##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File No. 001-15795
 
 RENTECH, INC.
  Colorado
    
    84-0957421(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 10877 Wilshire Boulevard, Suite 600
Los Angeles, California 90024
 (310) 571-9800
 
 Securities registered pursuant to Section 12(b) of the Act:
Common Stock
Name of Each Exchange on Which Registered: NYSE Amex
Securities registered pursuant to Section 12(g) of the Act:
None
 
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PagePART IITEM 1. Business
    
    4ITEM 1A. Risk Factors
    
    17ITEM 1B. Unresolved Staff Comments
    
    27ITEM 2. Properties
    
    28ITEM 3. Legal Proceedings
    
    28ITEM 4. (Removed and Reserved)
    
    29PART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    30ITEM 6. Selected Financial Data
    
    32ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    33ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    47ITEM 8. Financial Statements and Supplementary Data
    
    48ITEM 9. Changes in and Disagreements with Accountants On Accounting and Financial Disclosure
    
    94ITEM 9A. Controls and Procedures
    
    94ITEM 9B. Other Information
    
    95PART IIIITEM 10. Directors, Executive Officers and Corporate Governance
    
    96ITEM 11. Executive Compensation
    
    96ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    96ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    96ITEM 14. Principal Accounting Fees and Services
    
    96PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    96Exhibit 10.4Exhibit 10.6Exhibit 12.1Exhibit 21Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS
     3




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
 Company Overview
     ®
 ®
 2
   4




---



##### Table of Contents



Business Strategy
  Develop, Co-Own and Operate Model
 Biomass Facilities
  5




---



##### Table of Contents



Fossil Facilities
 Licensing Model
   Commercial Opportunities
   Research and Development Program
    6




---



##### Table of Contents



Financial Information About Our Business Segments
  Our Proprietary Rentech Process
  Development of the Rentech Process
     
    
    confirm and optimize the design parameters of the Rentech Process during longer-term
production runs;
    
    monitor the effect of various operation parameters on product yields for the Rentech
Process;
  7




---



##### Table of Contents




    
    demonstrate an integrated syngas to fuels process for strategic partners and financing
sources; and
    
    produce fuels for validation, certification and customer development.
 Rentech-SilvaGas Technology
  Development of the Rentech-SilvaGas Technology
  Competition in the Alternative Energy Segment
  Competition in Energy Conversion Technologies
 Competition in Fischer-Tropsch Technologies:
  Competition from other Alternative Fuels Technologies:
  8




---



##### Table of Contents



Competition in Biomass Gasification Technology
   Competition in Product and Feedstock Markets
 Competition in Fuels:
 Competition in Power
 Competition for Feedstock
 Products and Markets
   
    
    renewable synthetic diesel and jet fuels, naphtha (primarily used as a feedstock in the
production of plastic) and power from biomass resources;
    
    synthetic diesel and jet fuels, naphtha and power from fossil or fossil and biomass
resources; and
    
    paraffinic waxes, solvents and specialty chemicals.
   9




---



##### Table of Contents



Clean Air and Renewable Energy Laws
    Government Incentives
     10




---



##### Table of Contents



2 2 2
        11




---



##### Table of Contents



Business of Rentech Energy Midwest Corporation
 Production Facility
    CapacityPlant
    
    (Tons per Day)UAN blending
    
    
    1,100Anhydrous ammonia
    
    
    830Carbon Dioxide
    
    
    650Ammonium nitrate
    
    
    600Urea synthesis
    
    
    400Nitric acid
    
    
    380Urea granulation
    
    
    140
 Products
  Anhydrous Ammonia.
  UAN.
  12




---



##### Table of Contents



Urea.
 Nitric Acid.
 Carbon Dioxide. 2 2 2 2 2 2 2 2
 Marketing and Distribution
 2
 Seasonality and Volatility
   13




---



##### Table of Contents



For the Fiscal Years Ended September 30,2010
    
    
    2009
    
    
    2008
    
    
    2007(in thousands of tons)First Quarter
    
    
    124
    
    
    
    115
    
    
    
    171
    
    
    
    160Second Quarter
    
    
    86
    
    
    
    65
    
    
    
    103
    
    
    
    77Third Quarter
    
    
    206
    
    
    
    203
    
    
    
    170
    
    
    
    209Fourth Quarter
    
    
    181
    
    
    
    150
    
    
    
    199
    
    
    
    125Total Tons Shipped for Fiscal Year
    
    
    597
    
    
    
    533
    
    
    
    643
    
    
    
    571
  Raw Materials
   Transportation
   14




---



##### Table of Contents



Competition
  Intellectual Property and Patents of the Company
    ® ® ® ® ® ®
    15




---



##### Table of Contents



Regulation
     Implementation of Carbon Dioxide Emissions Reduction Strategy
  
    
    The Kyoto Protocol which was initially adopted in 1997 and came into effect in 2005 with
the goal of reducing certain greenhouse gas emissions, including carbon dioxide. A number
of countries that are parties to the Kyoto Protocol have instituted or are considering
climate change legislation and regulations, including the European Unions Emissions
Trading System (ETS), among others.
    
    Californias Global Warming Solutions Act, or AB-32, which requires the California Air
Resources Board (CARB) to develop regulations and market mechanisms that will ultimately
reduce Californias GHG emissions to 1990 levels by 2020.
    
    The Greenhouse Gas Reduction Targets Act (GGRTA) enacted by the government of British
Columbia, Canada in 2008 that seeks to reduce GHG emissions by at least 33 per cent below
2007 levels by 2020. It also includes the long-term target of an 80 percent reduction below
2007 levels by 2050.
    
    The U.S. Supreme Court decision in Massachusetts v. EPA, 549 U.S. 497, 127 S.Ct.
1438 (2007) confirming that the U.S. Environmental Protection Agency (EPA) has the
authority to regulate carbon dioxide as an air pollutant under the Federal Clean Air Act.
  16




---



##### Table of Contents




    
    In December 2009, EPA issued a final endangerment finding for greenhouse gases, which
specifically found that emissions of six greenhouse gases threaten the public health and
welfare and that greenhouse gases from new motor vehicles and engines also contribute to
such pollution. While these findings do not themselves impose any requirements on any
industry or company at this time, these findings may lead to greater regulation of GHG
emissions by the EPA, may trigger more climate-based claims for damages, and may result in
longer agency review time for development projects to determine the extent of climate
change.
    
    EPAs announcement on March 29, 2010 (published as Interpretation of Regulations that
Determine Pollutants Covered by Clean Air Act Permitting Programs, 75 Fed. Reg. 17004
(April 2, 2010)), and the EPAs and U.S. Department of Transportations joint promulgation
of a Final Rule on April 1, 2010, which triggers regulation of GHGs under the Clean Air
Act, may trigger more climate-based claims for damages, and may result in longer agency
review time for development projects to determine the extent of climate change.
    Employees and Labor Relations
  Available Information
 1-800-SEC-0330.
 
 ITEM 1A
    
    RISK FACTORS
   17




---



##### Table of Contents



Risks Related to Our Liquidity, Financial Condition, and Results of Operations
 Our liquidity and capital resources are limited. We must raise substantial additional capital to
execute our business plan and, in the event that currently expected sources of funding are not
available, to fund working capital and to continue our operations. Competitors with superior
access to capital may have a substantial advantage over us.
    We have never operated at a profit. If we do not achieve significant amounts of additional
revenues and become profitable on an ongoing basis, we may be unable to continue our operations.
  REMCs operations may become unprofitable and may require substantial working capital financing.
   18




---



##### Table of Contents



Our level of indebtedness could adversely affect our ability to raise additional capital to fund
our operations, limit our ability to react to changes in the economy or our industry and prevent
us from meeting our obligations.
  
    
    increasing our vulnerability to general economic and industry conditions;
    
    requiring all or a substantial portion of our cash flow from operations to be dedicated
to the payment of principal and interest on our indebtedness, therefore restricting or
reducing our ability to use our cash flow to fund our operations, capital expenditures and
future business opportunities;
    
    limiting our ability to obtain additional financing for working capital, capital
expenditures, debt service requirements, acquisitions and general corporate or other
purposes;
    
    incurring higher interest expense in the event of increases in the 2010 Credit
Agreements variable interest rates;
    
    limiting our ability to adjust to changing market conditions and placing us at a
competitive disadvantage compared to our competitors who have greater capital resources;
    
    limiting our ability to make investments, dispose of assets, pay cash dividends or
repurchase stock; and
    
    subjecting us to financial and other restrictive covenants in our indebtedness, which may
restrict our activities, and the failure to comply with which could result in an event of
default.
  Continued recessionary conditions and the relative unavailability of credit have made it more
difficult for companies to secure financing. If we are unable to access financing on terms and at
a time acceptable to us for any reason, it could have a material adverse effect on our operations,
financial condition and liquidity.
  The issuance of shares of our common stock could result in the loss of our ability to use our net
operating losses.
   19




---



##### Table of Contents



We may not be able to successfully manage our growing business.
  Although ClearFuels has been consolidated with us for financial reporting purposes, we have
not evaluated ClearFuels internal controls and the conclusion of our management regarding the
effectiveness of our internal control over financial reporting included in this report does not
extend to ClearFuels internal controls.
  Risks Related to the Rentech Process and the Rentech-SilvaGas Technology
 We and our potential licensees may be unable to successfully or economically implement the Rentech
Process or the Rentech-SilvaGas Technology at commercial-scale synthetic fuels or power plants.
  
    
    higher than anticipated capital and operating costs to design, construct or reconfigure
and operate a plant using our technologies;
  20




---



##### Table of Contents




    
    reaction activity different than that demonstrated in laboratory, pilot, and
demonstration plant operations, which could increase the amount of feedstock to convert into
synthesis gas or catalyst or number of reactors required to convert synthesis gas into
hydrocarbons;
    
    shorter than anticipated catalyst life, which would require more frequent catalyst
replacement or addition, catalyst purchases, or both;
    
    insufficient catalyst separation from the crude wax product stream, which could either
impair the operation of the product upgrading unit or increase the capital costs for the
plant;
    
    product upgrading catalyst sensitivities to impurities in the crude synthetic fuel
products, which would impair the efficiency and economics of the product upgrade unit and
require design revisions;
    
    higher than anticipated costs for the catalyst and other materials used to operate a
plant using the Rentech technologies; and
    
    higher than anticipated levels of tar in the syngas using the Rentech-SilvaGas Technology.
  We could have indemnification liabilities to potential licensees of our technology.
  
    
    use of patent rights and technical information relating to the Rentech Process or the
Rentech-SilvaGas Technology;
    
    the possibility of infringing on the intellectual property of other parties;
    
    failure of our technology to perform according to guaranteed specifications; and
    
    acts or omissions by us in connection with our preparation of preliminary and final
design packages for the licensees plant and approval of the licensees construction plans.
  Our success substantially depends on the performance of our management team, project development
team and technology group. The loss of key individuals within these groups would disrupt our
business operations.
   21




---



##### Table of Contents



Our success depends in part on our ability to protect our intellectual property rights, which
involves complexities and uncertainties.
   Our technologies may not compete successfully against technologies developed by our competitors,
many of whom have significantly more resources.
  A reduction in government incentives for FT fuels or energy from biomass, or the relaxation of
clean air and renewable energy requirements, could materially reduce the demand for FT fuels or
energy from biomass and the economic feasibility of projects using our technologies.
   22




---



##### Table of Contents



Industry rejection of the Rentech Process or the Rentech-SilvaGas Technology would adversely
affect our ability to receive future license fees.
   Changes in existing laws and regulations, or their interpretation, or the imposition of new
restrictions relating to emissions of greenhouse gases or carbon dioxide may give rise to
additional compliance costs or liabilities and could materially reduce the demand for FT fuels or
the Rentech Process which could, in turn, have a material adverse effect on our business,
financial condition, results of operations, cash flows or prospects.
 2 2 2
  Risks Related to Possible Inability to Complete Project Developments and the Financing Required for
Construction and Subsequent Operation
 We are pursuing alternative energy projects, including the Rialto and Natchez Projects, that will
involve substantial expense and risk.
   23




---



##### Table of Contents



The construction of commercial scale projects that utilize our technology will require several
years and substantial financing, and may not be successful.
  We may not be able to successfully negotiate and execute engineering, procurement and construction
contracts with construction and other vendors necessary for our development projects.
  The volatility in the price for certain commodities that we may purchase in the open market to use
as feedstock; the price for oil and natural gas used to create fuels that compete with our fuels;
and prices for electricity could adversely affect our ability to develop, build and operate
commercial scale synthetic fuels and power plants or our ability to license our technology.
   Risks Related to the East Dubuque Plant
 The market for natural gas has been volatile. If prices for natural gas increase significantly, we
may not be able to economically operate the East Dubuque Plant.
   24




---



##### Table of Contents



Lower prices for nitrogen fertilizers or downturns in market demands could reduce the revenues and
profitability of the East Dubuque Plants nitrogen fertilizer business.
  A reduction in demand for corn or other crops could reduce demand for the nitrogen fertilizer
produced by REMC.
  Weather conditions may materially impact the demand for REMC products.
  The East Dubuque Plant is an aging facility with aging equipment that could fail. Any operational
disruption at the plant could result in a reduction of sales volumes and could cause us to incur
substantial expenditures. A prolonged disruption could materially affect the cash flow we expect
from the plant, or lead to a default of the 2010 Credit Agreement.
  The business of the East Dubuque Plant is highly seasonal.
   25




---



##### Table of Contents



The nitrogen fertilizer industry is very competitive and the actions of our competitors could
materially affect the business, results of operations, cash flows and financial position of the
Company.
  We rely on Agrium as distributor of the nitrogen fertilizer products we produce at the East
Dubuque Plant.
  We could be subject to claims and liabilities under environmental, health and safety laws and
regulations arising from the production and distribution of nitrogen fertilizers and alternative
energy products at our facilities.
  We may be required to install additional pollution control equipment at the East Dubuque Plant in
order to maintain compliance with applicable environmental requirements.
  The imposition of new restrictions relating to emissions of carbon dioxide may give rise to
material additional compliance costs, capital expenditures or liabilities at the East Dubuque
Plant.
 2 2 2 2
  26




---



##### Table of Contents



Risks Related to the Market for Rentech Common Stock
 We have a substantial overhang of common stock and future sales of our common stock will cause
substantial dilution and may negatively affect the market price of our shares.
     The market price of the Companys common stock may decline. A lower stock price would result in
more dilution if we issue shares to raise equity capital, and could prevent us from raising
sufficient equity capital to implement our business plan.
  
    
    the construction of a commercial scale synthetic fuels plant, including the Rialto and
Natchez Projects, or other plants is not completed in a timely, economical and efficient
manner;
    
    the construction of a commercial scale synthetic fuels plant, including the Rialto and
Natchez Projects or other plants, does not yield the expected benefits to our revenues and
profits as rapidly or to the extent that may be anticipated by financial or industry
analysts, shareholders or other investors;
    
    the effect of the construction of a commercial scale synthetic fuels plant, including the
Rialto and Natchez Projects or other plants, on our consolidated financial statements is not
consistent with the expectations of financial or industry analysts, shareholders or other
investors;
    
    our significant shareholders decide to dispose of their shares of common stock because of
any of the above or other reasons; or
    
    any of the other risks referred to in this section materialize.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
   27




---



##### Table of Contents



ITEM 2.
    
