3% to 5% or more ownership of a limited partnership. The Company’s ownership in CVR represents approximately 6% of the total CVR Common Units outstanding, which is based on total CVR Common Units outstanding at September 30, 2017 of 113,282,973.
In applying the equity method, the Company recorded the investment at fair value and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses and other comprehensive income of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The investment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment charge would only be recognized in earnings for a decline in value that is determined to be other than temporary.
As of June 30, 2017, the Company concluded that the decline in value of the CVR Common Units was other than temporary from an accounting perspective and therefore an impairment to the investment was required. Therefore, as of June 30, 2017, the Company recorded an impairment to the investment of $26.7 million. As of September 30, 2017, since the carrying value and fair value of the Company’s investment in CVR Common Units were $23.1 million and $23.2 million, respectively, no impairment issues exist.
For the three and nine months ended September 30, 2017, the Company recorded its proportionate share of loss from its investment in CVR of $ 2.0 million and $2.9 million, respectively. In addition, as of the date of the Company’s investment in CVR, basis differences between the book value of equity on CVR’s balance sheet and the amount recorded on the Company’s books was ascribed to an asset and amortized over its useful life, which resulted in an additional expense of $0.5 million for the nine months ended September 30, 2017. The total of the impairment, the proportionate share of loss and the basis difference amortization is shown on the consolidated statement of operations under equity in loss of investee.
12
Note 4 — Discontinued Operations
The Company has classified its consolidated balance sheets and consolidated statements of operations for all periods presented in this report to reflect Rentech Nitrogen Partners, L.P. (“RNP”), excluding certain corporate expenses that the Company expects to continue on an on-going basis, which were previously allocated to RNP, and the Energy Technologies segment as discontinued operations.
On March 14, 2016, RNP completed the sale of Rentech Nitrogen Pasadena Holdings, LLC to Interoceanic Corporation. The loss on sale of $1.2 million was recorded in discontinued operations for the nine months ended September 30, 2016. On March 18, 2016, the Company completed the sale of the property that housed its product demonstration unit in Colorado. The gain recorded for the nine months ended September 30, 2016 was $0.8 million . On April 1, 2016, RNP completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of August 9, 2015 (the “Merger Agreement”) under which RNP and Rentech Nitrogen GP, LLC (the “General Partner”) merged with affiliates of CVR Partners, L.P. (“CVR”), and RNP ceased to be a publicly traded company and became a wholly-owned subsidiary of CVR (the “Merger”). The Company’s share of book gain on sale of RNP was $358.6 million, which is recorded in discontinued operations for the nine months ended September 30, 2016.
In the consolidated statements of cash flows, the cash flows of discontinued operations are separately classified or aggregated under operating and investing activities.
All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted.
At December 31, 2016, the only item relating to discontinued operations on the balance sheet was a current liability for the Energy Technologies segment of $0.1 million, which was written off during the nine months ended September 30, 2017, and is recorded in income from discontinued operations, net of tax on the consolidated statements of operations.
The following tables summarize the results of discontinued operations for the three and nine months ended September 30, 2016.
|
|
For the Three Months Ended
September 30, 2016
|
|
|
|
RNP
|
|
|
Energy
Technologies
|
|
|
Total
|
|
|
|
(in thousands)
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Operating loss, excluding gain (loss) on sale
|
|
|
—
|
|
|
|
(225
|
)
|
|
|
(225
|
)
|
Gain (loss) on sale
|
|
|
(165
|
)
|
|
|
1,331
|
|
|
|
1,166
|
|
Other income, net
|
|
|
—
|
|
|
|
2,400
|
|
|
|
2,400
|
|
Income (loss) before income taxes
|
|
|
(165
|
)
|
|
|
3,506
|
|
|
|
3,341
|
|
Income tax expense
|
|
|
360
|
|
|
|
1,315
|
|
|
|
1,675
|
|
Net income (loss)
|
|
|
(525
|
)
|
|
|
2,191
|
|
|
|
1,666
|
|
Net loss attributable to noncontrolling interests
|
|
|
(174
|
)
|
|
|
—
|
|
|
|
(174
|
)
|
Net income (loss) attributable to Rentech common shareholders
|
|
$
|
(351
|
)
|
|
$
|
2,191
|
|
|
$
|
1,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Rentech common shareholders
|
|
$
|
(351
|
)
|
|
$
|
2,191
|
|
|
$
|
1,840
|
|
Net loss attributable to noncontrolling interests
|
|
|
(174
|
)
|
|
|
—
|
|
|
|
(174
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
(525
|
)
|
|
$
|
2,191
|
|
|
$
|
1,666
|
|
13
|
|
For the Nine Months Ended
September
30, 2016
|
|
|
|
RNP
|
|
|
Energy
Technologies
|
|
|
Total
|
|
|
|
(in thousands)
|
|
Revenues
|
|
$
|
54,347
|
|
|
$
|
—
|
|
|
$
|
54,347
|
|
Cost of sales
|
|
|
34,696
|
|
|
|
—
|
|
|
|
34,696
|
|
Gross profit
|
|
|
19,651
|
|
|
|
—
|
|
|
|
19,651
|
|
Operating income, excluding gain on sale
|
|
|
15,056
|
|
|
|
658
|
|
|
|
15,714
|
|
Gain on sale
|
|
|
357,345
|
|
|
|
785
|
|
|
|
358,130
|
|
Other income (expenses), net
|
|
|
(5,259
|
)
|
|
|
2,358
|
|
|
|
(2,901
|
)
|
Income before income taxes
|
|
|
367,142
|
|
|
|
3,801
|
|
|
|
370,943
|
|
Income tax expense
|
|
|
57,178
|
|
|
|
1,425
|
|
|
|
58,603
|
|
Net income
|
|
|
309,964
|
|
|
|
2,376
|
|
|
|
312,340
|
|
Net income attributable to noncontrolling interests
|
|
|
3,164
|
|
|
|
—
|
|
|
|
3,164
|
|
Net income attributable to Rentech common shareholders
|
|
$
|
306,800
|
|
|
$
|
2,376
|
|
|
$
|
309,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Rentech common shareholders
|
|
$
|
306,800
|
|
|
$
|
2,376
|
|
|
$
|
309,176
|
|
Net income attributable to noncontrolling interests
|
|
|
3,164
|
|
|
|
—
|
|
|
|
3,164
|
|
Income from discontinued operations, net of tax
|
|
$
|
309,964
|
|
|
$
|
2,376
|
|
|
$
|
312,340
|
|
Note 5 — Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is classified in one of the following three categories:
|
•
|
Level 1
— Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.
|
|
•
|
Level 2
— Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
|
|
•
|
Level 3
— Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
|
Fair values of cash, receivables, deposits, other current assets, accounts payable, accrued liabilities and other current liabilities were assumed to approximate carrying value since they are short term and can be settled on demand.
The following table presents the financial instruments that were accounted for at fair value by level as of September 30, 2017 and December 31, 2016.
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Earn-out consideration - September 30, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
206
|
|
Earn-out consideration - December 31, 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
234
|
|
The following table presents the fair value and carrying value of the Company’s borrowings as of September 30, 2017.
|
|
Fair Value
|
|
|
Carrying
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum debt
|
|
$
|
—
|
|
|
$
|
34,106
|
|
|
$
|
—
|
|
|
$
|
35,342
|
|
NEWP debt
|
|
|
—
|
|
|
|
12,710
|
|
|
|
—
|
|
|
|
12,961
|
|
GSO Credit Agreement
|
|
|
—
|
|
|
|
47,176
|
|
|
|
—
|
|
|
|
45,868
|
|
14
The following table presents the fair value and carrying value of the Company’s borrowings as of December 31, 2016.
|
|
Fair Value
|
|
|
Carrying
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum debt
|
|
$
|
—
|
|
|
$
|
38,424
|
|
|
$
|
—
|
|
|
$
|
37,473
|
|
NEWP debt
|
|
|
—
|
|
|
|
14,042
|
|
|
|
—
|
|
|
|
13,973
|
|
GSO Credit Agreement
|
|
|
—
|
|
|
|
52,250
|
|
|
|
—
|
|
|
|
50,024
|
|
Earn-out Consideration
At September 30, 2017, the earn-out consideration was $0.2 million which related to the Atikokan Facility. This consideration is deemed to be a Level 3 financial instrument because the measurement is based on unobservable inputs. The fair value of earn-out consideration was determined based on the Company’s analysis of various scenarios involving the achievement of certain levels of EBITDA, as defined in the asset purchase agreement related to the Atikokan Facility, over a ten-year period. The scenarios, which included a weighted probability factor, involved assumptions relating to product profitability and production levels. The earn-out consideration will be measured at each reporting date with changes in its fair value recognized in the consolidated statements of operations. Assuming the minimum required EBITDA level is achieved, an increase or decrease of $1.0 million in EBITDA would result in an increase or decrease in earn-out consideration of $0.1 million. The Company provided a loan to the sellers of the Atikokan Facility of $0.7 million, which will be repayable from any earn-out consideration. The collectability of the loan is tied to the amount of earn-out consideration the sellers receive from the Company. The Company adjusts the balances of the loan and the earn-out consideration at the same time so that they are equal.
A reconciliation of the change in the carrying value of the earn-out consideration during the nine months ended September 30, 2017 is as follows:
|
|
Atikokan
|
|
|
|
(in thousands)
|
|
Balance at December 31, 2016
|
|
$
|
234
|
|
Less: Unrealized gain
|
|
|
(44
|
)
|
Add: Unrealized loss on foreign currency translation
|
|
|
16
|
|
Balance at September 30, 2017
|
|
$
|
206
|
|
A reconciliation of the change in the carrying value of the earn-out consideration during the nine months ended September 30, 2016 is as follows:
|
|
Atikokan
|
|
|
|
(in thousands)
|
|
Balance at December 31, 2015
|
|
$
|
871
|
|
Less: Unrealized loss on foreign currency translation
|
|
|
50
|
|
Balance at September 30, 2016
|
|
$
|
921
|
|
Debt Valuation
The Fulghum debt and NEWP debt are deemed to be Level 2 financial instruments because the measurements are based on observable market data. The Company’s valuation reflects discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, weighted average lives and maturity dates.
The GSO Credit Agreement is deemed to be a Level 2 financial instrument because the measurement is based on observable market data. The Company concluded that the carrying value, before the discount, of the GSO Credit Agreement approximated the fair value of such loan as of September 30, 2017 and December 31, 2016 based on its floating interest rate and the Company’s assessment that the fixed-rate margins are still at market.
The levels within the fair value hierarchy at which the Company’s financial instruments have been evaluated have not changed for any of the Company’s financial instruments during the three and nine months ended September 30, 2017 and 2016.
15
Note 6 — Derivative Instrum
ents
Accounting guidance establishes accounting and reporting requirements for derivative instruments and hedging activities. This guidance requires recognition of all derivative instruments, not subject to the normal purchase and sale exception, as assets or liabilities on the Company’s consolidated balance sheets and measurement of those instruments at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is designated as a hedge and if so, the type of hedge. The Company currently does not designate any of its derivatives as hedges for financial accounting purposes. Gains and losses on derivative instruments not designated as hedges are included in earnings in other income (expense) and reported under cash flows from operating activities.
Interest Rate and Currency Swaps
The Company’s wholly owned subsidiary, NEWP, entered into three interest rate swaps in notional amounts that cover the borrowings under its two industrial revenue bonds and a real estate mortgage loan.
Under the interest rate swaps, NEWP pays interest at a fixed rate of 5.29% on the outstanding balance of one of the industrial revenue bonds, 5.05% on the outstanding balance of the other industrial revenue bond and 7.95% on the outstanding balance of the real estate mortgage loan. NEWP receives interest at the variable interest rates specified in the various swap agreements. The interest rate swap on the real estate mortgage loan was terminated in July 2016.
The Company’s wholly owned subsidiary, Fulghum, has entered into an interest rate swap in a notional amount that covers the borrowings under one of its long-term loans. Under the interest rate swap, Fulghum pays interest at a fixed rate of 6.83% on the outstanding balance of the loan. Fulghum receives interest at the variable interest rate specified in the swap agreement.
Through the interest rate swaps, the Company is essentially fixing the variable interest rate to be paid on these borrowings.
The interest rate swaps are accounted for as derivatives for accounting purposes. The interest rate swaps are deemed to be Level 2 financial instruments because the measurements are based on observable market data. The Company used a standard swap contract valuation method to value its interest rate derivatives, and the inputs it uses for present value discounting included forward one-month LIBOR rates, risk-free interest rates and an estimate of credit risk. The fair value of the interest rate swaps at September 30, 2017 and December 31, 2016 represents the unrealized loss of $0.2 million and $0.3 million, respectively. Any adjustments to the fair value of the interest rate swaps are recorded in other income (expense) on the consolidated statements of operations.
Net gain (loss) on interest rate swaps:
|
|
For the Three Months Ended September 30,
|
|
|
For the Nine Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Realized loss
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gain
|
|
|
39
|
|
|
|
96
|
|
|
|
119
|
|
|
|
90
|
|
Total net gain on interest rate swaps
|
|
$
|
39
|
|
|
$
|
96
|
|
|
$
|
119
|
|
|
$
|
90
|
|
Fulghum’s subsidiary in Chile uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange rates have on certain monetary liabilities (in this case, four loans) denominated in nonfunctional currencies. The changes in fair value of economic hedges used to offset the monetary liabilities are recognized into earnings in the line item other income (expense) in our consolidated statements of operations. In addition, Fulghum uses foreign currency economic hedges to minimize the variability in cash flows associated with changes in foreign currency exchange rates. The total notional values of derivatives related to our foreign currency economic hedges were $11.1 million as of September 30, 2017 and December 31, 2016.
The currency swaps are accounted for as derivatives for accounting purposes. The currency swaps are deemed to be Level 2 financial instruments because the measurements are based on observable market data. The fair value of the currency derivatives is the difference between the contract values and the exchange rates at the end of the period. The fair value of the currency swaps at September 30, 2017 and December 31, 2016 represents the unrealized loss.
16
Net gain (loss) on currency swaps:
|
|
For the Three Months Ended September 30,
|
|
|
For the Nine Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Realized loss
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gain
|
|
|
347
|
|
|
|
233
|
|
|
|
466
|
|
|
|
585
|
|
Total net gain on currency swaps
|
|
$
|
347
|
|
|
$
|
233
|
|
|
$
|
466
|
|
|
$
|
585
|
|
The interest rate swaps are recorded in other current liabilities on the consolidated balance sheets.
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Interest rate swaps recorded in current liabilities:
|
|
|
|
|
|
|
|
|
Gross amounts recognized
|
|
$
|
(209
|
)
|
|
$
|
(328
|
)
|
Gross amounts offset in consolidated balance sheets
|
|
|
—
|
|
|
|
—
|
|
Net amounts presented in the consolidated balance sheets
|
|
$
|
(209
|
)
|
|
$
|
(328
|
)
|
The currency swaps are recorded in other current liabilities on the consolidated balance sheets.
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Currency swaps recorded in current liabilities:
|
|
|
|
|
|
|
|
|
Gross amounts recognized
|
|
$
|
(399
|
)
|
|
$
|
(865
|
)
|
Gross amounts offset in consolidated balance sheets
|
|
|
—
|
|
|
|
—
|
|
Net amounts presented in the consolidated balance sheets
|
|
$
|
(399
|
)
|
|
$
|
(865
|
)
|
The following table presents the financial instruments that were accounted for at fair value by level as of September 30, 2017:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
—
|
|
|
$
|
209
|
|
|
|
—
|
|
Currency swaps
|
|
|
—
|
|
|
|
399
|
|
|
|
—
|
|
The following table presents the financial instruments that were accounted for at fair value by level as of December 31, 2016:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
—
|
|
|
$
|
328
|
|
|
|
—
|
|
Currency swaps
|
|
|
—
|
|
|
|
865
|
|
|
|
—
|
|
Note 7 — Inventories
Inventories consisted of the following:
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Finished goods
|
|
$
|
12,385
|
|
|
$
|
22,047
|
|
Raw materials
|
|
|
3,051
|
|
|
|
6,084
|
|
Total inventory
|
|
$
|
15,436
|
|
|
$
|
28,131
|
|
17
During the three months ended September 30, 2017, the Company wrote down the value of its log inventory by $0.2
million to net realizable value within its Wood Pellets: Industrial segment. During the three months ended September 30, 2016, the Company wrote down the value of its wood pellet inventory by $6.2 million to net realizable value within its Wood Pellets: I
ndustrial segment. During the nine months ended September 30, 2017, the Company wrote down the value of its log and wood pellet inventory by $3.5 million to estimated net realizable value within its Wood Pellets: Industrial segment. During the nine months
ended September 30, 2016, the Company wrote down the value of its wood pellet inventory by $16.5 million to estimated net realizable value within its Wood Pellets: Industrial segment. The write-downs were reflected in cost of goods sold for the applicable
periods.