    PROPERTIES
 Rentech Energy Midwest Corporation Properties
  Product Demonstration Unit Properties
  Natchez Project Property
  Office Leases
   
 ITEM 3.
    
    LEGAL PROCEEDINGS
  Michael Silbergleid v. Rentech, Inc., et
al. (In re Rentech Securities Litigation)
  28




---



##### Table of Contents



John Cobb v. D. Hunt Ramsbottom, et al. (In re
Rentech Derivative Litigation) Andrew L. Tarr v. Dennis L.
Yakobson, et al.
  
 ITEM 4.
    
    (REMOVED AND RESERVED)
  29




---



##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
  Fiscal Year Ended September 30, 2010
    
    High
    
    
    LowFirst Quarter, ended December 31, 2009
    
    $
    1.72
    
    
    $
    1.21Second Quarter, ended March 31, 2010
    
    $
    1.32
    
    
    $
    1.01Third Quarter, ended June 30, 2010
    
    $
    1.35
    
    
    $
    0.95Fourth Quarter, ended September 30, 2010
    
    $
    1.02
    
    
    $
    0.70
 Fiscal Year Ended September 30, 2009
    
    High
    
    
    LowFirst Quarter, ended December 31, 2008
    
    $
    1.31
    
    
    $
    0.46Second Quarter, ended March 31, 2009
    
    $
    0.88
    
    
    $
    0.53Third Quarter, ended June 30, 2009
    
    $
    0.73
    
    
    $
    0.51Fourth Quarter, ended September 30, 2009
    
    $
    2.40
    
    
    $
    0.46
   Company Purchases of Equity Securities
  Recent Sales of Unregistered Securities
  STOCK PERFORMANCE GRAPH
   30




---



##### Table of Contents



9/05
    
    
    9/06
    
    
    9/07
    
    
    9/08
    
    
    9/09
    
    
    9/10Rentech, Inc.
    
    
    100.00
    
    
    
    183.00
    
    
    
    85.38
    
    
    
    52.57
    
    
    
    64.03
    
    
    
    38.97NYSE Amex Composite
    
    
    100.00
    
    
    
    110.96
    
    
    
    140.03
    
    
    
    108.33
    
    
    
    113.47
    
    
    
    134.74Russell 2000
    
    
    100.00
    
    
    
    109.92
    
    
    
    123.49
    
    
    
    105.60
    
    
    
    95.52
    
    
    
    108.27New Alternative Energy Peer Group
    
    
    100.00
    
    
    
    84.85
    
    
    
    101.48
    
    
    
    84.53
    
    
    
    62.74
    
    
    
    59.87Old Peer Group
    
    
    100.00
    
    
    
    66.20
    
    
    
    44.50
    
    
    
    25.46
    
    
    
    14.20
    
    
    
    9.78New Fertilizer Peer Group
    
    
    100.00
    
    
    
    101.77
    
    
    
    251.45
    
    
    
    272.53
    
    
    
    253.23
    
    
    
    347.09
  31




---



##### Table of Contents



ITEM 6.
    
    SELECTED FINANCIAL DATA
  Fiscal Years Ended September 30,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(in thousands, except per share data)CONSOLIDATED STATEMENTS OF OPERATIONS DATARevenues
    
    $
    130,624
    
    
    $
    186,687
    
    
    $
    217,293
    
    
    $
    134,923
    
    
    $
    45,387Cost of Sales
    
    $
    105,411
    
    
    $
    125,891
    
    
    $
    160,742
    
    
    $
    119,170
    
    
    $
    44,947Gross Profit
    
    $
    25,213
    
    
    $
    60,796
    
    
    $
    56,551
    
    
    $
    15,753
    
    
    $
    440Research and Development Expense
    
    $
    19,641
    
    
    $
    21,381
    
    
    $
    64,477
    
    
    $
    43,127
    
    
    $
    12,054Loss from Continuing Operations
    
    $
    (42,271
    )
    
    $
    (93
    )
    
    $
    (59,425
    )
    
    $
    (97,038
    )
    
    $
    (40,838
    )Income from Discontinued Operations
    
    $
    9
    
    
    $
    72
    
    
    $
    91
    
    
    $
    3,150
    
    
    $
    1,265Net Loss
    
    $
    (42,262
    )
    
    $
    (21
    )
    
    $
    (59,334
    )
    
    $
    (93,888
    )
    
    $
    (39,573
    )Net Loss Attributable to Noncontrolling Interests
    
    $
    94
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Dividends
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (75
    )Net Loss Attributable to Rentech
    
    $
    (42,168
    )
    
    $
    (21
    )
    
    $
    (59,334
    )
    
    $
    (93,888
    )
    
    $
    (39,648
    )Net Income (Loss) per Common Share Attributable to Rentech:Basic:Continuing Operations (1)
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )
    
    $
    (0.64
    )
    
    $
    (0.32
    )Discontinued Operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.02
    
    
    
    0.01Net Loss
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )
    
    $
    (0.62
    )
    
    $
    (0.31
    )Diluted:Continuing Operations (1)
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )
    
    $
    (0.64
    )
    
    $
    (0.32
    )Discontinued Operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.02
    
    
    
    0.01Net Loss
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )
    
    $
    (0.62
    )
    
    $
    (0.31
    )Weighted-average shares used to compute net income (loss)
per common share:Basic and diluted
    
    
    216,069
    
    
    
    174,445
    
    
    
    165,480
    
    
    
    151,356
    
    
    
    127,174CONSOLIDATED BALANCE SHEET DATAWorking Capital
    
    $
    22,656
    
    
    $
    12,032
    
    
    $
    21,484
    
    
    $
    37,960
    
    
    $
    65,316Construction in Progress
    
    $
    41,098
    
    
    $
    28,037
    
    
    $
    19,960
    
    
    $
    4,293
    
    
    $
    3,917Total Assets
    
    $
    200,515
    
    
    $
    200,600
    
    
    $
    203,863
    
    
    $
    157,064
    
    
    $
    148,408Total Long-Term Liabilities
    
    $
    98,520
    
    
    $
    46,759
    
    
    $
    95,819
    
    
    $
    39,713
    
    
    $
    29,565Total Rentech Stockholders Equity
    
    $
    37,920
    
    
    $
    68,236
    
    
    $
    15,002
    
    
    $
    67,250
    
    
    $
    103,294
 
 (1)
    
    Includes dividends.  32




---



##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW OF OUR FINANCIAL CONDITION, LIQUIDITY, AND RESULTS OF OPERATIONS
    CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition
    33




---



##### Table of Contents



Inventories
 Valuation of Financial Assets, Long-Lived Assets and Intangible Assets.
 Stock Based Compensation
 Deferred Income Taxes
 Business Segments
   34




---



##### Table of Contents



FISCAL YEAR 2010 COMPARED TO FISCAL YEAR 2009
 Continuing Operations:
 Revenues
 For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Revenues:Product shipments
    
    $
    128,091
    
    
    $
    184,071Natural gas sales of excess inventory
    
    
    2,004
    
    
    
    2,378Total nitrogen products manufacturing
    
    $
    130,095
    
    
    $
    186,449Alternative energy
    
    
    529
    
    
    
    238Total revenues
    
    $
    130,624
    
    
    $
    186,687
 For the Year Ended
    
    
    For the Year EndedSeptember 30, 2010
    
    
    September 30, 2009Tons
    
    
    Revenue
    
    
    Tons
    
    
    Revenue(in thousands)
    
    
    (in thousands)Product Shipments:Ammonia
    
    
    153
    
    
    $
    57,318
    
    
    
    126
    
    
    $
    91,413Urea Ammonium Nitrate
    
    
    294
    
    
    
    52,341
    
    
    
    267
    
    
    
    71,185Urea (liquid and granular)
    
    
    32
    
    
    
    12,562
    
    
    
    36
    
    
    
    15,876Carbon Dioxide
    
    
    107
    
    
    
    2,780
    
    
    
    95
    
    
    
    2,571Nitric Acid
    
    
    11
    
    
    
    3,090
    
    
    
    9
    
    
    
    3,026Total
    
    
    597
    
    
    $
    128,091
    
    
    
    533
    
    
    $
    184,071
 Nitrogen products manufacturing.
   Alternative Energy.
  35




---



##### Table of Contents



Cost of Sales
 For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Cost of sales:Product shipments
    
    $
    98,448
    
    
    $
    99,117Turnaround expenses
    
    
    3,955
    
    
    
    Natural gas sales of excess inventory
    
    
    2,259
    
    
    
    3,996Natural gas sales with simultaneous purchase
    
    
    57
    
    
    
    22,775Total nitrogen products manufacturing
    
    
    104,719
    
    
    
    125,888Alternative energy
    
    
    692
    
    
    
    3Total cost of sales
    
    $
    105,411
    
    
    $
    125,891
 Nitrogen Products Manufacturing
    Alternative Energy.
 Gross Profit
 For the Years Ended 
September 30,2010
    
    
    2009(in thousands)Gross profit (loss):Product shipments
    
    $
    29,643
    
    
    $
    84,954Turnaround expenses
    
    
    (3,955
    )
    
    
    Natural gas sales of excess inventory
    
    
    (255
    )
    
    
    (1,618
    )Natural gas sales with simultaneous purchase
    
    
    (57
    )
    
    
    (22,775
    )Total nitrogen products manufacturing
    
    
    25,376
    
    
    
    60,561Alternative energy
    
    
    (163
    )
    
    
    235Total gross profit
    
    $
    25,213
    
    
    $
    60,796
 Nitrogen Products Manufacturing.
 Operating Expenses
 For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Operating expenses:Selling, general and administrative
    
    $
    28,410
    
    
    $
    24,061Depreciation and amortization
    
    
    1,947
    
    
    
    1,478Research and development
    
    
    19,641
    
    
    
    21,381Other project costs
    
    
    1,095
    
    
    
    Loss on impairment
    
    
    95
    
    
    
    Loss on disposal of property, plant and equipment
    
    
    191
    
    
    
    17Total operating expenses
    
    $
    51,379
    
    
    $
    46,937
  36




---



##### Table of Contents



Selling, General and Administrative Expenses.
 Depreciation and Amortization
 Research and Development
 Other Project Costs
 Loss on Impairment
 Operating Income (Loss)
 For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Operating income (loss):Product shipments
    
    $
    26,070
    
    
    $
    81,354Turnaround expenses
    
    
    (3,955
    )
    
    
    Natural gas sales of excess inventory
    
    
    (255
    )
    
    
    (1,618
    )Natural gas sales with simultaneous purchase
    
    
    (57
    )
    
    
    (22,775
    )Total nitrogen products manufacturing
    
    
    21,803
    
    
    
    56,961Alternative energy
    
    
    (47,969
    )
    
    
    (43,102
    )Total operating income (loss)
    
    $
    (26,166
    )
    
    $
    13,859
 Nitrogen Products Manufacturing.
 Alternative Energy.
  37




---



##### Table of Contents



Other Income (Expense), Net
 For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Other income (expense), net:Interest and dividend income
    
    $
    212
    
    
    $
    561Interest expense
    
    
    (14,235
    )
    
    
    (14,099
    )Loss on debt extinguishment
    
    
    (2,268
    )
    
    
    Realized loss, net on sale of investments
    
    
    (1,231
    )
    
    
    Gain on equity method investment
    
    
    1,909
    
    
    
    Other income (expense), net
    
    
    63
    
    
    
    (269
    )Total other income (expense), net
    
    $
    (15,550
    )
    
    $
    (13,807
    )
  FISCAL YEAR 2009 COMPARED TO FISCAL YEAR 2008
 Continuing Operations:
 Revenues
 For the Years EndedSeptember 30,2009
    
    
    2008(in thousands)Revenues:Product shipments
    
    $
    184,071
    
    
    $
    212,937Natural gas sales of excess inventory
    
    
    2,378
    
    
    
    3,678Total nitrogen products manufacturing
    
    $
    186,449
    
    
    $
    216,615Alternative energy
    
    
    238
    
    
    
    678Total revenues
    
    $
    186,687
    
    
    $
    217,293
 For the Year Ended
    
    
    For the Year EndedSeptember 30, 2009
    
    
    September 30, 2008Tons
    
    
    Revenue
    
    
    Tons
    
    
    Revenue(in thousands)
    
    
    (in thousands)Product Shipments:Ammonia
    
    
    126
    
    
    $
    91,413
    
    
    
    173
    
    
    $
    93,198Urea Ammonium Nitrate
    
    
    267
    
    
    
    71,185
    
    
    
    313
    
    
    
    96,370Urea (liquid and granular)
    
    
    36
    
    
    
    15,876
    
    
    
    34
    
    
    
    16,310Carbon Dioxide
    
    
    95
    
    
    
    2,571
    
    
    
    109
    
    
    
    2,860Nitric Acid
    
    
    9
    
    
    
    3,026
    
    
    
    14
    
    
    
    4,199Total
    
    
    533
    
    
    $
    184,071
    
    
    
    643
    
    
    $
    212,937
 Nitrogen products manufacturing.
   38




---



##### Table of Contents



Alternative Energy.
 Cost of Sales
 For the Years EndedSeptember 30,2009
    
    
    2008(in thousands)Cost of sales:Product shipments
    
    $
    99,117
    
    
    $
    153,862Natural gas sales of excess inventory
    
    
    3,996
    
    
    
    3,731Natural gas sales with simultaneous purchase
    
    
    22,775
    
    
    
    3,040Total nitrogen products manufacturing
    
    
    125,888
    
    
    
    160,633Alternative energy
    
    
    3
    
    
    
    109Total cost of sales
    
    $
    125,891
    
    
    $
    160,742
 Nitrogen Products Manufacturing
   Alternative Energy.
 Gross Profit
 For the Years Ended 
September 30,2009
    