Note 8 — Property, Plant and Equipment
Property, plant and equipment consisted of the following:
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Land and land improvements
|
|
$
|
4,364
|
|
|
$
|
4,508
|
|
Buildings and building improvements
|
|
|
12,669
|
|
|
|
13,059
|
|
Machinery and equipment
|
|
|
93,866
|
|
|
|
120,578
|
|
Furniture, fixtures and office equipment
|
|
|
455
|
|
|
|
445
|
|
Computer equipment and computer software
|
|
|
3,168
|
|
|
|
3,105
|
|
Vehicles
|
|
|
8,123
|
|
|
|
8,529
|
|
Leasehold improvements
|
|
|
1,584
|
|
|
|
2,575
|
|
|
|
|
124,229
|
|
|
|
152,799
|
|
Less: Accumulated depreciation
|
|
|
(32,483
|
)
|
|
|
(35,234
|
)
|
Total property, plant and equipment, net
|
|
$
|
91,746
|
|
|
$
|
117,565
|
|
Construction in progress consisted of the following:
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Fulghum Fibres
|
|
$
|
794
|
|
|
$
|
746
|
|
NEWP
|
|
|
5
|
|
|
|
130
|
|
Other
|
|
|
—
|
|
|
|
29
|
|
Total construction in progress
|
|
$
|
799
|
|
|
$
|
905
|
|
The construction in progress balance includes no capitalized interest costs at September 30, 2017 and December 31, 2016.
Fulghum Fibres
On April 8, 2016, Fulghum completed the sale of one of its mills in the United States to one of its customers, and the customer took over operations of the mill. Since the carrying value was written down in 2015, an immaterial amount of loss was recognized upon the sale in 2016.
In February 2017, Fulghum was notified by a customer of its intent to exercise its purchase option on two of Fulghum’s mills. Since the purchase price under the option was lower than the carrying values of the two mills, during the first quarter of 2017, the Company wrote down the carrying values of the two mills by $2.6 million. In addition, the processing agreements for the two mills with an aggregate value of $3.9 million were written off as well as the spare parts inventory of $1.3 million. The total asset impairment charge recorded during the first quarter of 2017 was $7.8 million. In May 2017, the mills were sold resulting in net proceeds of $5.1 million. Since the carrying value was previously written down in 2017, the amount of loss on sale recognized during the nine months ended September 30, 2017 was $0.3 million.
In August 2017, Fulghum was notified by a customer of the exercise of its purchase option for six of Fulghum’s chip mills.
Since the purchase price under the option was lower than the carrying values of the six mills, during the third quarter of 2017, the Company wrote down the carrying values of the six mills by $8.2 million. In addition, the processing agreements for the six mills with an aggregate value of $8.9 million were written off. The total asset impairment charge recorded during the third quarter of 2017 was $17.1 million.
In September 2017, we sold four of the mills to the customer, pursuant to its exercise of the purchase option, resulting
18
in net proceeds of $4.
0
million
to the Company
. In October 2017,
we sold
the
remaining
two mills, which were classified as property held for sale
as of September 30, 2017,
to the customer,
resulting in net proceeds of $1.3 million
to the Company
.
Atikokan and Wawa
In February 2017, the Company announced that it has reduced annualized production at its Atikokan Facility to levels sufficient only to fulfill the delivery requirements under the ten-year take-or-pay contract (the “OPG Contract”) with Ontario Power Generation (“OPG”). The Atikokan Facility will no longer ship wood pellets to the Port of Quebec to help fulfill delivery requirements under the ten-year take-or-pay contract (the “Drax Contract”) with Drax Power Limited (“Drax”). The Company will continue to explore alternatives for selling additional wood pellets that could be produced from the Atikokan Facility to increase its utilization.
In February 2017, the Company also announced that its Board decided to idle the Wawa Facility, which experienced equipment and operating challenges subsequent to the replacement of problematic conveyors in the fourth quarter of 2016. The Board’s decision to idle the Wawa Facility was based in part on the Company’s review of the work by a third-party engineering firm to identify necessary capital improvements. While the Company believes that the issues it had been experiencing at the facility can be resolved with additional capital investments, it has concluded that it is not economical to pursue those investments or to continue to operate the facility at this time.
As a result of this decision, the Wawa Facility operations team completed a safe and orderly idling of the facility in early 2017. While the facility was idled, a small workforce remained in place to maintain the facility so that it could resume operations with minimal cost if there was interest from a third party to invest in or purchase the facility. In September 2017, the Company laid off the remainder of the workforce, except for those required to maintain security of the site.
Corporate
During the nine months ended September 30, 2016, the Company wrote off computer software of $1.0 million, previously recorded in construction in progress, and leasehold improvements, furniture and office equipment totaling $0.4 million.
Note 9 - Goodwill
A reconciliation of the change in the carrying value of goodwill is as follows:
|
|
Fulghum
|
|
|
NEWP
|
|
|
Total
|
|
|
|
(in thousands)
|
|
Balance at December 31, 2016
|
|
$
|
18,253
|
|
|
$
|
10,323
|
|
|
$
|
28,576
|
|
Impairment
|
|
|
(18,253
|
)
|
|
|
(8,573
|
)
|
|
|
(26,826
|
)
|
Balance at September 30, 2017
|
|
$
|
—
|
|
|
$
|
1,750
|
|
|
$
|
1,750
|
|
In February 2017, Fulghum was notified by a customer of its intent to exercise its purchase option on two of Fulghum’s mills. Fulghum expects the loss of these mills to negatively impact operating income and cash flow in the second half of 2017 and going forward. The customer’s decision was considered a triggering event to perform a goodwill impairment test for Fulghum U.S. as of March 31, 2017. The analysis of goodwill indicated an impairment to goodwill of $13.1 million, which was recorded during the first quarter of 2017.
In February 2017, the Company announced its plan to address potential liquidity needs by considering strategic alternatives for the Company as a whole that may include, but are not limited to, a sale of us, a merger or other business combination, a sale of all or a material portion of our assets, restructuring or a recapitalization. The Company’s pursuit of an option in its review of strategic alternatives resulted in the Company recording an impairment to goodwill of $13.7 million during the three months ended September 30, 2017, based on expected sales prices from potential buyers as negotiations have continued to progress. NEWP accounted for $8.6 million of the goodwill impairment and Fulghum South America accounted for $5.1 million of the goodwill impairment.
The estimate of fair value requires significant judgment. We based our fair value estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain, including but not limited to estimates of future growth rates, future production levels, product pricing, raw material and operating costs, and other assumptions about the overall economic and market conditions for our business units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill testing as of the time of testing will prove to be accurate predictions of the future.
19
Note 10 — Debt
As of September 30, 2017, the Company was in compliance with its debt covenants, except for NEWP and the QS Construction Facility as discussed below. Total debt consisted of the following:
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
QS Construction Facility
|
|
$
|
13,990
|
|
|
$
|
13,500
|
|
Fulghum debt
|
|
|
34,728
|
|
|
|
36,756
|
|
GSO Credit Agreement
|
|
|
47,176
|
|
|
|
52,250
|
|
NEWP debt
|
|
|
12,958
|
|
|
|
13,944
|
|
Total debt
|
|
$
|
108,852
|
|
|
$
|
116,450
|
|
Less: Debt issuance costs
|
|
|
(807
|
)
|
|
|
(1,357
|
)
|
Less: Unamortized net premium (discount)
|
|
|
116
|
|
|
|
(123
|
)
|
Less: Current portion
|
|
|
(17,477
|
)
|
|
|
(11,082
|
)
|
Less: Current portion unamortized net premium
|
|
|
(73
|
)
|
|
|
(186
|
)
|
Plus: Current portion debt issuance costs
|
|
|
113
|
|
|
|
31
|
|
Long-term debt
|
|
$
|
90,724
|
|
|
$
|
103,733
|
|
In June 2017, the Company paid down the GSO Credit Agreement by $5.1 million with the net proceeds from the sale of two of Fulghum’s mills. In November 2017, the Company paid down the GSO Credit Agreement by an additional $5.3 million with the net proceeds received from the sale of six of Fulghum’s mills in September and October 2017, which resulted in an outstanding principal balance of approximately $41.9 million.
In August 2017, NEWP amended its $6 million revolving credit facility to extend the maturity date from August 29, 2017 to May 31, 2018. As of September 30, 2017, NEWP obtained a waiver from its lender as it was not in compliance with the minimum debt service coverage ratio and the maximum senior debt coverage ratio due to lower sales volumes and additional costs relating to scaling back production at the facilities. We expect NEWP to require similar waivers over the next two quarters. In the event we are unable to obtain the waivers from NEWP’s lender, the lender could exercise remedies against NEWP under the loan documents, including accelerating the debt so that it becomes due on demand. A default of the NEWP indebtedness would trigger a cross default of other indebtedness of the Company, which would most likely have a material adverse effect on our financial condition and ability to continue as a going concern.
On November 8, 2017, the Company obtained a waiver of default from GSO Capital Partners LP for the Company’s failure to comply with a covenant in the GSO Credit Agreement and ancillary agreements requiring the Company and its Subsidiaries to pay its material obligations unless such obligations are being contested and adequate reserves are being maintained. As disclosed herein, the Company and its Canadian subsidiaries have not made certain payments, so as a result GSO Capital Partners LP has provided us with a waiver of compliance from this covenant.
In the event
we were unable to obtain waivers from GSO Capital Partners LP for defaults under the GSO Credit Agreement or other related agreements
that may be asserted in the future
, it could exercise remedies against the Company under the loan documents,
including accelerating the debt so that it becomes due on demand. A default of the Company’s indebtedness could trigger a cross default of other indebtedness of the Company, which would most likely have a material adverse effect on our financial condition and ability to continue as a going concern.
In October 2017, Quebec Stevedoring Limited (“QSL”) notified Rentech and its subsidiary that owns the Wawa Facility (the “Wawa Company”) of a default under the Master Services Agreement (the “MSA”). Pursuant to the MSA, QSL built handling equipment and 75,000 metric tons of wood pellet storage exclusively for the Wawa Company’s use at the port, and a portion of the cost of these services became a debt obligation for the Wawa Company (the “QS Construction Facility”). The notice relates to failure to make payments under the capital lease portion of the MSA which are guaranteed by Rentech, as well as payments for property taxes at the Port of Quebec which are obligations that QSL passes through to the Wawa Company. The property tax obligations are not guaranteed by Rentech. It is uncertain what, if any, remedies QSL will seek under the MSA. If QSL asserts remedies, this could have a material adverse effect on our financial condition and ability to continue as a going concern.
In November 2017, Bank of Montreal (“BMO”) notified Rentech that it would not be extending the credit agreement between BMO and the Company (the “BMO Credit Agreement”), which is scheduled to terminate on November 25, 2017. As of September 30, 2017, letters of credit had been issued, but not drawn upon, totaling $1.3 million. On or prior to November 25, 2017, any letters of credit presented to BMO will need to be cash collateralized at a rate of 105%. We expect all outstanding letters of credit to be presented to BMO prior to their termination, and we expect to cash collateralize these letters of credit in accordance with the BMO Credit Agreement.
20
Note 11 — Commitments and Contingencies
Contractual Obligations
Wood Pellets
On May 1, 2013, the Wawa Company entered into the Drax Contract with Drax. Under the Drax Contract, the Wawa Company was required to sell to Drax the first 400,000 metric tons of wood pellets per year produced from the Wawa Facility. In the event that it did not deliver wood pellets as required under the Drax Contract, the Wawa Company was required to pay Drax an amount equal to the positive difference, if any, between the contract price for the wood pellets and the price of any wood pellets Drax purchases in replacement. Rentech, Inc. guaranteed the Wawa Company’s obligation in an amount not to exceed CAD$20 million until May 1, 2018, and thereafter through the term of the Drax Contract for an amount not to exceed CAD$11 million.
The Drax Contract was amended in order to adjust required delivery schedules and annual delivery amounts to reflect the delays the Wawa Company was experiencing in production at the Wawa Facility prior to our decision to idle the facility.
In October 2017, Drax, the Wawa Company and Rentech entered into a deed of termination whereby the Drax Contract and the Rentech guarantee of the Wawa Company’s obligations to Drax
were terminated with no further continuing obligation amongst the parties. See Note 15 – Subsequent Events.
The Wawa Company has contracted with Canadian National Railway Company (“CN Railway”) through December 31, 2023 for all rail transportation of wood pellets from the Atikokan Facility and the Wawa Facility to the Port of Quebec (the “Canadian National Contract”). Under the Canadian National Contract, the Wawa Company committed to transport a minimum of 3,600 rail carloads annually for the duration of the long-term contract. Delivery shortfalls could result in a penalty of CAD$1,000 per rail car under the terms of the Canadian National Contract. Due to issues discovered at the Wawa Facility, the Wawa Company did not fully meet its 2015 commitment under the Canadian National Contract. In addition, the Wawa Company incurred additional carload shortfall penalties for 2016 under the Canadian National Contract as a result of the continued delays in ramping up the Wawa Facility and the revised 2016 deliveries scheduled to Drax. During 2015 and 2016, the Wawa Company incurred and either paid or accrued penalties of $3.3 million and $1.4 million, respectively. In addition, we may incur additional carload shortfall penalties for 2017 under the Canadian National Contract as a result of idling the Wawa Facility and the limited number of 2017 deliveries sent to Drax. For the nine months ended September 30, 2017, the Company recorded three-fourths of the estimated liability of shortfall penalties for 2017, which resulted in an expense of $2.2 million. The Company is looking at various alternatives related to the Wawa Facility and may need to record additional liabilities for the Canadian National Contract. As facts and circumstances change, the Company will review its estimated liability and adjust the liability, if needed. Under the Canadian National Contract, Rentech, Inc. has guaranteed the Wawa Company’s obligations in an amount not to exceed CAD$1.5 million. We are currently in litigation with CN Railway regarding the payment of penalties related to the Canadian National Contract.
Under the MSA, the Wawa Company contracted with QSL for construction of infrastructure improvements at the Port of Quebec to store pellets railed to the port and facilitate the loading of ships with wood pellets to be sent to Drax. The MSA also included stevedoring services to be provided by QSL. Rentech, Inc. has guaranteed the Wawa Company’s obligation for capital improvements in an amount as of September 30, 2017 of USD$13.99 million. In October 2017, QSL sent the Wawa Company a notice of default for failure to make payments under the MSA.
In November 2013, the Wawa Company entered into a lease agreement through April 30, 2024 (the “TrinityRail Lease”) with TrinityRail Canada, Inc. (“Trinity”) under which it committed to lease the required rail cars (258 rail cars per full calendar year) needed to satisfy its delivery requirements under the Drax Contract. The TrinityRail Lease was terminated by Trinity on March 31, 2017. Due to the lease termination, the Company recorded an estimated remaining liability of $1.3 million that represents the Company’s liability for the remainder of the term of the TrinityRail Lease reduced by an estimate for sublease rental of the rail cars. As facts and circumstances change, the Company will review its estimated liability and adjust the liability, if needed. Under the TrinityRail Lease, Rentech, Inc. has guaranteed the Wawa Company’s obligations in an amount not to exceed USD$1.9 million (the “Trinity PCG”). We are currently in litigation with Trinity regarding lease payments related to the TrinityRail Lease.
Rentech’s subsidiary that owns the Atikokan Facility (the “Atikokan Company”) entered into the OPG Contract with OPG under which such subsidiary is required to deliver 45,000 metric tons of wood pellets annually through December 31, 2023. OPG has the option to increase required delivery of wood pellets from the Atikokan Facility to up to 90,000 metric tons annually. Under the OPG Contract, Rentech, Inc. has guaranteed the Atikokan Company’s obligations in an amount not to exceed CAD$1.0 million.