    
    2008(in thousands)Gross profit (loss):Product shipments
    
    $
    84,954
    
    
    $
    59,075Natural gas sales of excess inventory
    
    
    (1,618
    )
    
    
    (53
    )Natural gas sales with simultaneous purchase
    
    
    (22,775
    )
    
    
    (3,040
    )Total nitrogen products manufacturing
    
    
    60,561
    
    
    
    55,982Alternative energy
    
    
    235
    
    
    
    569Total gross profit
    
    $
    60,796
    
    
    $
    56,551
 Nitrogen Products Manufacturing.
 Alternative Energy.
  39




---



##### Table of Contents



Operating Expenses
 For the Years EndedSeptember 30,2009
    
    
    2008(in thousands)Operating expenses:Selling, general and administrative
    
    $
    24,061
    
    
    $
    33,352Depreciation and amortization
    
    
    1,478
    
    
    
    1,184Research and development
    
    
    21,381
    
    
    
    64,477Loss on impairment
    
    
    
    
    
    
    9,482Loss on disposal of property, plant and equipment
    
    
    17
    
    
    
    5Recovery of payment to vendor
    
    
    
    
    
    
    (1,473
    )Total operating expenses
    
    $
    46,937
    
    
    $
    107,027
 Selling, General and Administrative Expenses.
 Depreciation and Amortization
 Research and Development
 Loss on Impairment
 Recovery of Payment to Vendor
  40




---



##### Table of Contents



Operating Income (Loss)
 For the Years EndedSeptember 30,2009
    
    
    2008(in thousands)Operating income (loss):Product shipments
    
    $
    81,354
    
    
    $
    55,829Natural gas sales of excess inventory
    
    
    (1,618
    )
    
    
    (53
    )Natural gas sales with simultaneous purchase
    
    
    (22,775
    )
    
    
    (3,040
    )Total nitrogen products manufacturing
    
    
    56,961
    
    
    
    52,736Alternative energy
    
    
    (43,102
    )
    
    
    (103,212
    )Total operating income (loss)
    
    $
    13,859
    
    
    $
    (50,476
    )
 Nitrogen Products Manufacturing.
 Alternative Energy.
 Other Income (Expense), Net
 For the Years EndedSeptember 30,2009
    
    
    2008(in thousands)Other income (expense), net:Interest and dividend income
    
    $
    561
    
    
    $
    1,849Interest expense
    
    
    (14,099
    )
    
    
    (7,894
    )Loss on investments
    
    
    
    
    
    
    (3,011
    )Other income (expense), net
    
    
    (269
    )
    
    
    120Total other income (expense), net
    
    $
    (13,807
    )
    
    $
    (8,936
    )
 Interest Income.
 Interest Expense.
 Loss on Investments
 Other Income (Expense).
 INFLATION
  ANALYSIS OF CASH FLOWS
  For the Years EndedSeptember 30,2010
    
    
    2009(in thousands)Net Cash Provided by (Used in):Operating activities
    
    $
    (9,576
    )
    
    $
    4,370Investing activities
    
    
    (24,624
    )
    
    
    (20,313
    )Financing activities
    
    
    19,229
    
    
    
    21,338Net Increase (Decrease) in Cash
    
    $
    (14,971
    )
    
    $
    5,395
  41




---



##### Table of Contents



Cash Flows From Operating Activities
 Net Loss.
 Write-off of Deferred Lease Costs.
 Non-Cash Interest Expense.
 Loss on Debt Extinguishment.
 Property Insurance Claim Receivable.
 Inventories.
 Deposits on Gas Contracts.
 Deferred Revenue.
 Cash Flows From Investing Activities
 Proceeds from Sale of Available for Sale Securities
 Purchase of Property, Plant, Equipment and Construction in Progress.
 Cash Flows From Financing Activities
 Proceeds from and Retirement of Term Loan.
 Debt Issuance Costs.
  42




---



##### Table of Contents



Payments on Line of Credit on Available for Sale Securities.
 LIQUIDITY AND CAPITAL RESOURCES
 Sources of Liquidity
       43




---



##### Table of Contents



Liquidity Requirements
 Short-Term Liquidity Requirements
   Long-Term Liquidity Requirements
  
    
    REMC and its subsidiaries cannot spend more than a specified maximum amount of capital
expenditures in each fiscal year. From October 1, 2010 through September 30, 2012, the
aggregate limit on capital expenditures is $33 million, and such limit varies each
succeeding fiscal year. For the nine months ended September 30, 2010, REMC incurred $5.6
million of capital expenditures against a limit of $6 million. If REMC and its
subsidiaries do not expend the maximum amount of capital expenditures permitted for any
period, then the unused amount from that period may be carried forward to the subsequent
period;
  44




---



##### Table of Contents




    
    REMC and its subsidiaries must maintain a minimum interest coverage ratio for any
period of four consecutive fiscal quarters. For fiscal year 2011, the minimum interest
coverage ratio requirement ranges from 3.10:1.00 to 4.10:1.00 for the applicable
measurement periods. At September 30, 2010, our actual interest coverage ratio was
4.26:1.00;
    
    REMC and its subsidiaries cannot exceed a maximum leverage ratio as of the last day of
any period of four consecutive fiscal quarters. The maximum leverage ratio is calculated
by dividing the outstanding principal amount of the loans under the 2010 Credit
Agreement, as amended, by EBITDA, as defined in the 2010 Credit Agreement, as amended.
For fiscal year 2011, the maximum leverage ratio requirement ranges from
2.50:1.00 to 1.80:1.00 for the applicable measurement periods. At September 30, 2010, our
actual leverage ratio was 1.95:1.00; and
    
    REMC must maintain at least $7.5 million of unrestricted cash and permitted
investments. At September 30, 2010, REMC had $34.9 million of unrestricted cash and
permitted investments.
 CONTRACTUAL OBLIGATIONS
  Less than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in thousands)Continuing OperationsTerm loan debt (1)
    
    $
    63,291
    
    
    $
    14,268
    
    
    $
    46,766
    
    
    $
    2,257
    
    
    $
    Long-term convertible debt (2)
    
    
    57,500
    
    
    
    
    
    
    
    57,500
    
    
    
    
    
    
    
    Interest payments on debt
    
    
    18,783
    
    
    
    9,222
    
    
    
    9,487
    
    
    
    74
    
    
    
    Natural gas (3)
    
    
    15,294
    
    
    
    15,294
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations (4)
    
    
    19,759
    
    
    
    19,759
    
    
    
    
    
    
    
    
    
    
    
    Asbestos removal (5)
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    268Operating leases
    
    
    4,678
    
    
    
    1,108
    
    
    
    1,964
    
    
    
    1,606
    
    
    
    Gas and electric fixed charges (6)
    
    
    497
    
    
    
    371
    
    
    
    105
    
    
    
    21
    
    
    
    Capital lease
    
    
    322
    
    
    
    322
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    180,392
    
    
    $
    60,344
    
    
    $
    115,822
    
    
    $
    3,958
    
    
    $
    268
 
 (1)
    
    The amount presented represents outstanding borrowings under the 2010
Credit Agreement as amended by the First Amendment. Borrowings under
the 2010 Credit Agreement bear interest at a variable rate based upon
either LIBOR or the lenders alternative base rate, plus in each case
an applicable margin. Subsequent to September 30, 2010, the Company
and REMC entered into the Second Amendment and Waiver and the Second
Incremental Loan Agreement which resulted in REMC borrowing an
additional $52 million and concurrently making a prepayment of $20
million (see Note 22 in the Notes to the Consolidated Financial
Statements).(2)
    
    We have issued $57,500,000 principal amount of Convertible Senior
Notes Due 2013. The notes bear interest at the rate of 4.00% per year
on the principal amount of the notes, payable in cash semi-annually in
arrears on April 15 and October 15 of each year. Holders may convert
their notes into shares of our common stock (or cash or a combination
of cash and shares of common stock, if we so elect) at an initial
conversion rate of 249.2522 shares of our common stock per $1,000
principal amount of notes (which represents a conversion price of
approximately $4.0120 per share of common stock), under the
circumstances described in the notes.(3)
    
    As of September 30, 2010 we had entered into multiple natural gas
supply contracts for various delivery dates through March 31, 2011.
Subsequent to September 30, 2010, we entered into additional contracts
of approximately $3.0 million with delivery dates through December 31,
2010.  45




---



##### Table of Contents



(4)
    
    The amount presented represents certain open purchase orders with our
vendors. Not all of our open purchase orders are purchase obligations,
since some of the orders are not enforceable or legally binding on us
until the goods are received or the services are provided.(5)
    
    We have a legal obligation to handle and dispose of asbestos at our
East Dubuque Plant and Natchez Project in a special manner when
undergoing major or minor renovations or when buildings at these
locations are demolished, even though the timing and method of
settlement are conditional on future events that may or may not be in
our control. As a result, we have developed an estimate for a
conditional obligation for this disposal. In addition, we, through our
normal repair and maintenance program, may encounter situations in
which we are required to remove asbestos in order to complete other
work. We applied the expected present value technique to calculate the
fair value of the asset retirement obligation for each property and,
accordingly, the asset and related obligation for each property have
been recorded. Since we own both properties and currently have no
plans to dispose of the properties, the obligation is considered
long-term and, therefore, considered to be incurred more than five
years after September 30, 2010.(6)
    
    As part of the gas transportation and electric supply contracts that
we have entered into, we must also pay monthly fixed charges over the
term of the contracts. Subsequent to September 30, 2010, we entered
into a new five-year gas transportation contract which would require
us to pay $2.4 million in fixed charges over the term of the contract.       46




---



##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
  Recent Accounting Pronouncements From Financial Statement Disclosures
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
 Commodity Price Risk.
 Alternative Energy.
  47




---



##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 RENTECH, INC.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageConsolidated Financial Statements:Reports of Independent Registered Public Accounting Firms
    
    
    49Consolidated Balance Sheets
    
    
    51Consolidated Statements of Operations
    
    
    52Consolidated Statements of Stockholders Equity
    
    
    53Consolidated Statements of Cash Flows
    
    
    54Notes to Consolidated Financial Statements
    
    
    56Financial Statement Schedules:Schedule I  Condensed Financial Information (Parent Entity Only)
    
    
    90Schedule II  Valuation and Qualifying Accounts for the years ended September 30, 2010, 2009 and 2008
    
    
    94
  48




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
      
  49




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               50




---



##### Table of Contents



RENTECH, INC.
 
 Consolidated Balance Sheets
 (Amounts in thousands, except per share data)
 As of September 30,2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    $
    54,146
    
    
    $
    69,117Restricted cash, short-term
    
    
    100
    
    
    
    150Accounts receivable, net of allowance for
doubtful accounts of $100 and $0 at September
30, 2010 and 2009, respectively
    
    
    9,586
    
    
    
    9,757Inventories
    
    
    6,966
    
    
    
    12,222Deposits on gas contracts
    
    
    2,353
    
    
    
    724Prepaid expenses and other current assets
    
    
    5,699
    
    
    
    3,858Other receivables, net
    
    
    448
    
    
    
    1,809Total current assets
    
    
    79,298
    
    
    
    97,637Property, plant and equipment, net
    
    
    55,299
    
    
    
    54,249Construction in progress
    
    
    41,098
    
    
    
    28,037Other assetsOther assets and deposits
    
    
    17,599
    
    
    
    14,677Goodwill
    
    
    6,660
    
    
    
    Deferred income taxes
    
    
    561
    
    
    
    Available for sale securities, non-current
    
    
    
    
    
    
    6,000Total other assets
    
    
    24,820
    
    
    
    20,677Total assets
    
    $
    200,515
    
    
    $
    200,600LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    6,425
    
    
    $
    5,495Accrued payroll and benefits
    
    
    5,786
    
    
    
    6,204Accrued liabilities
    
    
    13,515
    
    
    
    11,801Capital lease obligation
    
    
    322
    
    
    
    Line of credit on available for sale securities
    
    
    
    
    
    
    4,532Deferred revenue
    
    
    14,473
    
    
    
    18,203Accrued interest
    
    
    2,725
    
    
    
    2,930Deferred income taxes
    
    
    561
    
    
    
    Current portion of long-term debt and term loan
    
    
    12,835
    
    
    
    36,440Total current liabilities
    
    
    56,642
    
    
    
    85,605Long-term liabilitiesLong-term debt, net of current portion
    
    
    
    
    
    
    907Term loan, net of current portion
    
    
    48,040
    
    
    
    Long-term convertible debt to stockholders
    
    
    42,163
    
    
    
    37,717Advance for equity investment
    
    
    7,892
    
    
    
    7,892Other long-term liabilities
    
    
    425
    
    
    
    243Total long-term liabilities
    
    
    98,520
    
    
    
    46,759Total liabilities
    
    
    155,162
    
    
    
    132,364Commitments and contingencies(Note 13)Stockholders equityPreferred stock  $10 par value; 1,000 shares
authorized; 90 series A convertible preferred
shares authorized and issued; no shares
outstanding and $0 liquidation preference
    
    
    
    
    
    
    Series C participating cumulative preferred
stock  $10 par value; 500 shares authorized;
no shares issued and outstanding
    
    
    
    
    
    
    Common stock  $.01 par value; 450,000 and
350,000 shares authorized at September 30,
2010 and 2009,
respectively; 221,731 and 212,696 shares
issued and outstanding at
September 30, 2010 and 2009, respectively
    
    
    2,217
    
    
    
    2,127Additional paid-in capital
    
    
    332,696
    
    
    
    320,934Accumulated deficit
    
    
    (296,993
    )
    
    
    (254,825
    )Total Rentech stockholders equity
    
    
    37,920
    
    
    
    68,236Noncontrolling interests
    
    
    7,433
    
    
    
    Total equity
    
    
    45,353
    
    
    
    68,236Total liabilities and stockholders equity
    
    $
    200,515
    
    
    $
    200,600
   51




---



##### Table of Contents



RENTECH, INC.
 