21
In November 2017
, the Wawa Company was notified by Northern Ontario Heritage Fund Corporation (“NOHFC”) that it
breached
its
covenants
under a
conditional
grant provided by NOHFC to the Wawa Company
, by failing to maintain operation of
the Wawa Facility for the duration r
equired under the grant
agreement
. Therefore, NOHFC issued a notice of default and demand of
re
payment
of
the grant
in an amount
of
approximately
$2.5 million.
A
ny default
by the Wawa Company under the grant to the Wawa Facility
would
trigger a default und
er
NOHFC’s
grant
to
the Atikokan Company, which has
separately complied with the
requirements
under its grant agreement
. If the Atikokan Company receives a notice of default and demand of payment
, the payment
under its
grant would
be in the amount of
$0.8
million. As of September 30, 2017, the Company has recorded a liability for $3.3 million.
Litigation
The Company is party to litigation from time to time in the normal course of business. The Company accrues liabilities related to litigation only when it concludes that it is probable that it will incur costs related to such litigation, and can reasonably estimate the amount of such costs. In cases where the Company determines that it is not probable, but reasonably possible that it has a material obligation, it discloses such obligations and the possible loss or range of loss, if such estimate can be made. The outcome of the Company’s current litigation matters is not estimable or probable. The Company maintains insurance to cover certain actions and believes that resolution of its current litigation matters will not have a material adverse effect on the Company’s financial statements.
Litigation Relating to the Atikokan and Wawa Facilities
In June of 2015, RDR Industrial Contractors, Inc. (“RDR”) recorded liens against both the Atikokan Facility and Wawa Facility. RDR performed work at both of the facilities as a subcontractor to Agrirecycle, Inc. (“Agrirecycle”) and asserted that Agrirecycle had failed to pay RDR according to the terms of its subcontract. In September of 2015, EAD Control Systems, Inc. (“EAD Controls”) similarly filed liens against both pellet facilities alleging Agrirecycle’s failure to pay EAD Controls for work performed at both facilities as a subcontractor to Agrirecycle. In October of 2015, Agrirecycle filed liens against both facilities asserting that (i) it had not been paid for services performed as subcontractor for EAD Engineering, Inc. (“EAD Engineering”) and (ii) it had not been paid for work performed under direct contracts with certain wholly owned subsidiaries of the Company (the “RTK Parties”).
In December of 2015 and January of 2016, the RTK Parties filed statements of defense denying the allegations set forth by RDR, EAD Controls and Agrirecycle and seeking over $40.2 million in the aggregate by way of counterclaims and cross-claims against EAD Engineering, EAD Controls, Agrirecycle and RDR for damages incurred due to defective engineering, design, equipment supply and construction at our pellet facilities, including the cost to remedy and replace defective work as well as penalties, schedule delays and lost profits.
In late August of 2016, EAD Engineering filed crossclaims against the RTK Parties, within Agrirecycle’s lien actions for amounts allegedly owing by the RTK Parties to EAD Engineering. Specifically, EAD Engineering alleges that it is owed unpaid contract amounts and amounts for extra work completed at both pellet facilities for the RTK Parties. EAD Engineering did not register any liens against the facilities for the amounts it now claims are allegedly owed.
In July 2017, the RTK Parties finalized a settlement agreement with RDR, whereby all of RDR’s claims against the RTK Parties were released, RDR agreed to discharge its lien against the Wawa Facility, and all claims by RDR against Agrirecycle were assigned to the RTK Parties.
In October 2017, the RTK Parties finalized a settlement agreement with EAD Engineering and EAD Controls (the “EAD Parties”)
whereby all of claims by the EAD Parties against the RTK Parties were released, EAD Controls agreed to discharge its liens against the Wawa Facility and the Atikokan Facility, and all claims by the RTK Parties against the EAD Parties were discharged.
The remaining amounts claimed by Agrirecycle in separate causes of action in Ontario Superior Court naming the RTK Parties and the Company as defendants is approximately $4.0 million. This includes claims for amounts allegedly due under contracts with the RTK Parties and claims by subcontractors against our direct contractors.
The Company will continue to vigorously defend itself against the allegations made by Agrirecycle and vigorously pursue recovery from Agrirecycle. Given that this litigation is in the pleadings stage and discovery has yet to begin, the Company is unable to estimate at this time the likelihood or the amount of any judgments which may be rendered either in favor of or against it or the RTK Parties.
On February 20, 2017, CN Railway filed claims against Rentech, Inc. and RTK WP in Superior Court in the Province of Quebec, District of Montreal for CAD$2,391,858 (which was subsequently amended to CAD $3,635,661) plus costs relating to penalties for volume shortfalls under the Canadian National Contract, freight services and demurrage charges in calendar year 2016. Further, CN Railway has requested that for CAD$1,500,000 of the aforementioned amount, Rentech, Inc. be ordered to compensate CN Railway pursuant to the terms of the Rentech, Inc. parent company guaranty. Both the Company and RTK WP have filed a written statement of defence and cross-application against CN, whereby they vigorously deny most of the liabilities and are suing CN for a counter-claim in
22
the amount of CAD $ 3,616,046, claiming from CN, after deducing some freight services and demurra
ge fees, the net amount of CAD $ 3,334,046.
On May 22, 2017 Trinity filed claims against Rentech, Inc. in District Court of Dallas County, Texas for monetary relief of over USD$1,000,000 plus costs under the Trinity PCG for unpaid invoices by the Wawa Company under the TrinityRail Lease. The Company
is reviewing these claims, and intends to defend against them vigorously.
In addition to the actions described above, the Company is subject to various pending and threatened legal actions relating to construction liens, contracts and other claims by vendors hired to perform work, and provide equipment or services for the Wawa Company. If these claims are
resolved adverse to the Wawa Company,
this
is anticipated to have a material adverse effect on the Company's ability to execute its strategic alternatives process.
Other Litigation
On February 22, 2017, Juan Las Heras, a purported shareholder of the Company, filed a federal securities class action complaint on behalf of other shareholders of Rentech similarly situated to Mr. Heras, against Rentech, Inc., Jeffrey R. Spain, and Keith Forman in the U.S. District Court for the Eastern District of New York (the “Heras Lawsuit”). On February 23, 2017, Cheng Jiangchen , a purported shareholder of the Company, filed a federal securities class action complaint on behalf of other shareholders of Rentech, Inc. similarly situated to Mr. Jiangchen, against Rentech, Inc. and Keith Forman in the U.S. District Court for the Central District of California (the “Jiangchen Lawsuit”). On March 7, 2017, Carlos Raul Cuadra, a purported shareholder of Rentech, filed a federal securities class action complaint on behalf of other shareholders of Rentech similarly situated to Mr. Cuadra, against Rentech, Inc., Jeffrey R. Spain, and Keith Forman in the U.S. District Court for the Eastern District of New York (the “Cuadra Lawsuit”).
The Heras and Cuadra Lawsuits were voluntarily dismissed on May 10, 2017, and May 11, 2017, respectively. In the Jiangchen Lawsuit, the Court appointed Ichiro Ikuno as Lead Plaintiff on May 22, 2017. On July 10, 2017, Lead Plaintiff filed an amended federal securities class action complaint (the “Amended Complaint”) against Rentech, Inc., Keith Forman, and Jeffrey Spain.
The Amended Complaint alleges, among other things, that the Company’s disclosures between March 2016 and November 2016 contained false and misleading statements because they failed to disclose certain material facts regarding Canadian operations, the Company’s accounting, and wood pellet facilities contracts. According to the Amended Complaint, these facts were later disclosed in a press release issued by Rentech on February 21, 2017 (the “Press Release”), a conference call with analysts and investors on March 16, 2017 (the “Conference Call”), and in the Company’s Forms 8-K and 10-K filed on April 4, 2017 (the “8-K” and “10-K”). The Amended Complaint also alleges that Company officers named in the Amended Complaint knowingly acquiesced in the issuance or dissemination of materially false and misleading statements. Lead Plaintiff seeks compensation for losses resulting from fluctuations in stock price of the Company in the period from March 2016 through April 2017, as well as attorney fees, expert fees and costs. On August 15, 2017, Rentech, Keith Forman, and Jeffrey Spain filed a Motion to Dismiss the Amended Complaint, which Plaintiff has opposed. The hearing on the Motion to Dismiss is currently scheduled to take place on November 20, 2017. The Company believes the Jiangchen Lawsuit is without merit and intends to continue to defend against these claims vigorously.
On March 24, 2017, Jingwen Fu, derivatively on behalf of Rentech, Inc., filed a shareholder derivative complaint against Keith Forman, Jeffrey R. Spain, Paul Summers and the members of the Rentech, Inc. board of directors (the “Derivative Defendants”) in the Superior Court of the District of Columbia (the “Fu Lawsuit”). On May 8, 2017, Anton Shaigne, derivatively on behalf of Rentech, Inc., filed a shareholder derivative complaint against the Derivative Defendants in the Superior Court of the District of Columbia (the “Shaigne Lawsuit”, and together with the Fu Lawsuit, the “Derivative Lawsuits”). The Derivative Lawsuits allege, among other things, that the Derivative Defendants breached their fiduciary duties by failing to maintain proper disclosure controls and making false and/or misleading statements and/or omissions concerning the Company’s business in the period from November 9, 2016 through the present, and in the case of the Shaigne Lawsuit also in calendar year 2016 related to the Company’s restatement of financial statements for the three and six months ended June 30, 2016 and the three and nine months ended September 30, 2016. The Derivative Lawsuits also allege unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets by the Derivative Defendants. The Derivative Lawsuits seek to change certain corporate governance policies of the Company, to nominate at least four members for election to the Company Board of Directors and restitution from each of the Derivative Defendants, as well as attorney fees, expert fees and costs. The Derivative Lawsuits are stayed pending resolution of the Amended Complaint.
Regulation
The Company’s business is subject to extensive and frequently changing federal, provincial, state and local, environmental, health and safety regulations governing a wide range of matters, including the emission of air pollutants, the release of hazardous substances into the environment, the treatment and discharge of waste water and the storage, handling, use and transportation of the Company’s products, wood fibre feedstock, and other substances that are part of our operations. These laws include the Clean Air Act (the “CAA”), the federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Comprehensive
23
Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and various other federal, provincial, state and local laws and regulations. The laws
and regulations to which the Company is subject are complex, change frequently and have tended to become more stringent over time. The ultimate impact on the Company’s business of complying with existing laws and regulations is not always clearly known or
determinable due in part to the fact that the Company’s operations may change over time and certain implementing regulations for laws, such as the CAA, have not yet been finalized, are under governmental or judicial review or are being revised. These laws
and regulations could result in increased capital, operating and compliance costs.
Note 12 — Income Taxes
For the three months ended September 30, 2017, the Company recorded an income tax benefit of $2.2 million, which related to continuing operations. For the nine months ended September 30, 2017, the Company recorded an income tax benefit of $3.4 million, consisting of a $3.5 million income tax benefit in continuing operations and a $0.1 million income tax expense in discontinued operations. The allocation to discontinued operations was determined using the incremental method by subtracting the benefit that was generated from continuing operations from the provision for the Company as a whole. The Company’s effective income tax rate (income tax benefit as a percentage of loss from continuing operations before income taxes) was 3% for the nine months ended September 30, 2017. The difference between the United States federal statutory rate of 35% and the effective rate primarily was attributable to the Company having a valuation allowance on substantially all of its net deferred tax assets, state taxes, outside basis difference in foreign subsidiaries, and the impact of foreign earnings. The tax benefit for nine months ended September 30, 2017 also includes a discrete income tax benefit of $1.4 million related to the reversal of uncertain tax positions.
For the three months ended September 30, 2016, the Company recorded an income tax benefit of $4.4 million, consisting of a $6.1 million income tax benefit in continuing operations and a $1.7 million income tax expense in discontinued operations. For the nine months ended September 30, 2016, the Company recorded an income tax expense of $40.4 million, consisting of a $18.2 million income tax benefit in continuing operations and a $58.6 million income tax expense in discontinued operations. The allocation to discontinued operations was determined using the incremental method by subtracting the benefit that was generated from continuing operations from the provision for the Company as a whole. The Company’s effective income tax rate (income tax benefit as a percentage of loss from continuing operations before income taxes) was 38% for the nine months ended September 30, 2016. The difference between the United States federal statutory rate of 35% and the effective rate primarily was attributable to the outside basis difference in foreign subsidiaries, the impact of foreign earnings, and state taxes.
Due to the gain on sale of RNP during the nine months ended September 30, 2016, the Company released valuation allowance associated with the utilization of net operating loss carryforwards, research and development credits and alternative minimum tax credits. The resulting tax benefit is included as a component of the income tax expense in discontinued operations.
The Company has considered results of operations and concluded that it is more likely than not that substantially all the net deferred tax assets will not be realized. Therefore, a valuation allowance has been recorded against substantially all of the net deferred tax asset.
Note 13 — Segment Information
The Company operates in three business segments, as described below. Results of the East Dubuque, Pasadena and the energy technologies segments are accounted for as discontinued operations for all periods presented. As of September 30, 2017, the Company’s three business segments are:
|
•
|
Fulghum Fibres — The operations of Fulghum, which provides wood yard operations services and wood fibre processing services, sells wood chips to the pulp, paper and packaging industry, and owns and manages forestland and sells bark to industrial consumers in South America.
|
|
•
|
Wood Pellets: Industrial — The operations of this segment include the Atikokan and Wawa Facilities, which produce, aggregate and sell wood pellets for the utility and industrial power generation market, corporate allocations, and wood pellet development activities. The wood pellet development activities represent the Company’s personnel costs for employees dedicated to the wood pellet business infrastructure and administration costs, corporate allocations, expenses associated with the Company’s joint venture with Graanul Invest AS and third party costs.
|
|
•
|
Wood Pellets: NEWP — The operations of NEWP, which produces wood pellets for the residential and commercial heating markets.
|
24
The Company’s reportable operating segments have been determined in accordance with the Company’s internal management
structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income.