 Consolidated Statements of Operations
 (Amounts in thousands, except per share data)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008RevenuesProduct sales
    
    $
    130,095
    
    
    $
    186,449
    
    
    $
    216,615Service revenues
    
    
    529
    
    
    
    238
    
    
    
    678Total revenues
    
    
    130,624
    
    
    
    186,687
    
    
    
    217,293Cost of salesProduct sales
    
    
    104,719
    
    
    
    125,888
    
    
    
    160,633Service revenues
    
    
    692
    
    
    
    3
    
    
    
    109Total cost of sales
    
    
    105,411
    
    
    
    125,891
    
    
    
    160,742Gross profit
    
    
    25,213
    
    
    
    60,796
    
    
    
    56,551Operating expensesSelling, general and administrative expense
    
    
    28,410
    
    
    
    24,061
    
    
    
    33,352Depreciation and amortization
    
    
    1,947
    
    
    
    1,478
    
    
    
    1,184Research and development
    
    
    19,641
    
    
    
    21,381
    
    
    
    64,477Other project costs
    
    
    1,095
    
    
    
    
    
    
    
    Loss on impairment
    
    
    95
    
    
    
    
    
    
    
    9,482Loss on disposal of property, plant and equipment
    
    
    191
    
    
    
    17
    
    
    
    5Recovery of payment to vendor
    
    
    
    
    
    
    
    
    
    
    (1,473
    )Total operating expenses
    
    
    51,379
    
    
    
    46,937
    
    
    
    107,027Operating income (loss)
    
    
    (26,166
    )
    
    
    13,859
    
    
    
    (50,476
    )Other income (expenses), netInterest and dividend income
    
    
    212
    
    
    
    561
    
    
    
    1,849Interest expense
    
    
    (14,235
    )
    
    
    (14,099
    )
    
    
    (7,894
    )Loss on debt extinguishment
    
    
    (2,268
    )
    
    
    
    
    
    
    Loss on investments
    
    
    (1,231
    )
    
    
    
    
    
    
    (3,011
    )Gain on equity method investment
    
    
    1,909
    
    
    
    
    
    
    
    Other income (expense), net
    
    
    63
    
    
    
    (269
    )
    
    
    120Total other income (expenses), net
    
    
    (15,550
    )
    
    
    (13,807
    )
    
    
    (8,936
    )Loss from continuing operations before income taxes and equity in net loss
of investee company
    
    
    (41,716
    )
    
    
    52
    
    
    
    (59,412
    )Income tax expense
    
    
    11
    
    
    
    61
    
    
    
    13Loss from continuing operations before equity in net loss of investee company
    
    
    (41,727
    )
    
    
    (9
    )
    
    
    (59,425
    )Equity in net loss of investee company
    
    
    544
    
    
    
    84
    
    
    
    Loss from continuing operations
    
    
    (42,271
    )
    
    
    (93
    )
    
    
    (59,425
    )Income from discontinued operations
    
    
    9
    
    
    
    72
    
    
    
    91Net loss
    
    
    (42,262
    )
    
    
    (21
    )
    
    
    (59,334
    )Net loss attributable to noncontrolling interests
    
    
    94
    
    
    
    
    
    
    
    Net loss attributable to Rentech
    
    $
    (42,168
    )
    
    $
    (21
    )
    
    $
    (59,334
    )Net income (loss) per common share attributable to Rentech:Basic:Continuing operations
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Net loss
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )Diluted:Continuing operations
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Net loss
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.36
    )Weighted-average shares used to compute net income (loss) per common share:Basic and diluted
    
    
    216,069
    
    
    
    174,445
    
    
    
    165,480
   52




---



##### Table of Contents



RENTECH, INC.
 
 Consolidated Statements of Stockholders Equity
 (Amounts in thousands)
 Additional
    
    
    
    
    
    
    
    
    
    
    Total Rentech
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Notes
    
    
    Accumulated
    
    
    Stockholders
    
    
    Noncontrolling
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Receivable
    
    
    Deficit
    
    
    Equity
    
    
    Interests
    
    
    EquityBalance, September 30, 2007
    
    
    163,805
    
    
    $
    1,638
    
    
    $
    261,082
    
    
    $
    
    
    
    $
    (195,470
    )
    
    $
    67,250
    
    
    $
    
    
    
    $
    67,250Issuance of common stock
    
    
    748
    
    
    
    7
    
    
    
    790
    
    
    
    (606
    )
    
    
    
    
    
    
    191
    
    
    
    
    
    
    
    191Common stock issued for stock options exercised
    
    
    235
    
    
    
    2
    
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    282
    
    
    
    
    
    
    
    282Common stock issued for warrants exercised
    
    
    1,142
    
    
    
    12
    
    
    
    1,317
    
    
    
    
    
    
    
    
    
    
    
    1,329
    
    
    
    
    
    
    
    1,329Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,740
    
    
    
    
    
    
    
    
    
    
    
    5,740
    
    
    
    
    
    
    
    5,740Restricted stock units
    
    
    758
    
    
    
    8
    
    
    
    (464
    )
    
    
    
    
    
    
    
    
    
    
    (456
    )
    
    
    
    
    
    
    (456
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59,334
    )
    
    
    (59,334
    )
    
    
    
    
    
    
    (59,334
    )Balance, September 30, 2008
    
    
    166,688
    
    
    $
    1,667
    
    
    $
    268,745
    
    
    $
    (606
    )
    
    $
    (254,804
    )
    
    $
    15,002
    
    
    $
    
    
    
    $
    15,002Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (1,583
    )
    
    
    
    
    
    
    
    
    
    
    (1,583
    )
    
    
    
    
    
    
    (1,583
    )Issuance of common stock
    
    
    45,606
    
    
    
    456
    
    
    
    49,190
    
    
    
    
    
    
    
    
    
    
    
    49,646
    
    
    
    
    
    
    
    49,646Common stock issued for stock options exercised
    
    
    95
    
    
    
    1
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    133
    
    
    
    
    
    
    
    133Rescission of previously issued common stock
and related notes receivable
    
    
    (400
    )
    
    
    (4
    )
    
    
    (604
    )
    
    
    606
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Warrants granted
    
    
    
    
    
    
    
    
    
    
    2,255
    
    
    
    
    
    
    
    
    
    
    
    2,255
    
    
    
    
    
    
    
    2,255Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    
    
    
    
    2,955Restricted stock units
    
    
    707
    
    
    
    7
    
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    (149
    )
    
    
    
    
    
    
    (149
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    (21
    )
    
    
    
    
    
    
    (21
    )Balance, September 30, 2009
    
    
    212,696
    
    
    $
    2,127
    
    
    $
    320,934
    
    
    $
    
    
    
    $
    (254,825
    )
    
    $
    68,236
    
    
    $
    
    
    
    $
    68,236Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    (376
    )Issuance of common stock
    
    
    6,689
    
    
    
    67
    
    
    
    6,169
    
    
    
    
    
    
    
    
    
    
    
    6,236
    
    
    
    
    
    
    
    6,236Common stock issued for stock options exercised
    
    
    15
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    16Common stock issued for warrants exercised
    
    
    2,080
    
    
    
    20
    
    
    
    1,108
    
    
    
    
    
    
    
    
    
    
    
    1,128
    
    
    
    
    
    
    
    1,128Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,095
    
    
    
    
    
    
    
    
    
    
    
    5,095
    
    
    
    
    
    
    
    5,095Restricted stock units
    
    
    251
    
    
    
    3
    
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    (247
    )
    
    
    
    
    
    
    (247
    )Noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,527
    
    
    
    7,527Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,168
    )
    
    
    (42,168
    )
    
    
    (94
    )
    
    
    (42,262
    )Balance, September 30, 2010
    
    
    221,731
    
    
    $
    2,217
    
    
    $
    332,696
    
    
    $
    
    
    
    $
    (296,993
    )
    
    $
    37,920
    
    
    $
    7,433
    
    
    $
    45,353
   53




---



##### Table of Contents



RENTECH, INC.
 
 Consolidated Statements of Cash Flows
 (Amounts in thousands)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (42,262
    )
    
    $
    (21
    )
    
    $
    (59,334
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activitiesDepreciation and amortization
    
    
    12,051
    
    
    
    9,758
    
    
    
    9,545Accretion expense
    
    
    31
    
    
    
    
    
    
    
    Impairment of assets
    
    
    95
    
    
    
    
    
    
    
    9,482Recovery of payment to vendor
    
    
    
    
    
    
    
    
    
    
    (1,473
    )Utilization of spare parts
    
    
    1,521
    
    
    
    1,677
    
    
    
    1,000Bad debt expense
    
    
    105
    
    
    
    5
    
    
    
    571Loss on disposal of property, plant and equipment
    
    
    191
    
    
    
    17
    
    
    
    5Write-off of deferred lease costs
    
    
    1,095
    
    
    
    
    
    
    
    Non-cash interest expense
    
    
    7,605
    
    
    
    6,944
    
    
    
    4,111(Reversal of) non-cash marketing expense
    
    
    
    
    
    
    (380
    )
    
    
    380Loss on debt extinguishment
    
    
    2,268
    
    
    
    
    
    
    
    Gain on equity method investment
    
    
    (1,909
    )
    
    
    
    
    
    
    Loss on investments
    
    
    1,231
    
    
    
    
    
    
    
    3,011Stock-based compensation
    
    
    5,095
    
    
    
    2,955
    
    
    
    5,740Gain on sale of discontinued operations
    
    
    (9
    )
    
    
    (72
    )
    
    
    (91
    )Equity in net loss of investee company
    
    
    544
    
    
    
    84
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (928
    )
    
    
    2,951
    
    
    
    (1,594
    )Property insurance claim receivable
    
    
    1,795
    
    
    
    (1,795
    )
    
    
    Other receivables and receivable from related party
    
    
    (189
    )
    
    
    29
    
    
    
    2,465Inventories
    
    
    4,684
    
    
    
    5,278
    
    
    
    (4,183
    )Deposits on gas contracts
    
    
    (1,629
    )
    
    
    17,644
    
    
    
    (17,673
    )Prepaid expenses and other assets
    
    
    1,055
    
    
    
    2,186
    
    
    
    3,686Accounts payable
    
    
    968
    
    
    
    (2,535
    )
    
    
    (4,016
    )Deferred revenue
    
    
    (3,730
    )
    
    
    (44,605
    )
    
    
    40,349Accrued interest
    
    
    (205
    )
    
    
    1,096
    
    
    
    773Accrued liabilities, accrued payroll and other
    
    
    951
    
    
    
    3,154
    
    
    
    (587
    )Net cash provided by (used in) operating activities
    
    
    (9,576
    )
    
    
    4,370
    
    
    
    (7,833
    )Cash flows from investing activitiesPurchases of available for sale securities
    
    
    
    
    
    
    
    
    
    
    (513
    )Proceeds from sales of available for sale securities
    
    
    4,769
    
    
    
    
    
    
    
    13,762Purchase of property, plant, equipment and construction in progress
    
    
    (27,463
    )
    
    
    (18,720
    )
    
    
    (31,300
    )Proceeds from disposal of property, plant and equipment
    
    
    2,153
    
    
    
    983
    
    
    
    Proceeds
from variable interest entity consolidation
    
    
    222
    
    
    
    
    
    
    
    Payments for acquisition
    
    
    
    
    
    
    (949
    )
    
    
    Other items
    
    
    (4,305
    )
    
    
    (1,627
    )
    
    
    857Net cash used in investing activities
    
    
    (24,624
    )
    
    
    (20,313
    )
    
    
    (17,194
    )
   54




---



##### Table of Contents



RENTECH, INC.
Consolidated Statements of Cash Flows  Continued  (Amounts in thousands)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Cash flows from financing activitiesProceeds from term loan, net of original issue discount
    
    
    64,425
    
    
    
    
    
    
    
    49,903Retirement of term loan, including costs
    
    
    (38,040
    )
    
    
    
    
    
    
    Proceeds from line of credit on available for sale securities
    
    
    
    
    
    
    
    
    
    
    4,758Proceeds from issuance of common stock
    
    
    6,236
    
    
    
    41,378
    
    
    
    2Payments of offering costs
    
    
    (376
    )
    
    
    (1,583
    )
    
    
    Proceeds from options and warrants exercised
    
    
    1,144
    
    
    
    133
    
    
    
    1,611Payment of debt issuance costs
    
    
    (4,061
    )
    
    
    
    
    
    
    (453
    )Payments on notes payable for financed insurance premiums
    
    
    (1,785
    )
    
    
    (2,455
    )
    
    
    (745
    )Payments on line of credit on available for sale securities
    
    
    (4,532
    )
    
    
    (226
    )
    
    
    Payments on debt and notes payable
    
    
    (5,140
    )
    
    
    (15,909
    )
    
    
    (19
    )Proceeds
from bridge financing instrument for the variable interest entity
    
    
    1,500
    
    
    
    
    
    
    
    Payments on capital lease
    
    
    (142
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    19,229
    
    
    
    21,338
    
    
    
    55,057Increase (decrease) in cash
    
    
    (14,971
    )
    
    
    5,395
    
    
    
    30,030Cash and cash equivalents, beginning of year
    
    
    69,117
    
    
    
    63,722
    
    
    
    33,692Cash and cash equivalents, end of year
    
    $
    54,146
    
    
    $
    69,117
    
    
    $
    63,722
  For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Cash payments of interestNet of capitalized interest of $2,907 (2010), $2,160 (2009) and $907 (2008)
    
    $
    9,701
    
    
    $
    8,088
    
    
    $
    3,894Cash payments of income taxes from continuing operations
    
    $
    30
    
    
    $
    30
    
    
    $
    32
  For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Payment of loan fees through reduction of proceeds
    
    $
    
    
    
    $
    
    
    
    $
    3,097Purchase of insurance policies financed with notes payable
    
    
    1,893
    
    
    
    2,204
    
    
    
    1,719Warrants granted in connection with amendment to term loan
    
    
    
    
    
    
    1,626
    
    
    
    Warrants granted in connection with equity investment
    
    
    
    
    
    
    629
    
    
    
    Rescission of notes receivable on repurchase of common stock
    
    
    
    
    
    
    606
    
    
    
    Issuance of common stock for notes receivable
    
    
    
    
    
    
    
    
    
    
    606Restricted stock units surrendered for withholding taxes payable
    
    
    247
    
    
    
    149
    
    
    
    456Consolidation of variable interest entity
    
    
    6,134
    
    
    
    
    
    
    
    Acquisition, which includes issuance of common stock
    
    
    
    
    
    
    8,292
    
    
    
    Purchase of common stock warrants paid through the reduction of loan fees
    
    
    
    
    
    
    50
    
    
    
    Issuance of common stock for debt conversion
    
    
    
    
    
    
    
    
    
    
    189Capital lease on software
    
    
    464
    
    
    
    
    
    
    
    Cashless exercise of warrants
    
    
    8
    
    
    
    
    
    
    
    
   55




---



##### Table of Contents



RENTECH, INC.
 