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
22,062
|
|
|
$
|
26,296
|
|
|
$
|
59,550
|
|
|
$
|
74,561
|
|
Wood Pellets: Industrial
|
|
|
2,400
|
|
|
|
2,867
|
|
|
|
13,714
|
|
|
|
19,266
|
|
Wood Pellets: NEWP
|
|
|
10,398
|
|
|
|
9,435
|
|
|
|
18,555
|
|
|
|
16,501
|
|
Total revenues
|
|
$
|
34,860
|
|
|
$
|
38,598
|
|
|
$
|
91,819
|
|
|
$
|
110,328
|
|
Gross profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
2,620
|
|
|
$
|
3,850
|
|
|
$
|
6,241
|
|
|
$
|
11,455
|
|
Wood Pellets: Industrial
|
|
|
(962
|
)
|
|
|
(6,137
|
)
|
|
|
(5,923
|
)
|
|
|
(16,304
|
)
|
Wood Pellets: NEWP
|
|
|
564
|
|
|
|
1,492
|
|
|
|
482
|
|
|
|
2,506
|
|
Total gross profit (loss)
|
|
$
|
2,222
|
|
|
$
|
(795
|
)
|
|
$
|
800
|
|
|
$
|
(2,343
|
)
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
1,222
|
|
|
$
|
1,168
|
|
|
$
|
4,102
|
|
|
$
|
3,544
|
|
Wood Pellets: Industrial
|
|
|
1,176
|
|
|
|
3,240
|
|
|
|
4,846
|
|
|
|
5,894
|
|
Wood Pellets: NEWP
|
|
|
484
|
|
|
|
514
|
|
|
|
1,397
|
|
|
|
1,574
|
|
Total segment selling, general and administrative expenses
|
|
$
|
2,882
|
|
|
$
|
4,922
|
|
|
$
|
10,345
|
|
|
$
|
11,012
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
53
|
|
|
$
|
288
|
|
|
$
|
479
|
|
|
$
|
1,118
|
|
Wood Pellets: Industrial
|
|
|
—
|
|
|
|
61
|
|
|
|
13
|
|
|
|
161
|
|
Wood Pellets: NEWP
|
|
|
240
|
|
|
|
303
|
|
|
|
722
|
|
|
|
900
|
|
Total segment depreciation and amortization recorded in operating
expenses
|
|
|
293
|
|
|
|
652
|
|
|
|
1,214
|
|
|
|
2,179
|
|
Fulghum Fibres
|
|
|
1,477
|
|
|
|
1,933
|
|
|
|
5,168
|
|
|
|
5,755
|
|
Wood Pellets: Industrial
|
|
|
—
|
|
|
|
1,696
|
|
|
|
933
|
|
|
|
6,806
|
|
Wood Pellets: NEWP
|
|
|
1,278
|
|
|
|
689
|
|
|
|
2,564
|
|
|
|
1,147
|
|
Total depreciation and amortization recorded in cost of sales
|
|
|
2,755
|
|
|
|
4,318
|
|
|
|
8,665
|
|
|
|
13,708
|
|
Total segment depreciation and amortization
|
|
$
|
3,048
|
|
|
$
|
4,970
|
|
|
$
|
9,879
|
|
|
$
|
15,887
|
|
Other operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
22,365
|
|
(1)
|
$
|
48
|
|
|
$
|
43,597
|
|
(1)
|
$
|
277
|
|
Wood Pellets: Industrial
|
|
|
2,674
|
|
|
|
1,639
|
|
|
|
2,674
|
|
|
|
1,639
|
|
Wood Pellets: NEWP
|
|
|
8,575
|
|
(2)
|
|
(6
|
)
|
|
|
8,587
|
|
(2)
|
|
6
|
|
Total segment other operating expenses
|
|
$
|
33,614
|
|
|
$
|
1,681
|
|
|
$
|
54,858
|
|
|
$
|
1,922
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
(21,020
|
)
|
(1)
|
$
|
2,347
|
|
|
$
|
(41,937
|
)
|
(1)
|
$
|
6,517
|
|
Wood Pellets: Industrial
|
|
|
(4,811
|
)
|
|
|
(11,079
|
)
|
|
|
(13,455
|
)
|
|
|
(23,999
|
)
|
Wood Pellets: NEWP
|
|
|
(8,734
|
)
|
(2)
|
|
681
|
|
|
|
(10,224
|
)
|
(2)
|
|
26
|
|
Total segment operating loss
|
|
$
|
(34,565
|
)
|
|
$
|
(8,051
|
)
|
|
$
|
(65,616
|
)
|
|
$
|
(17,456
|
)
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
488
|
|
|
$
|
580
|
|
|
$
|
1,500
|
|
|
$
|
1,727
|
|
Wood Pellets: Industrial
|
|
|
501
|
|
|
|
405
|
|
|
|
1,443
|
|
|
|
1,250
|
|
Wood Pellets: NEWP
|
|
|
155
|
|
|
|
169
|
|
|
|
438
|
|
|
|
461
|
|
Total segment interest expense
|
|
$
|
1,144
|
|
|
$
|
1,154
|
|
|
$
|
3,381
|
|
|
$
|
3,438
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
(20,540
|
)
|
|
$
|
1,369
|
|
|
$
|
(42,221
|
)
|
|
$
|
3,543
|
|
Wood Pellets: Industrial
|
|
|
(5,256
|
)
|
|
|
(11,498
|
)
|
|
|
(14,840
|
)
|
|
|
(25,251
|
)
|
Wood Pellets: NEWP
|
|
|
(8,848
|
)
|
|
|
605
|
|
|
|
(10,552
|
)
|
|
|
(263
|
)
|
Total segment net loss
|
|
$
|
(34,644
|
)
|
|
$
|
(9,524
|
)
|
|
$
|
(67,613
|
)
|
|
$
|
(21,971
|
)
|
Reconciliation of segment net loss to consolidated net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net loss
|
|
$
|
(34,644
|
)
|
|
$
|
(9,524
|
)
|
|
$
|
(67,613
|
)
|
|
$
|
(21,971
|
)
|
Corporate and unallocated expenses recorded as selling, general and
administrative expenses
|
|
|
(3,210
|
)
|
|
|
(4,413
|
)
|
|
|
(10,577
|
)
|
|
|
(15,178
|
)
|
Corporate and unallocated depreciation and amortization expense
|
|
|
(75
|
)
|
|
|
(80
|
)
|
|
|
(231
|
)
|
|
|
(336
|
)
|
Corporate and unallocated income (expenses) recorded as other income
(expense)
|
|
|
(201
|
)
|
|
|
(542
|
)
|
|
|
(197
|
)
|
|
|
(5,265
|
)
|
Corporate and unallocated interest expense
|
|
|
(1,271
|
)
|
|
|
(1,342
|
)
|
|
|
(3,950
|
)
|
|
|
(5,140
|
)
|
Corporate income tax benefit
|
|
|
1,321
|
|
|
|
6,647
|
|
|
|
1,110
|
|
|
|
19,996
|
|
Equity in loss of CVR
(3)
|
|
|
(2,021
|
)
|
|
|
(1,100
|
)
|
|
|
(30,151
|
)
|
|
|
(2,429
|
)
|
Income from discontinued operations, net of tax
(4)
|
|
|
—
|
|
|
|
1,666
|
|
|
|
96
|
|
|
|
312,340
|
|
Consolidated net income (loss)
|
|
$
|
(40,101
|
)
|
|
$
|
(8,688
|
)
|
|
$
|
(111,513
|
)
|
|
$
|
282,017
|
|
25
|
(1)
|
For the three months ended September 30, 2017, amount includes goodwill impairment of $5.1 million and asset impairments of $17.1 million. For the nine months ended September 30, 2017, amount includes goodwill impairments of $18.3 million and asset impairments of $24.9 million.
|
|
(2)
|
For the three and nine months ended September 30, 2017, amounts include goodwill impairment of $8.6 million.
|
|
(3)
|
For the three months ended September 30, 2017, equity in loss of investee represents the Company’s proportionate share of loss from its investment in CVR. For the nine months ended September 30, 2017, equity in loss of investee is $30.2 million, which includes the investment impairment of $26.7 million, the Company’s proportionate share of loss from its investment in CVR of $2.9 million and amortization of the basis differences of $0.5 million. For the three months ended September 30, 2016, equity in loss of investee includes $1.1 million, which includes our proportionate share of loss from our investment in CVR and amortization of the basis differences. For the nine months ended September 30, 2016, equity in loss of investee includes $2.4 million, which includes our proportionate share of loss from our investment in CVR and amortization of the basis differences.
|
|
(4)
|
For the nine months ended September 30, 2016, income from discontinued operations, net of tax includes $358.6 million, which is the Company’s proportionate share of the book gain on sale of RNP.
|
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Total assets
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
97,532
|
|
|
$
|
155,646
|
|
Wood Pellets: Industrial
|
|
|
11,067
|
|
|
|
19,060
|
|
Wood Pellets: NEWP
|
|
|
50,074
|
|
|
|
61,674
|
|
Total segment assets
|
|
$
|
158,673
|
|
|
$
|
236,380
|
|
Reconciliation of segment total assets to consolidated total assets:
|
|
|
|
|
|
|
|
|
Segment total assets
|
|
$
|
158,673
|
|
|
$
|
236,380
|
|
Corporate and other
|
|
|
32,743
|
|
|
|
76,337
|
|
Consolidated total assets
|
|
$
|
191,416
|
|
|
$
|
312,717
|
|
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
Total goodwill
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
—
|
|
|
$
|
18,253
|
|
Wood Pellets: NEWP
|
|
|
1,750
|
|
|
|
10,323
|
|
Total goodwill
|
|
$
|
1,750
|
|
|
$
|
28,576
|
|
|
|
For the Nine Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Fulghum Fibres
|
|
$
|
4,522
|
|
|
$
|
5,193
|
|
Wood Pellets: Industrial
|
|
|
887
|
|
|
|
9,006
|
|
Wood Pellets: NEWP
|
|
|
825
|
|
|
|
462
|
|
Corporate and other
|
|
|
52
|
|
|
|
743
|
|
Total capital expenditures - continuing operations
|
|
$
|
6,286
|
|
|
$
|
15,404
|
|
Discontinued operations
|
|
|
—
|
|
|
|
11,075
|
|
Total capital expenditures
|
|
$
|
6,286
|
|
|
$
|
26,479
|
|
26
The
Company’s revenues by geographic area, based on where the customer takes title to the product, were as follows:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
United States
|
|
$
|
20,809
|
|
|
$
|
22,661
|
|
|
$
|
52,538
|
|
|
$
|
55,811
|
|
Canada
|
|
|
2,400
|
|
|
|
2,867
|
|
|
|
13,714
|
|
|
|
19,266
|
|
Other
|
|
|
11,651
|
|
|
|
13,070
|
|
|
|
25,567
|
|
|
|
35,251
|
|
Total revenues
|
|
$
|
34,860
|
|
|
$
|
38,598
|
|
|
$
|
91,819
|
|
|
$
|
110,328
|
|
The following table sets forth assets by geographic area:
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
(in thousands)
|
|
United States
|
|
$
|
148,538
|
|
|
$
|
254,255
|
|
Canada
|
|
|
11,067
|
|
|
|
19,060
|
|
Other
|
|
|
31,811
|
|
|
|
39,402
|
|
Total assets
|
|
$
|
191,416
|
|
|
$
|
312,717
|
|
Note 14 — Net Income (Loss) Per Common Share Allocated to Rentech
Basic income (loss) per common share allocated to Rentech is calculated by dividing net income (loss) allocated to Rentech by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share allocated to Rentech is calculated by dividing net income (loss) allocated to Rentech by the weighted average number of common shares outstanding plus the dilutive effect, calculated using (i) the “treasury stock” method for the unvested restricted stock units, outstanding stock options and warrants and (ii) the “if converted” method for the preferred stock if its inclusion would not have been anti-dilutive.
27
The Company's policy is to only allocate earnings to participating securities, i.e., restricted stock, for continuing operations, discontinued operations and in total during periods in whic
h income is reported.
|
|
For the Three Months Ended
September 30,
|
|
|
For the Nine Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands, except for per share data)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(40,101
|
)
|
|
$
|
(10,354
|
)
|
|
$
|
(111,609
|
)
|
|
$
|
(30,323
|
)
|
Less: Loss on redemption of preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(11,049
|
)
|
Less: Preferred stock dividends
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,320
|
)
|
Less: Income from continuing operations attributable
to noncontrolling interests
|
|
|
(89
|
)
|
|
|
(103
|
)
|
|
|
(12
|
)
|
|
|
(328
|
)
|
Less: Income from continuing operations allocated to
participating securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Loss from continuing operations allocated to common
shareholders
|
|
$
|
(40,190
|
)
|
|
$
|
(10,457
|
)
|
|
$
|
(111,621
|
)
|
|
$
|
(43,020
|
)
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
1,666
|
|
|
$
|
96
|
|
|
$
|
312,340
|
|
Less: (Income) loss from discontinued operations attributable
to noncontrolling interests
|
|
|
—
|
|
|
|
174
|
|
|
|
—
|
|
|
|
(3,164
|
)
|
Less: Income from discontinued operations allocated to
participating securities
|
|
|
—
|
|
|
|
(43
|
)
|
|
|
(3
|
)
|
|
|
(7,772
|
)
|
Income from discontinued operations allocated to
common shareholders
|
|
$
|
—
|
|
|
$
|
1,797
|
|
|
$
|
93
|
|
|
$
|
301,404
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Rentech common shareholders
|
|
$
|
(40,190
|
)
|
|
$
|
(8,617
|
)
|
|
$
|
(111,525
|
)
|
|
$
|
266,156
|
|
Less: Income allocated to participating securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,690
|
)
|
Net income (loss) allocated to common shareholders
|
|
$
|
(40,190
|
)
|
|
$
|
(8,617
|
)
|
|
$
|
(111,525
|
)
|
|
$
|
259,466
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
23,212
|
|
|
|
23,189
|
|
|
|
23,209
|
|
|
|
23,098
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Warrants
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Common stock options
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Restricted stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Diluted shares outstanding
|
|
|
23,212
|
|
|
|
23,189
|
|
|
|
23,209
|
|
|
|
23,098
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(1.73
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
(1.86
|
)
|
Discontinued operations
|
|
$
|
0.00
|
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
13.05
|
|
Net income (loss) per common share
|
|
$
|
(1.73
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
11.23
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(1.73
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
(1.86
|
)
|
Discontinued operations
|
|
$
|
0.00
|
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
13.05
|
|
Net income (loss) per common share
|
|
$
|
(1.73
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
11.23
|
|
For the three and nine months ended September 30, 2017, 1.8 million shares of Common Stock issuable pursuant to stock options, stock warrants and restricted stock units were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2016, 1.7 million shares of Common Stock issuable pursuant to stock options, stock warrants and restricted stock units were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive.
28
Note 15 — Subsequent Events
Delisting of Common Stock on NASDAQ
On October 6, 2017 the Board of the
Company
made a determination to delist the Company’s shares of common stock from the Nasdaq Capital Market and transfer the listing of such shares to the OTCQB Market. The Company notified the NASDAQ Stock Market (“NASDAQ”) of its intention to voluntarily withdraw the Company
’
s shares of common stock from listing on the Nasdaq Capital Market. The transfer from the Nasdaq Capital Market to the OTCQB Market was due to Rentech’s inability to cure its noncompliance with NASDAQ Listing Rule 5550(a)(2). NASDAQ Listing Rule 5550(a)(2) requires Rentech’s common shares to trade above $1.00 for 30 consecutive business days before October 9, 2017 or 180 days from the date on which Rentech received notification from NASDAQ regarding its noncompliance with such rule, which was April 10, 2017. The Company filed a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”
), with the
SEC
on October 16, 2017.
The Company’s shares of common stock are quoted on the OTCQB Market effective October 16, 2017, and their last trading day on the Nasdaq Capital Market exchange was October 13, 2017. The Company can give no assurance that trading in its stock will continue on the OTCQB Market or on any other securities exchange or quotation medium. The delisting of the shares of common stock from the Nasdaq Capital Market could impair the liquidity and market price of the shares. Additionally, the delisting of the shares of common stock from a national exchange could materially adversely affect the Company
’
s access to capital markets, and any limitation on market liquidity or reduction in the price of the shares as a result of that delisting could adversely affect the Company
’
s ability to raise capital on terms acceptable to the Company, or at all.
QS Construction Facility
In October 2017, QSL notified Rentech and the Wawa Company of a default under the MSA. The notice relates to failure to make payments under the capital lease portion of the MSA which are guaranteed by Rentech, as well as payments for property taxes at the Port of Quebec which are obligations that QSL passes through to the Wawa Company. The property tax obligations are not guaranteed by Rentech. It is uncertain what, if any, remedies QSL will seek under the MSA. If QSL asserts remedies, this could have a material adverse effect on our financial condition and ability to continue as a going concern.
Drax Contract
In October 2017, Drax, the Wawa Company and Rentech entered into a deed of termination whereby the Drax Contract and the accompanying Rentech guarantee of the Wawa Company’s obligations to Drax
were terminated with no further continuing obligation amongst the parties.
BMO
In November 2017, BMO notified Rentech that it would not be extending the BMO Credit Agreement, which is scheduled to terminate on November 25, 2017. As of September 30, 2017, letters of credit had been issued, but not drawn upon, totaling $1.3 million. On or prior to November 25, 2017, any letters of credit presented to BMO will need to be cash collateralized at a rate of 105%. We expect all outstanding letters of credit to be presented to BMO prior to their termination, and we expect to cash collateralize these letters of credit in accordance with the BMO Credit Agreement.
Northern Ontario Heritage Fund Corporation
In November 2017, the Wawa Company was notified by the NOHFC that it breached its covenants under a conditional grant provided by NOHFC to the Wawa Company, by failing to maintain operation of the Wawa Facility for the duration required under the grant agreement. Therefore, NOHFC issued a notice of default and demand of repayment of the grant in an amount of approximately $2.5 million. Any default by the Wawa Company under the grant to the Wawa Facility would trigger a default under NOHFC’s grant to the Atikokan Company, which has separately complied with the requirements under its grant agreement. If the Atikokan Company receives a notice of default and demand of payment, the payment under its grant would be in the amount of $0.8 million. As of September 30, 2017, the Company has recorded a liability for $3.3 million.
29