 Notes to Consolidated Financial Statements
 Note 1  Description of Business
 Description of Business
   Principles of Consolidation
  Presentation
  Note 2  Summary of Certain Significant Accounting Policies
 Use of Estimates
  Concentration of Business and Credit Risk
   56




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
   Fair Value of Financial Instruments
    Revenue Recognition
      57




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Deferred Revenue
  Cost of Sales
  Natural Gas
  Inventories
   Spare Parts
  Cash and Cash Equivalents
   58




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Restricted Cash
  Available for Sale Securities
  Accounts Receivable
  Allowance for Doubtful Accounts
  Property, Plant and Equipment
  Type of Asset
    
    Estimated Useful LifeBuilding and building improvements
    
    15-40 yearsLand improvements
    
    15-20 yearsMachinery and equipment
    
    5-10 yearsFurniture, fixtures and office equipment
    
    7-10 yearsComputer equipment and software
    
    3-5 yearsVehicles
    
    3-5 yearsSpare parts
    
    Useful life of the spare parts or the related equipmentLeasehold improvements
    
    Useful life or remaining lease term whichever is shorterAmmonia catalyst
    
    3-10 yearsPlatinum catalyst
    
    Based on units of production
   59




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Construction in Progress
   Impairment of Long-Lived Assets
  Software Capitalization
   Grants
  Licensed Technology and Technology Rights
   Patents
  Goodwill
 Business Combinations
   60




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Leases
  Advertising Costs
  Research and Development Expenses
    Income Taxes
   Net Income (Loss) Per Common Share Attributable To Rentech
  Variable Interest Entities
   61




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Business Combinations
  Recent Accounting Pronouncements
       62




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  Note 3  Discontinued Operations
   Note 4  Available for Sale Securities
     63




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
    As of September 30, 2009Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsTotal Fair Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3(in thousands)Available for sale securities, non-current
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    $
    6,000
  Balance at September 30, 2009
    
    $
    6,000Net purchases and sales
    
    
    (6,000
    )Balance at September 30, 2010
    
    $
    
   Note 5  Accounts Receivable
  As of September 30,2010
    
    
    2009(in thousands)Trade receivables from nitrogen products
    
    $
    9,578
    
    
    $
    8,717Trade receivables from alternative energy
    
    
    108
    
    
    
    1,040Total accounts receivable, gross
    
    
    9,686
    
    
    
    9,757Allowance for doubtful accounts on trade accounts receivable
    
    
    (100
    )
    
    
    Total accounts receivable, net
    
    $
    9,586
    
    
    $
    9,757
  64




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Note 6  Inventories
  As of September 30,2010
    
    
    2009(in thousands)Finished goods
    
    $
    6,338
    
    
    $
    11,834Raw materials
    
    
    628
    
    
    
    388Total inventory
    
    $
    6,966
    
    
    $
    12,222
 Note 7  Property, Plant and Equipment
  As of September 30,2010
    
    
    2009(in thousands)Land
    
    $
    1,811
    
    
    $
    1,933Buildings and building improvements
    
    
    10,323
    
    
    
    11,017Machinery and equipment
    
    
    74,625
    
    
    
    64,697Furniture, fixtures and office equipment
    
    
    861
    
    
    
    882Computer equipment and computer software
    
    
    4,657
    
    
    
    4,073Vehicles
    
    
    172
    
    
    
    172Leasehold improvements
    
    
    73
    
    
    
    441Conditional asset (asbestos removal)
    
    
    210
    
    
    
    21092,732
    
    
    
    83,425Less accumulated depreciation
    
    
    (37,433
    )
    
    
    (29,176
    )Total depreciable property, plant and equipment, net
    
    $
    55,299
    
    
    $
    54,249
  As of September 30,2010
    
    
    2009(in thousands)Construction in progress for projects under development
    
    $
    32,028
    
    
    $
    17,931Accumulated capitalized interest costs related to projects under development
    
    
    6,105
    
    
    
    3,197Construction in progress for East Dubuque Plant
    
    
    2,474
    
    
    
    6,882Software in progress (under capital lease)
    
    
    464
    
    
    
    Conditional asset (asbestos removal)
    
    
    27
    
    
    
    27Total construction in progress
    
    $
    41,098
    
    
    $
    28,037
    65




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
    Note 8  Investment in ClearFuels Technology Inc.
      66




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
     Cash
    
    $
    747Notes Receivable (1)
    
    
    250Prepaid Expenses
    
    
    1,710Goodwill
    
    
    6,660Fixed Assets
    
    
    8Other Assets
    
    
    5Accounts Payable
    
    
    63Noncontrolling interest
    
    
    7,433
 
 (1)
    
    Recorded in Other Receivables on the Consolidated Balance Sheet  Pro Forma Information
  For the Year Ended September 30, 2010Pro Forma(Amounts in thousands, except per share data)
    
    As Reported
    
    
    Adjustment
    
    
    Pro FormaNet Loss
    
    $
    42,262
    
    
    $
    2,777
    
    
    $
    45,039Net Loss attributable to Rentech
    
    $
    42,168
    
    
    $
    694
    
    
    $
    42,862Net loss per share
    
    $
    0.20
    
    
    
    
    
    
    $
    0.20Average shares outstanding
    
    
    216,069
    
    
    
    
    
    
    
    216,069
 For the Year Ended September 30, 2009Pro Forma(Amounts in thousands, except per share data)
    
    As Reported
    
    
    Adjustment
    
    
    Pro FormaNet Loss
    
    $
    21
    
    
    $
    1,891
    
    
    $
    1,912Net Loss attributable to Rentech
    
    $
    21
    
    
    $
    473
    
    
    $
    494Net loss per share
    
    $
    0.00
    
    
    
    
    
    
    $
    0.00Average shares outstanding
    
    
    174,445
    
    
    
    
    
    
    
    174,445
  Note 9  Acquisition of SilvaGas Holdings Corporation
      67




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
   Common stock
    
    $
    8,267Cash
    
    
    500Direct acquisition costs
    
    
    449Total purchase price
    
    $
    9,216
   Note 10  Debt
     68




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
       69




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
     As of September 30,2010
    
    
    2009(in thousands)Face value of term loan under the credit agreements
    
    $
    63,291
    
    
    $
    37,112Less unamortized discount
    
    
    (2,416
    )
    
    
    (696
    )Book value of term loan under the credit agreements
    
    
    60,875
    
    
    
    36,416Less current portion
    
    
    (12,835
    )
    
    
    (36,416
    )Term loan, long term portion
    
    $
    48,040
    
    
    $
    Mortgage dated February 8, 1999; monthly principal and
interest payments of $7 with interest at 6.5%; unpaid
principal and accrued interest due March 1, 2029;
collateralized by land and building
    
    $
    
    
    
    $
    931Less current portion
    
    
    
    
    
    
    (24
    )Mortgage debt, long term portion
    
    $
    
    
    
    $
    907Total debt
    
    $
    60,875
    
    
    $
    37,347Less current portion
    
    
    (12,835
    )
    
    
    (36,440
    )Total debt, long term portion
    
    $
    48,040
    
    
    $
    907
   For the Years Ending September 30,2011
    
    $
    14,2682012
    
    
    34,3912013
    
    
    12,3752014
    
    
    2,2572015
    
    
    Thereafter
    
    
    $
    63,291Less unamortized discount
    
    
    (2,416
    )$
    60,875
  70




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Note 11  Convertible Debt
       71




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  As of September 30,2010
    
    
    2009(in thousands)Convertible senior notes
    
    $
    57,500
    
    
    $
    57,500Less unamortized discount
    
    
    (15,337
    )
    
    
    (19,783
    )Long-term convertible debt to stockholders
    
    $
    42,163
    
    
    $
    37,717Prepaid debt issuance costs on convertible senior notes
    
    $
    639
    
    
    $
    890
   Note 12  Advance for Equity Investment
    72




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Note 13  Commitments and Contingencies
 Natural Gas Agreements
  As of September 30,2010
    
    
    2009(in thousands)MMBTUs under fixed-price contracts
    
    
    3,465
    
    
    
    1,398MMBTUs under index-price contracts
    
    
    403
    
    
    
    Total MMBTUs under contracts
    
    
    3,868
    
    
    
    1,398Commitments to purchase natural gas
    
    $
    15,294
    
    
    $
    6,615Weighted average rate per MMBTU based on the
fixed rates and the indexes applicable to each
contract
    
    $
    3.95
    
    
    $
    4.73
  Operating Leases
      For the Years Ending September 30,2011
    
    $
    1,1082012
    
    
    9712013
    
    
    9932014
    
    
    1,0062015
    
    
    600Thereafter
    
    
    $
    4,678
 Litigation
   73




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  Michael Silbergleid v. Rentech, Inc., et
al. (In re Rentech Securities Litigation)
 John Cobb v. D. Hunt Ramsbottom, et al. (In re
Rentech Derivative Litigation) Andrew L. Tarr v. Dennis L. Yakobson, et al.
 Note 14  Stockholders Equity
 Common Stock
   74




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
            75




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Long-Term Incentive Equity Awards
  
    
    Under the absolute share price target award, zero to 100 percent of the performance stock
vests on April 1, 2011, with the final vesting amount depending on the Companys volume
weighted average stock price falling within a share price target range. The Companys share
price must be greater than $2.00 per share for any shares to vest, and the amount of shares
that vests increases pro-rata for a price greater than $2.00 up to a maximum vesting at
$4.00.
 
    
    Under the total shareholder return award, zero to 100 percent of the performance stock
vests on April 1, 2011, with the final vesting amount depending on the Companys total
shareholder return ranking relative to the total shareholder return for 12 identified
companies in a peer group. The Companys ranking must be greater than the 25th percentile
for any shares to vest, and the amount of shares that vests increases pro-rata for a ranking
greater than the 25th percentile up to a maximum vesting at the 75th percentile.
 
    
    Both performance share awards are subject to the recipients continued employment with
the Company, with vesting in a change of control and upon certain terminations without
cause.
   Type of Award
    
    Number of AwardsTime-vested awards
    
    
    1,303,000Absolute share price target awards
    
    
    512,000Total shareholder return awards
    
    
    512,000Management stock purchase plan awards
    
    
    150,000Company matching of management stock purchase plan awards
    
    
    150,000Total
    
    
    2,627,000
   76




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
    Type of Award
    
    Number of AwardsPerformance awards
    
    
    3,650,000Time-vested awards
    
    
    2,155,000Management stock purchase plan awards
    
    
    534,000Company matching of management stock purchase plan awards
    
    
    456,000Total
    
    
    6,795,000
 Note 15  Accounting for Stock Based Compensation
   For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Compensation expense
    
    $
    4,224
    
    
    $
    2,472
    
    
    $
    4,495Board compensation expense
    
    
    587
    
    
    
    394
    
    
    
    307Consulting expense
    
    
    284
    
    
    
    89
    
    
    
    938Total expense
    
    $
    5,095
    
    
    $
    2,955
    
    
    $
    5,740Compensation expense
    
    $
    4,811
    
    
    $
    2,866
    
    
    $
    4,802Reduction to both basic and diluted earnings per share from compensation expense
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.03
  77




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  For the Years Ended September 30,2010
    
    2009
    
    2008Risk-free interest rate
    
    2.12%  3.33%
    
    0.69%  3.42%
    
    1.77%  3.54%Expected volatility
    
    96.0%  100.0%
    
    72.0%  73.0%
    
    53.0%  68.0%Expected life (in years)
    
    6.00  8.00
    
    1.50  8.00
    
    1.00  8.00Dividend yield
    
    0.0%
    
    0.0%
    
    0.0%Forfeiture rate
    
    0.0%  18.0%
    
    0.0%  15.0%
    
    0.0%  20.0%
   Shares
    
    
    Shares
    
    
    Shares AvailableReserved
    
    
    Outstanding
    
    
    for IssuanceAs of
    
    
    As of
    
    
    As ofSeptember 30,
    
    
    September 30,
    
    
    September 30,Name of Plan
    
    2010
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)1996 Stock Option Plan
    
    
    500
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    2001 Stock Option Plan
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22005 Stock Option Plan
    
    
    1,000
    
    
    
    
    
    
    
    126
    
    
    
    195
    
    
    
    692006 Incentive Award Plan:Stock options
    
    
    8,000
    
    
    
    1,891
    
    
    
    1,911
    
    
    
    930
    
    
    
    2,385Restricted stock units
    
    
    
    
    
    
    2,802
    
    
    
    1,625
    
    
    
    
    
    
    
    2009 Incentive Award Plan:Stock options
    
    
    9,500
    
    
    
    516
    
    
    
    190
    
    
    
    3,582
    
    
    
    8,916Restricted stock units
    
    
    
    
    
    
    4,431
    
    
    
    
    
    
    
    
    
    
    
    19,500
    
    
    
    9,640
    
    
    
    3,867
    
    
    
    4,707
    
    
    
    11,372Restricted stock units not from a plan
    
    
    749
    
    
    
    327
    
    
    
    436
    
    
    
    
    
    
    
    Options authorized by the Board of Directors,
for specific agreements
    
    
    160
    
    
    
    
    
    
    
    250
    
    
    
    
    
    
    
    Options authorized by the Board of Directors,
not from a plan
    
    
    6,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,627
    
    
    
    9,967
    
    
    
    4,553
    
    
    
    4,707
    
    
    
    11,372
 Stock Options
   78




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Compensation expense
    
    $
    92
    
    
    $
    559
    
    
    $
    842Board compensation expense
    
    
    237
    
    
    
    47
    
    
    
    89Consulting expense
    
    
    51
    
    
    
    72
    
    
    
    124Total expense
    
    $
    380
    
    
    $
    678
    
    
    $
    1,055Compensation expense
    
    $
    329
    
    
    $
    606
    
    
    $
    931Reduction to both basic and diluted earnings per share from compensation expense
    
    $
    
    
    
    $
    
    
    
    $
    0.01
  WeightedAverage
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    IntrinsicShares
    
    
    Price
    
    
    ValueOutstanding at September 30, 2007
    
    
    3,866,000
    
    
    $
    2.91Granted
    
    
    395,000
    
    
    
    1.48Exercised
    
    
    (235,000
    )
    
    
    1.20Canceled / Expired
    
    
    (300,000
    )
    
    
    3.49Outstanding at September 30, 2008
    
    
    3,726,000
    
    
    
    2.82Granted
    
    
    270,000
    
    
    
    1.01Exercised
    
    
    (95,000
    )
    
    
    1.40Canceled / Expired
    
    
    (1,408,000
    )
    
    
    2.40Outstanding at September 30, 2009
    
    
    2,493,000
    
    
    
    2.91Granted
    
    
    336,000
    
    
    
    1.21Exercised
    
    
    (15,000
    )
    
    
    1.06Canceled / Expired
    
    
    (407,000
    )
    
    
    1.65Outstanding at September 30, 2010
    
    
    2,407,000
    
    
    $
    2.90
    
    
    $
    59,000Options exercisable at September 30, 2010
    
    
    2,041,000
    
    
    $
    3.20
    
    
    $
    54,000Options exercisable at September 30, 2009
    
    
    2,048,000
    
    
    $
    3.22Options exercisable at September 30, 2008
    
    
    2,974,000
    
    
    $
    2.85Weighted average fair value of options granted during fiscal 2010
    
    
    
    
    
    $
    0.94Weighted average fair value of options granted during fiscal 2009
    
    
    
    
    
    $
    0.71Weighted average fair value of options granted during fiscal 2008
    
    
    
    
    
    $
    0.83
    79




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  Outstanding
    
    
    
    
    
    
    ExercisableWeighted Average
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual Life
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    in Years
    
    
    Price
    
    
    Exercisable
    
    
    Price$0.60$0.95
    
    
    175,000
    
    
    
    6.06
    
    
    $
    0.66
    
    
    
    153,000
    
    
    $
    0.64$1.03$1.07
    
    
    75,000
    
    
    
    7.07
    
    
    
    1.06
    
    
    
    
    
    
    
    $1.20$1.76
    
    
    652,000
    
    
    
    6.46
    
    
    
    1.41
    
    
    
    383,000
    
    
    
    1.49$2.22$2.68
    
    
    185,000
    
    
    
    4.93
    
    
    
    2.46
    
    
    
    185,000
    
    
    
    2.46$3.35$3.81
    
    
    165,000
    
    
    
    4.32
    
    
    
    3.66
    
    
    
    165,000
    
    
    
    3.66$4.07$4.48
    
    
    1,155,000
    
    
    
    5.82
    
    
    
    4.16
    
    
    
    1,155,000
    
    
    
    4.16$0.60$4.48
    
    
    2,407,000
    
    
    
    5.88
    
    
    $
    2.90
    
    
    
    2,041,000
    
    
    $
    3.20
 Warrants
       80




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
     For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Compensation expense
    
    $
    26
    
    
    $
    190
    
    
    $
    Board compensation expense
    
    
    
    
    
    
    
    
    
    
    Consulting expense
    
    
    
    
    
    
    
    
    
    
    814Total expense
    
    $
    26
    
    
    $
    190
    
    
    $
    814Compensation expense
    
    $
    26
    
    
    $
    190
    
    
    $
    Reduction to both basic and diluted earnings per share from compensation expense
    
    $
    
    
    
    $
    
    
    
    $
    
  WeightedNumber of
    
    
    AverageShares
    
    
    Exercise PriceOutstanding at September 30, 2007
    
    
    14,552,000
    
    
    $
    2.08Granted
    
    
    
    
    
    
    Exercised
    
    
    (1,142,000
    )
    
    
    1.16Canceled / Expired
    
    
    (2,067,000
    )
    
    
    1.60Outstanding at September 30, 2008
    
    
    11,343,000
    
    
    $
    2.30Granted
    
    
    6,994,000
    
    
    
    0.83Exercised
    
    
    
    
    
    
    Canceled / Expired
    
    
    (50,000
    )
    
    
    1.14Outstanding at September 30, 2009
    
    
    18,287,000
    
    
    $
    1.74Granted
    
    
    
    
    
    
    Exercised
    
    
    (2,748,000
    )
    
    
    0.75Canceled / Expired
    
    
    (2,943,000
    )
    
    
    2.00Outstanding at September 30, 2010
    
    
    12,596,000
    
    
    $
    1.89Warrants exercisable at September 30, 2010
    
    
    12,596,000
    
    
    $
    1.89Warrants exercisable at September 30, 2009
    
    
    18,287,000
    
    
    $
    1.74Warrants exercisable at September 30, 2008
    
    
    11,343,000
    
    
    $
    2.30Weighted average fair value of warrants granted during fiscal 2010
    
    
    
    
    
    $
    Weighted average fair value of warrants granted during fiscal 2009
    
    
    
    
    
    $
    0.32Weighted average fair value of warrants granted during fiscal 2008
    
    
    
    
    
    $
    
  81




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
   Outstanding
    
    
    ExercisableWeighted Average
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual Life
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    in Years
    
    
    Price
    
    
    Exercisable
    
    
    Price$0.57  $0.60
    
    
    1,750,000
    
    
    
    2.85
    
    
    $
    0.58
    
    
    
    1,750,000
    
    
    $
    0.58$0.92
    
    
    3,745,000
    
    
    
    3.29
    
    
    
    0.92
    
    
    
    3,745,000
    
    
    
    0.92$1.82
    
    
    2,083,000
    (1)
    
    
    1.25
    
    
    
    1.82
    
    
    
    2,083,000
    
    
    
    1.82$2.41
    
    
    1,000,000
    
    
    
    3.28
    
    
    
    2.41
    
    
    
    1,000,000
    
    
    
    2.41$3.28
    
    
    4,018,000
    
    
    
    1.57
    
    
    
    3.28
    
    
    
    4,018,000
    
    
    
    3.28$0.57  $3.28
    
    
    12,596,000
    
    
    
    2.34
    
    
    $
    1.89
    
    
    
    12,596,000
    
    
    $
    1.89
 
 (1)
    
    Composed of 2,083,000 shares underlying the warrants issued to East Cliff Advisors, LLC. The
aggregate intrinsic value of these shares was $0 as of September 30, 2010. Restricted Stock Units and Performance Share Awards
     For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Compensation expense
    
    $
    4,106
    
    
    $
    1,724
    
    
    $
    3,653Board compensation expense
    
    
    
    
    
    
    130
    
    
    
    218Consulting expense
    
    
    
    
    
    
    
    
    
    
    Total expense
    
    $
    4,106
    
    
    $
    1,854
    
    
    $
    3,871Compensation expense
    
    $
    4,106
    
    
    $
    1,854
    
    
    $
    3,871Reduction to both basic and diluted earnings per share from compensation expense
    
    $
    0.02
    
    
    $
    0.01
    
    
    $
    0.02
  82




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  WeightedAverage
    
    
    AggregateNumber of
    
    
    Grant Date
    
    
    IntrinsicShares
    
    
    Fair Value
    
    
    ValueOutstanding at September 30, 2007
    
    
    1,643,000
    
    
    $
    4.07Granted
    
    
    2,355,000
    
    
    
    1.61Vested and Settled in Shares
    
    
    (758,000
    )
    
    
    3.26Vested and Surrendered for Withholding Taxes Payable
    
    
    (305,000
    )
    
    
    4.28Canceled / Expired
    
    
    (138,000
    )
    
    
    3.88Outstanding at September 30, 2008
    
    
    2,797,000
    
    
    
    2.21Granted
    
    
    445,000
    
    
    
    0.62Vested and Settled in Shares
    
    
    (707,000
    )
    
    
    2.93Vested and Surrendered for Withholding Taxes Payable
    
    
    (235,000
    )
    
    
    3.53Canceled / Expired
    
    
    (240,000
    )
    
    
    1.63Outstanding at September 30, 2009
    
    
    2,060,000
    
    
    
    1.53Granted
    
    
    6,935,000
    
    
    
    1.28Vested and Settled in Shares
    
    
    (391,000
    )
    
    
    1.79Vested and Surrendered for Withholding Taxes Payable
    
    
    (210,000
    )
    
    
    1.90Canceled / Expired
    
    
    (834,000
    )
    
    
    1.30Outstanding at September 30, 2010
    
    
    7,560,000
    
    
    
    1.30
    
    
    $
    7,484,000
    Stock Grants
  Note 16  Defined Contribution Plan
   83




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 Note 17  Income Taxes
    For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Current:Federal
    
    $
    
    
    
    $
    7
    
    
    $
    State
    
    
    11
    
    
    
    54
    
    
    
    13Total Current
    
    
    11
    
    
    
    61
    
    
    
    13Deferred:Federal
    
    $
    
    
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Total Deferred
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    61
    
    
    
    13
  For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Federal income tax benefit calculated at the federal statutory rate
    
    $
    (14,340
    )
    
    $
    (11
    )
    
    $
    (20,200
    )State income tax benefit net of federal benefit
    
    
    (2,124
    )
    
    
    32
    
    
    
    (1,627
    )Permanent true ups, other
    
    
    (1,339
    )
    
    
    127
    
    
    
    2,925Uncertain tax positions
    
    
    
    
    
    
    (811
    )
    
    
    3,565Change in State Tax Rate
    
    
    (133
    )
    
    
    (4,796
    )
    
    
    185Research and development credit
    
    
    
    
    
    
    
    
    
    
    83Change in valuation allowance
    
    
    17,947
    
    
    
    5,520
    
    
    
    15,082Income tax expenseFrom continuing operations
    
    $
    11
    
    
    $
    61
    
    
    $
    13From discontinued operations
    
    
    
    
    
    
    
    
    
    
    
  84




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  As of September 30,2010
    
    
    2009(in thousands)Current:Accruals for financial statement purposes not allowed for income taxes
    
    $
    7,561
    
    
    $
    6,949Basis difference in prepaid expenses
    
    
    (664
    )
    
    
    (614
    )Inventory
    
    
    (566
    )
    
    
    (2,076
    )Valuation allowance
    
    
    (6,892
    )
    
    
    (4,259
    )Current, net
    
    
    (561
    )
    
    
    Long-Term:Net operating loss and capital loss carryforwards
    
    $
    65,229
    
    
    $
    51,717Basis difference relating to Intangibles
    
    
    (2,485
    )
    
    
    (2,673
    )Basis difference in property, plant and equipment
    
    
    27,238
    
    
    
    29,121Stock option exercises
    
    
    7,339
    
    
    
    5,860Impairment of available for sale securities
    
    
    1,179
    
    
    
    1,177Debt issuance costs
    
    
    250
    
    
    
    394Debt discount
    
    
    (6,004
    )
    
    
    (7,733
    )Other items
    
    
    1,067
    
    
    
    75Valuation allowance
    
    
    (93,252
    )
    
    
    (77,938
    )Long-Term, net
    
    $
    561
    
    
    $
    Total deferred tax assets, net
    
    $
    
    
    
    $
    
   Description
    
    Amount
    
    
    Expiration(in thousands)Net Operating Losses  US Federal
    
    $
    164,893
    
    
    
    2011  2029Net Operating Losses  States
    
    $
    164,827
    (1)
    
    
    2011  2029Capital Loss Carryforward
    
    $
    1,742
    
    
    
    2011R&D Credit
    
    $
    2,754
    
    
    
    2011  2028
 (1)
    
    $22,164,175 of CA and $37,842,374 of IL NOLs expire between 2011-2018 and 2018-2019
respectively. Tax Contingencies
   85




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
  As of September 30,2010
    
    
    2009(in thousands)Reconciliation of Unrecognized Tax LiabilityBalance at beginning of year
    
    $
    2,754
    
    
    $
    5,460Additions based on tax positions taken during a prior period
    
    
    
    
    
    
    Additions based on tax positions related to the current period
    
    
    
    
    
    
    397Reductions based on tax positions related to prior years
    
    
    
    
    
    
    (3,103
    )Settlements with taxing authorities
    
    
    
    
    
    
    Lapse of statutes of limitations
    
    
    
    
    
    
    Balance at end of year
    
    $
    2,754
    
    
    $
    2,754
    Note 18  Segment Information
  
    
    Nitrogen products manufacturing  The Company manufactures a variety of nitrogen
fertilizer and industrial products.
 
    
    Alternative energy  The Company develops and markets processes for conversion of
low-value, carbon-bearing solids or gases into valuable hydrocarbons and electric power.
This business segment also includes the consolidation of ClearFuels.
  For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)RevenuesNitrogen products manufacturing
    
    $
    130,095
    
    
    $
    186,449
    
    
    $
    216,615Alternative energy
    
    
    529
    
    
    
    238
    
    
    
    678Total revenues
    
    $
    130,624
    
    
    $
    186,687
    
    
    $
    217,293Operating income (loss)Nitrogen products manufacturing
    
    $
    21,803
    
    
    $
    56,961
    
    
    $
    52,736Alternative energy
    
    
    (47,969
    )
    
    
    (43,102
    )
    
    
    (103,212
    )Total operating income (loss)
    
    $
    (26,166
    )
    
    $
    13,859
    
    
    $
    (50,476
    )Depreciation and amortizationNitrogen products manufacturing
    
    $
    226
    
    
    $
    182
    
    
    $
    82Alternative energy
    
    
    1,721
    
    
    
    1,296
    
    
    
    1,102Total depreciation and amortization recorded in operating expenses
    
    $
    1,947
    
    
    $
    1,478
    
    
    $
    1,184Nitrogen products manufacturing  expense recorded in cost of sales
    
    
    10,104
    
    
    
    8,280
    
    
    
    8,361Total depreciation and amortization
    
    $
    12,051
    
    
    $
    9,758
    
    
    $
    9,545
  86




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008(in thousands)Interest expenseNitrogen products manufacturing
    
    $
    9,482
    
    
    $
    7,601
    
    
    $
    2,747Alternative energy
    
    
    4,753
    
    
    
    6,498
    
    
    
    5,147Total interest expense
    
    $
    14,235
    
    
    $
    14,099
    
    
    $
    7,894Income (loss) from continuing operationsNitrogen products manufacturing
    
    $
    10,464
    
    
    $
    49,264
    
    
    $
    50,958Alternative energy
    
    
    (52,735
    )
    
    
    (49,357
    )
    
    
    (110,383
    )Total income (loss) from continuing operations
    
    $
    (42,271
    )
    
    $
    (93
    )
    
    $
    (59,425
    )Total assetsNitrogen products manufacturing
    
    $
    108,220
    
    
    $
    115,030Alternative energy
    
    
    92,295
    
    
    
    85,570Total assets
    
    $
    200,515
    
    
    $
    200,600
 Note 19  Net Income (Loss) Per Common Share Attributable To Rentech
   Note 20  Selected Quarterly Financial Data (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterFor the 2010 Fiscal YearRevenues
    
    $
    27,138
    
    
    $
    19,182
    
    
    $
    49,776
    
    
    $
    34,528Gross profit (loss)
    
    $
    (1,152
    )
    
    $
    3,010
    
    
    $
    15,187
    
    
    $
    8,168Operating income (loss)
    
    $
    (12,528
    )
    
    $
    (8,724
    )
    
    $
    2,216
    
    
    $
    (7,130
    )Loss from continuing operations
    
    $
    (15,475
    )
    
    $
    (15,996
    )
    
    $
    (1,677
    )
    
    $
    (9,123
    )Income from discontinued operations
    
    $
    4
    
    
    $
    2
    
    
    $
    2
    
    
    $
    1Net loss
    
    $
    (15,471
    )
    
    $
    (15,994
    )
    
    $
    (1,675
    )
    
    $
    (9,122
    )Net loss attributable to noncontrolling interests
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    94Net loss attributable to Rentech
    
    $
    (15,471
    )
    
    $
    (15,994
    )
    
    $
    (1,675
    )
    
    $
    (9,028
    )Net loss per common share attributable to Rentech:Basic:Continuing operations
    
    $
    (0.07
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )
    
    $
    (0.04
    )Discontinued operations
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Net loss
    
    $
    (0.07
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )
    
    $
    (0.04
    )Diluted:Continuing operations
    
    $
    (0.07
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )
    
    $
    (0.04
    )Discontinued operations
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Net loss
    
    $
    (0.07
    )
    
    $
    (0.07
    )
    
    $
    (0.01
    )
    
    $
    (0.04
    )
  87




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterFor the 2009 Fiscal YearRevenues
    
    $
    50,768
    
    
    $
    16,789
    
    
    $
    93,333
    
    
    $
    25,797Gross profit (loss)
    
    $
    13,722
    
    
    $
    (11,135
    )
    
    $
    50,748
    
    
    $
    7,461Operating income (loss)
    
    $
    1,962
    
    
    $
    (22,077
    )
    
    $
    37,207
    
    
    $
    (3,233
    )Income (loss) from continuing operations
    
    $
    (967
    )
    
    $
    (25,450
    )
    
    $
    33,548
    
    
    $
    (7,224
    )Income from discontinued operations
    
    $
    11
    
    
    $
    53
    
    
    $
    2
    
    
    $
    6Net income (loss)
    
    $
    (956
    )
    
    $
    (25,397
    )
    
    $
    33,550
    
    
    $
    (7,218
    )Net loss attributable to noncontrolling interests
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income (loss) attributable to Rentech
    
    $
    (956
    )
    
    $
    (25,397
    )
    
    $
    33,550
    
    
    $
    (7,218
    )Net income (loss) per common share attributable to Rentech:Basic:Continuing operations
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    0.20
    
    
    $
    (0.04
    )Discontinued operations
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Net income (loss)
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    0.20
    
    
    $
    (0.04
    )Diluted:Continuing operations
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    0.20
    
    
    $
    (0.04
    )Discontinued operations
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Net income (loss)
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    0.20
    
    
    $
    (0.04
    )
 Note 21  Related Party Transactions
  Note 22  Subsequent Events
    88




---



##### Table of Contents



RENTECH, INC.
 Notes to Consolidated Financial Statements (Continued)
   89




---



##### Table of Contents



SCHEDULE I  CONDENSED FINANCIAL INFORMATION (PARENT ENTITY ONLY) 1
 RENTECH, INC.

Balance Sheets  (Amounts in thousands, except per share data)
 As of September 30,2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    $
    19,213
    
    
    $
    32,456Restricted cash, short-term
    
    
    100
    
    
    
    150Accounts receivable, net of allowance for
doubtful accounts of $100 and $0 at September
30, 2010 and 2009, respectively
    
    
    8
    
    
    
    1,040Prepaid expenses and other current assets
    
    
    3,193
    
    
    
    1,849Other receivables, net
    
    
    357
    
    
    
    5Total current assets
    
    
    22,871
    
    
    
    35,500Property, plant and equipment, net
    
    
    7,043
    
    
    
    8,936Construction in progress
    
    
    38,624
    
    
    
    21,156Other assetsEquity investment in subsidiaries
    
    
    25,989
    
    
    
    50,567Other assets and deposits
    
    
    16,537
    
    
    
    14,131Goodwill
    
    
    6,660
    
    
    
    Deferred income taxes
    
    
    561
    
    
    
    Available for sale securities, non-current
    
    
    
    
    
    
    6,000Total other assets
    
    
    49,747
    
    
    
    70,698Total assets
    
    $
    118,285
    
    
    $
    136,290LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    4,000
    
    
    $
    1,977Accrued payroll and benefits
    
    
    4,502
    
    
    
    4,565Accrued liabilities
    
    
    10,603
    
    
    
    7,914Capital lease obligation
    
    
    322
    
    
    
    Line of credit on available for sale securities
    
    
    
    
    
    
    4,532Accrued interest
    
    
    2,702
    
    
    
    2,493Deferred income taxes
    
    
    561
    
    
    
    Current portion of long-term debt and term loan
    
    
    
    
    
    
    24Total current liabilities
    
    
    22,690
    
    
    
    21,505Long-term liabilitiesLong-term debt, net of current portion
    
    
    
    
    
    
    907Long-term convertible debt to stockholders
    
    
    42,163
    
    
    
    37,717Advance for equity investment
    
    
    7,892
    
    
    
    7,892Other long-term liabilities
    
    
    187
    
    
    
    33Total long-term liabilities
    
    
    50,242
    
    
    
    46,549Total liabilities
    
    
    72,932
    
    
    
    68,054Commitments and contingenciesStockholders equityPreferred stock  $10 par value; 1,000 shares
authorized; 90 series A convertible preferred
shares authorized and issued; no shares
outstanding and $0 liquidation preference
    
    
    
    
    
    
    Series C participating cumulative preferred
stock  $10 par value; 500 shares authorized;
no shares issued and outstanding
    
    
    
    
    
    
    Common stock  $.01 par value; 450,000 and
350,000 shares authorized at September 30,
2010 and 2009, respectively; 221,731 and 212,696 shares issued and outstanding at
September 30, 2010 and 2009, respectively
    
    
    2,217
    
    
    
    2,127Additional paid-in capital
    
    
    332,696
    
    
    
    320,934Accumulated deficit
    
    
    (296,993
    )
    
    
    (254,825
    )Total Rentech stockholders equity
    
    
    37,920
    
    
    
    68,236Noncontrolling interests
    
    
    7,433
    
    
    
    Total equity
    
    
    45,353
    
    
    
    68,236Total liabilities and stockholders equity
    
    $
    118,285
    
    
    $
    136,290
 
 1
    
    Includes Rentech, Inc., its wholly owned
subsidiaries other than REMC and a variable interest entity.  90




---



##### Table of Contents



RENTECH, INC.

Statements of Operations  (Amounts in thousands, except per share data)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008RevenuesService revenues
    
    $
    529
    
    
    $
    238
    
    
    $
    678Equity in undistributed net income of subsidiaries
    
    
    10,464
    
    
    
    49,264
    
    
    
    50,958Total revenues
    
    
    10,993
    
    
    
    49,502
    
    
    
    51,636Cost of salesService revenues
    
    
    692
    
    
    
    3
    
    
    
    109Total cost of sales
    
    
    692
    
    
    
    3
    
    
    
    109Gross profit
    
    
    10,301
    
    
    
    49,499
    
    
    
    51,527Operating expensesSelling, general and administrative expense
    
    
    25,114
    
    
    
    20,729
    
    
    
    30,189Depreciation and amortization
    
    
    1,721
    
    
    
    1,296
    
    
    
    1,102Research and development
    
    
    19,641
    
    
    
    21,381
    
    
    
    64,477Other project costs
    
    
    1,095
    
    
    
    
    
    
    
    Loss on impairment
    
    
    
    
    
    
    
    
    
    
    9,482(Gain) loss on disposal of property, plant and equipment
    
    
    235
    
    
    
    (70
    )
    
    
    5Recovery of payment to vendor
    
    
    
    
    
    
    
    
    
    
    (1,473
    )Total operating expenses
    
    
    47,806
    
    
    
    43,336
    
    
    
    103,782Operating income (loss)
    
    
    (37,505
    )
    
    
    6,163
    
    
    
    (52,255
    )Other income (expenses), netInterest and dividend income
    
    
    155
    
    
    
    371
    
    
    
    958Interest expense
    
    
    (4,753
    )
    
    
    (6,498
    )
    
    
    (5,147
    )Loss on debt extinguishment
    
    
    (320
    )
    
    
    
    
    
    
    Loss on investments
    
    
    (1,231
    )
    
    
    
    
    
    
    (3,011
    )Gain on equity method investment
    
    
    1,909
    
    
    
    
    
    
    
    Other income (expense), net
    
    
    29
    
    
    
    16
    
    
    
    43Total other income (expenses), net
    
    
    (4,211
    )
    
    
    (6,111
    )
    
    
    (7,157
    )Loss from continuing operations before income taxes and equity in net loss
of investee company
    
    
    (41,716
    )
    
    
    52
    
    
    
    (59,412
    )Income tax expense
    
    
    11
    
    
    
    61
    
    
    
    13Loss from continuing operations before equity in net loss of investee company
    
    
    (41,727
    )
    
    
    (9
    )
    
    
    (59,425
    )Equity in net loss of investee company
    
    
    544
    
    
    
    84
    
    
    
    Loss from continuing operations
    
    
    (42,271
    )
    
    
    (93
    )
    
    
    (59,425
    )Income from discontinued operations
    
    
    9
    
    
    
    72
    
    
    
    91Net loss
    
    
    (42,262
    )
    
    
    (21
    )
    
    
    (59,334
    )Net loss attributable to noncontrolling interests
    
    
    94
    
    
    
    
    
    
    
    Net loss attributable to Rentech
    
    $
    (42,168
    )
    
    $
    (21
    )
    
    $
    (59,334
    )
  91




---



##### Table of Contents



RENTECH, INC.

Consolidated Statements of Cash Flows  (Amounts in thousands)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (42,262
    )
    
    $
    (21
    )
    
    $
    (59,334
    )Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation and amortization
    
    
    1,721
    
    
    
    1,296
    
    
    
    1,102Accretion expense
    
    
    4
    
    
    
    
    
    
    
    Impairment of assets
    
    
    
    
    
    
    
    
    
    
    9,482Recovery of payment to vendor
    
    
    
    
    
    
    
    
    
    
    (1,473
    )Bad debt expense
    
    
    105
    
    
    
    5
    
    
    
    571(Gain) loss on disposal of property, plant and equipment
    
    
    235
    
    
    
    (70
    )
    
    
    5Write-off of deferred lease costs
    
    
    1,095
    
    
    
    
    
    
    
    Non-cash interest expense
    
    
    5,074
    
    
    
    4,887
    
    
    
    3,423(Reversal of) non-cash marketing expense
    
    
    
    
    
    
    (380
    )
    
    
    380Loss on debt extinguishment
    
    
    320
    
    
    
    
    
    
    
    Gain on equity method investment
    
    
    (1,909
    )
    
    
    
    
    
    
    Loss on investments
    
    
    1,231
    
    
    
    
    
    
    
    3,011Stock-based compensation
    
    
    5,095
    
    
    
    2,955
    
    
    
    5,740Gain on sale of discontinued operations
    
    
    (9
    )
    
    
    (72
    )
    
    
    (91
    )Equity in undistributed net income of subsidiaries
    
    
    (8,055
    )
    
    
    (47,335
    )
    
    
    (48,824
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (68
    )
    
    
    (860
    )
    
    
    (416
    )Other receivables and receivable from related party
    
    
    (107
    )
    
    
    12
    
    
    
    (17
    )Prepaid expenses and other assets
    
    
    (796
    )
    
    
    598
    
    
    
    2,638Accounts payable
    
    
    2,059
    
    
    
    (1,629
    )
    
    
    (4,323
    )Accrued retirement payable
    
    
    
    
    
    
    
    
    
    
    (125
    )Accrued interest
    
    
    209
    
    
    
    1,234
    
    
    
    204Accrued liabilities, accrued payroll and other
    
    
    2,530
    
    
    
    1,766
    
    
    
    (1,239
    )Net cash used in operating activities
    
    
    (33,528
    )
    
    
    (37,614
    )
    
    
    (89,286
    )Cash flows from investing activitiesReturn of capital contributions from subsidiaries
    
    
    32,633
    
    
    
    31,830
    
    
    
    94,763Purchases of available for sale securities
    
    
    
    
    
    
    
    
    
    
    (513
    )Proceeds from sales of available for sale securities
    
    
    4,769
    
    
    
    
    
    
    
    13,762Purchase of property, plant, equipment and construction in progress
    
    
    (17,583
    )
    
    
    (5,870
    )
    
    
    (24,048
    )Proceeds from disposal of property, plant and equipment
    
    
    2,139
    
    
    
    983
    
    
    
    5Proceeds
from variable interest entity consolidation
    
    
    222
    
    
    
    
    
    
    
    Payments for acquisition
    
    
    
    
    
    
    (949
    )
    
    
    Deposits and other assets
    
    
    (4,364
    )
    
    
    (1,303
    )
    
    
    707Other items
    
    
    59
    
    
    
    125
    
    
    
    145Net cash provided by investing activities
    
    
    17,875
    
    
    
    24,816
    
    
    
    84,821
  92




---



##### Table of Contents



RENTECH, INC.
Consolidated Statements of Cash Flows  Continued  (Amounts in thousands)
 For the Years Ended September 30,2010
    
    
    2009
    
    
    2008Cash flows from financing activitiesProceeds from line of credit on available for sale securities
    
    
    
    
    
    
    
    
    
    
    4,758Proceeds from issuance of common stock and warrants
    
    
    6,236
    
    
    
    41,378
    
    
    
    2Payments of offering costs
    
    
    (376
    )
    
    
    (1,583
    )
    
    
    Proceeds from options and warrants exercised
    
    
    1,144
    
    
    
    133
    
    
    
    1,611Payments on notes payable for financed insurance premiums
    
    
    (489
    )
    
    
    (1,881
    )
    
    
    (745
    )Payments on line of credit on available for sale securities
    
    
    (4,532
    )
    
    
    (226
    )
    
    
    Payments on debt and notes payable
    
    
    (931
    )
    
    
    (21
    )
    
    
    (19
    )Proceeds
from bridge financing instrument for the variable interest entity
    
    
    1,500
    
    
    
    
    
    
    
    Payments on capital lease
    
    
    (142
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    2,410
    
    
    
    37,800
    
    
    
    5,607Increase (decrease) in cash
    
    
    (13,243
    )
    
    
    25,002
    
    
    
    1,142Cash and cash equivalents, beginning of year
    
    
    32,456
    
    
    
    7,454
    
    
    
    6,312Cash and cash equivalents, end of year
    
    $
    19,213
    
    
    $
    32,456
    
    
    $
    7,454
  93




---



##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 Balance
    
    
    
    
    
    
    
    
    
    
    Balanceat Beginning
    
    
    Charged to
    
    
    Deductions and
    
    
    at Endof Period
    
    
    Expense
    
    
    Write-Offs
    
    
    of Period(in thousands)Year Ended September 30, 2010Allowance for doubtful accounts
    
    $
    
    
    
    $
    100
    
    
    $
    
    
    
    $
    100Deferred tax valuation account
    
    $
    82,197
    
    
    $
    17,947
    
    
    $
    
    
    
    $
    100,144Reserve for REN earn-out
    
    $
    706
    
    
    $
    (9
    )
    
    $
    
    
    
    $
    697Year Ended September 30, 2009Allowance for doubtful accounts
    
    $
    692
    
    
    $
    
    
    
    $
    692
    
    
    $
    Deferred tax valuation account
    
    $
    76,677
    
    
    $
    5,520
    
    
    $
    
    
    
    $
    82,197Reserve for REN earn-out
    
    $
    779
    
    
    $
    (73
    )
    
    $
    
    
    
    $
    706Year Ended September 30, 2008Allowance for doubtful accounts
    
    $
    126
    
    
    $
    566
    
    
    $
    
    
    
    $
    692Deferred tax valuation account
    
    $
    61,595
    
    
    $
    15,082
    
    
    $
    
    
    
    $
    76,677Reserve for REN earn-out
    
    $
    870
    
    
    $
    (91
    )
    
    $
    
    
    
    $
    779
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
  Managements Report on Internal Control Over Financial Reporting.
 Internal Control  Integrated
Framework
  94




---



##### Table of Contents



Remediation Steps to Address the 2009 Material Weakness
 Changes in Internal Control over Financial Reporting.
 
 ITEM 9B.
    
    OTHER INFORMATION
   95




---



##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Code of Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
      96




---



##### Table of Contents



EXHIBIT INDEX
 2.1
    
    
    Agreement and Plan of Merger, dated June 23, 2009 among Rentech, Inc., SilvaGas Holdings
Corporation, RTK Acquisition Sub, Inc., RTK Acquisition Sub, LLC, John A. Williams as the
Principal Stockholder, Milton Farris as the Stockholder Representative and the other
stockholders of the SilvaGas Holdings Corporation party thereto (incorporated by reference
to Exhibit 2.1 to Companys Current Report on Form 8-K filed on June 24, 2009).3.1
    
    
    Amended and Restated Articles of Incorporation, dated April 29, 2005 (incorporated by
reference to Exhibit 3(i) to Quarterly Report on Form 10-Q, for the quarterly period ended
March 31, 2005, filed May 9, 2005).3.2
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech, Inc.
(incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q, for the
quarterly period ended March 31, 2008, filed May 9, 2008.3.3
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech, Inc.
(incorporated by reference to Exhibit 3.1 to Companys Current Report on Form 8-K filed on
May 22, 2009).3.4
    
    
    Articles of Amendment to Amended and Restated Articles of Incorporation of Rentech, Inc.,
as amended (incorporated by reference to Exhibit 3.1 to Companys Current Report on Form
8-K filed on May 14, 2010).3.5
    
    
    Bylaws dated November 30, 2004 (incorporated by reference to Exhibit 3(ii) to Annual
Report on Form 10-K for the year ended September 30, 2004 filed December 9, 2004).4.1
    
    
    Stock Purchase Warrant, dated September 17, 2004, by and between Rentech, Inc. and
Mitchell Technology Investments (incorporated by reference to Exhibit 10.2 to Current
Report on Form 8-K filed September 23, 2004).4.2
    
    
    Registration Rights Agreement, dated September 17, 2004, by and between Rentech, Inc. and
Mitchell Technology Investments (incorporated by reference to Exhibit 10.3 to Current
Report on Form 8-K filed September 23, 2004).4.3
    
    
    Warrant to Purchase 1,000,000 Shares of Common Stock by and between Rentech, Inc. and DKRW
Advanced Fuels LLC, dated January 12, 2006 (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K filed January 19, 2006).4.4
    
    
    Indenture dated April 18, 2006, by and between Rentech, Inc. and Wells Fargo Bank,
National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Current
Report on Form 8-K filed April 18, 2006).4.5
    
    
    Officers Certificate to Indenture dated April 18, 2006 to Indenture (incorporated by
reference to Exhibit 4.3 to Current Report on Form 8-K filed April 18, 2006).4.6
    
    
    Form of 4.00% Convertible Senior Note Due 2013 (incorporated by reference to Exhibit 4.4
to Current Report on Form 8-K filed April 18, 2006).4.7
    
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to exhibit
10.3 to Current Report on Form 8-K filed April 20, 2007).4.8
    
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to exhibit
10.2 to Current Report on Form 8-K filed January 20, 2009).4.9
    
    
    Warrant Agreement, dated June 23, 2009 between Rentech, Inc. and ClearFuels Technology
Inc. (incorporated by reference to exhibit 10.1 to Companys Current Report on Form 8-K
filed on June 24, 2009).10.1
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and D. Hunt
Ramsbottom, Jr. dated December 31, 2008 (incorporated by reference to Exhibit 10.43 to
Amendment No. 1 to Annual Report on Form 10-K/A filed January 28, 2009).
  97




---



##### Table of Contents



10.2
    *
    
    Amended and Restated Employment Agreement by and between Rentech, Inc. and Douglas M.
Miller dated December 31, 2008 (incorporated by reference to Exhibit 10.44 to Amendment
No. 1 to Annual Report on Form 10-K/A filed January 28, 2009).10.3
    *
    

Employment
Agreement by and between Rentech, Inc. and Dan J. Cohrs, dated
October 22, 2008 (incorporated by reference to Exhibit 10.21 to
Annual Report on Form 10-K for year ended September 30, 2008 filed
December 15, 2008).10.4
    *
    
    Employment Agreement by and between Rentech, Inc. and Tom Samson, dated October 5, 2010.10.5
    *
    
    Employment Agreement with Colin Morris (incorporated by reference to exhibit 10.3 to
Companys Current Report on Form 8-K filed on November 6, 2009).10.6
    *
    
    Rentech, Inc. Compensation Plan for Non-Employee Directors.10.7
    
    
    Stock Purchase Agreement, dated June 24, 2009, between Rentech, Inc. and the Buyers party
thereto (incorporated by reference to exhibit 10.1 to Companys Current Report on Form 8-K
filed on June 25, 2009).10.8
    
    
    Placement Agent Agreement, dated August 20, 2009 between Rentech, Inc. and Roth Capital
Partners, LLC. (incorporated by reference to exhibit 10.1 to Companys Current Report on
Form 8-K filed on August 21, 2009).10.9
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Companys
Current Report on Form 8-K filed on August 21, 2009).10.10
    
    
    Placement Agent Agreement, dated September 23, 2009 between Rentech, Inc. and Brean
Murray, Carret & Co., LLC. (incorporated by reference to exhibit 10.1 to Companys Current
Report on Form 8-K filed on September 23, 2009).10.11
    
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Companys
Current Report on Form 8-K filed on September 23, 2009).10.12
    
    
    Lease Agreement dated as of April 21, 2006 with Center West (incorporated by reference to
Exhibit 99.1 to Current Report on Form 8-K filed April 21, 2006).10.13
    
    
    Rider to the Lease Agreement dated as of April 21, 2006 by and between Rentech, Inc. and
Center West (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed
April 21, 2006).10.14
    
    
    Second Amendment to Lease, dated January 21, 2010, by and between Rentech, Inc. and Center
West (incorporated by reference to exhibit 10.1 to Current Report on Form 8-K filed
January 26, 2010).10.15
    *
    
    Form of Stock Option Grant Notice and Stock Option Agreement under 2006 Incentive Award
Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July
20, 2006).10.16
    *
    
    2005 Stock Option Plan (incorporated by reference to Exhibit 10.34 to Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 2004 filed February 9, 2005).10.17
    *
    
    Amended and Restated Rentech, Inc. 2006 Incentive Award Plan (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed March 29, 2007).10.18
    *
    
    First Amendment to Rentechs Amended and Restated 2006 Incentive Award Plan (incorporated
by reference to exhibit 10.1 to Companys Current Report on Form 8-K filed on November 6,
2009).10.19
    *
    
    Rentech, Inc. 2009 Incentive Award Plan (incorporated by reference to exhibit 10.1 to
Companys Current Report on Form 8-K filed on May 22, 2009).10.20
    *
    
    First Amendment to Rentechs 2009 Incentive Award Plan (incorporated by reference to
exhibit 10.2 to Companys Current Report on Form 8-K filed on November 6, 2009).10.21
    **
    
    Development Cost Sharing and Equity Option Agreement, dated May 25, 2007 by and between
Rentech, Inc. and Peabody Venture Fund, LLC (incorporated by reference to exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9,
2007).10.22
    *
    
    Form of Absolute Share Price Target Performance Share Award Agreement (incorporated by
reference to exhibit 10.1 to Current Report on Form 8-K filed July 23, 2008).
  98




---



##### Table of Contents



10.23
    *
    
    Form of Total Shareholder Return Performance Share Award Agreement (incorporated by
reference to exhibit 10.2 to Current Report on Form 8-K filed July 23, 2008).10.24
    *
    
    Form of Performance Vesting Restricted Stock Unit Agreement (incorporated by reference to
exhibit 10.1 to Current Report on Form 8-K filed November 23, 2009).10.25
    
    
    Form of Distribution Agreement by and between Rentech Development Inc. and Royster-Clark
Resources LLC (incorporated by reference to Exhibit 10.40 to Annual Report on Form 10-K
for the year ended September 30, 2005 filed December 9, 2005).**10.26
    
    
    Amendment to the Distribution Agreement, dated October 13, 2009 among Rentech Energy
Midwest Corporation, Rentech Development Corporation and Agrium U.S.,
Inc. (incorporated by reference to Exhibit 10.35 to
Annual Report on Form 10-K for year ended September 30, 2009 filed
December 14, 2009).10.27
    
    
    Credit Agreement, dated January 29, 2010, by and among Rentech Energy Midwest Corporation,
as the borrower, Rentech, Inc. and Credit Suisse AG, Cayman Islands Branch, individually
and as Administrative Agent and Collateral Agent (incorporated by reference to exhibit
10.1 to Current Report on Form 8-K filed February 1, 2010).10.28
    
    
    Guarantee and Collateral Agreement, dated January 29, 2010, by and among Rentech Energy
Midwest Corporation, Rentech, Inc., the subsidiaries of Rentech, Inc. listed therein and
Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (incorporated by reference to
exhibit 10.2 to Current Report on Form 8-K filed February 1, 2010).10.29
    
    
    Real Estate Mortgage, Assignment of Rents, Security Agreement and UCC Fixture Filing,
dated January 29, 2010, by and among Rentech Energy Midwest Corporation, Rentech, Inc. and
Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent
(incorporated by reference to exhibit 10.3 to Current Report on Form 8-K filed February 1,
2010).10.30
    
    
    Amendment to Credit Agreement, Waiver and Collateral Agent Consent, dated July 21, 2010,
among Rentech Energy Midwest Corporation, Rentech, Inc., certain subsidiaries of Rentech,
Inc., the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch (incorporated
by reference to exhibit 10.1 to Current Report on Form 8-K filed July 26, 2010).10.31
    
    
    Incremental Loan Assumption Agreement, dated July 21, 2010, among Rentech Energy Midwest
Corporation, Rentech, Inc., certain subsidiaries of Rentech, Inc., the Incremental Lenders
party thereto and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to
exhibit 10.2 to Current Report on Form 8-K filed July 26, 2010).10.32
    
    
    Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent, dated November
24, 2010, among Rentech Energy Midwest Corporation, Rentech, Inc., certain subsidiaries of
Rentech, Inc., the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch
(incorporated by reference to exhibit 10.1 to Current Report on Form 8-K filed November
29, 2010).10.33
    
    
    Second Incremental Loan Assumption Agreement, dated November 24, 2010, among Rentech
Energy Midwest Corporation, Rentech, Inc., certain subsidiaries of Rentech, Inc., the
Incremental Lenders party thereto and Credit Suisse AG, Cayman Islands Branch
(incorporated by reference to exhibit 10.1 to Current Report on Form 8-K filed November
29, 2010).10.34
    
    
    Equity Distribution Agreement, dated February 2, 2010, between Rentech, Inc. and Knight
Capital Markets LLC (incorporated by reference to exhibit 99.1 to Current Report on Form
8-K filed February 2, 2010).10.35
    
    
    Amendment to Equity Distribution Agreement dated August 9, 2010, between Rentech, Inc. and
Knight Capital Markets LLC (incorporated by reference to exhibit 10.1 to Quarterly Report
on Form 10-Q filed August 9, 2010).10.36
    
    
    Project Support Agreement, dated September 3, 2010 between Rentech, Inc. and ClearFuels
Technology Inc. (incorporated by reference to exhibit 10.1 to Current Report on Form 8-K
filed September 10, 2010).12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges.
  99




---



##### Table of Contents



14
    
    
    Code of Ethics (incorporated by reference to exhibit 14 to Companys Annual Report on Form
10-K for the fiscal year ended September 30, 2008 filed on December 15, 2008).21
    
    
    Subsidiaries of Rentech, Inc.23.1
    
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14 or Rule 15d-14(a).31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14(a).32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Certain portions of this Exhibit have been omitted and filed
separately under an application for confidential treatment.  100




---



##### Table of Contents



SIGNATURES
  Rentech, Inc./s/ D. Hunt RamsbottomD. Hunt Ramsbottom,Chief Executive Officer and President   /s/ D. Hunt RamsbottomD. Hunt Ramsbottom,Chief Executive Officer, President and Director
(principal executive officer)Date: December 14, 2010/s/ Dan J. CohrsDan J. Cohrs,Executive Vice President and Chief Financial Officer

(principal financial officer)Date: December 14, 2010/s/ Eileen NeyEileen Ney,Vice President and Chief Accounting Officer
(principal accounting officer)Date: December 14, 2010/s/ Dennis L. YakobsonDennis L. Yakobson,Chairman and DirectorDate: December 14, 2010/s/ Michael S. BurkeMichael S. Burke,DirectorDate: December 14, 2010/s/ Wesley K. ClarkWesley K. Clark,DirectorDate: December 14, 2010  101




---



##### Table of Contents



/s/ Michael F. RayMichael F. Ray,Director  /s/ Edward M. SternEdward M. Stern,Director  /s/ Ronald M. SegaRonald M. Sega,Director  /s/ Halbert S. WashburnHalbert S. Washburn,Director  /s/ John A. WilliamsJohn A. Williams,Director   102