Rentech (RTK) 8-K/A Responsibility for Financial Statements

Exhibit 99.2

RENTECH, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined balance sheet as of March 31, 2013 and the unaudited pro forma condensed combined statements of operations for the calendar year ended December 31, 2012 and the three months ended March 31, 2013 have been adjusted to give effect to the transactions described in Note 1 to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of the results that Rentech, Inc. (the “Company” or “Rentech”) would have achieved had the transactions described herein actually taken place at the dates indicated, and do not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial statements should be read in conjunction with (i) the Company’s audited consolidated financial statements and accompanying notes as of and for the calendar year ended December 31, 2012, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2012, which was filed with the Securities and Exchange Commission (“SEC”) on March 18, 2013, (ii) the Company’s unaudited consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2013, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, which was filed with the SEC on May 9, 2013, and (iii) the audited financial statements of Fulghum Fibres, Inc. (“Fulghum”) for the fiscal years ended March 31, 2013 and 2012, included in this Form 8-K/A as Exhibit 99.1.

The pro forma adjustments are based on available information and certain assumptions that the Company believes are reasonable. The pro forma adjustments and certain assumptions are described in the accompanying notes. Pro forma adjustments are those that are directly attributable to the transaction, are factually supportable and, with respect to the unaudited pro forma condensed combined statements of operations, are expected to have a continuing impact on the consolidated results. The final purchase price related to the Fulghum Acquisition, as defined in Note 1, and the allocation thereof may differ from that reflected in the pro forma condensed combined financial statements after the valuation is finalized by the Company, final working capital adjustments are performed and a review of various tax issues is completed. The pro forma condensed combined financial statements do not include adjustments relating to any possible revenue enhancements, expense efficiencies, or other actions that may result from this transaction. In addition to those for the Fulghum Acquisition, pro forma adjustments include the adjustments relating to the Agrifos Acquisition and the offering of the Notes, both as defined in Note 1.

The pro forma financial information has been prepared using the acquisition method of accounting. Accordingly, the assets and liabilities of Fulghum are adjusted to their estimated fair values as of March 31, 2013. The estimates of fair value are preliminary and are dependent upon certain valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive valuation. Accordingly, actual adjustments to the consolidated balance sheet and statements of operations will differ, perhaps materially, from those reflected in the pro forma financial information because the assets and liabilities of Fulghum will be recorded at their respective fair values on the date the acquisition described below was consummated and the preliminary assumptions used to estimate these fair values may change.

RENTECH, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET

AS OF MARCH 31, 2013

	Actual as of March 31, 2013
	Rentech			Fulghum			Pro Forma Adjustments			Pro Forma As of March 31, 2013
	(in thousands)
ASSETS
Current assets:
Cash	$	135,312		$	13,458		$	103,566	(a)	$	188,807
								(60,001	)(b)
								(3,528	)(c)
Accounts receivable		9,736			6,511			—			16,247
Inventories		51,562			9,394			(6,562	)(d)		54,394
Prepaid expenses and other current assets		6,681			866			—			7,547
Deferred income taxes		766			—			—			766
Other receivables, net		4,103			1,640			—			5,743
Total current assets		208,160			31,869			33,475			273,504
Property, plant and equipment, net		131,920			76,235			6,562	(d)		225,494
								10,777	(b)
Construction in progress		70,705			—			426	(b)		71,131
Other assets:
Goodwill		56,592			—			2,630	(b)		76,470
								17,248	(e)
Intangible assets		25,310			—			32,496	(b)		57,806
Debt issuance costs		6,514			—			8,172	(a)		8,851
								(5,835	)(a)
Property held for sale		2,475			—			—			2,475
Deposits and other assets		1,028			39			454	(b)		1,521
Total other assets		91,919			39			55,165			147,123
Total assets	$	502,704		$	108,143		$	106,405		$	717,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,967		$	6,055		$	—		$	21,022
Accrued payroll and benefits		5,519			—			—			5,519
Accrued liabilities		14,899			2,759			(402	)(a)		17,256
Deferred revenue		59,720			793			—			60,513
Credit facilities and term loans		7,750			20,319			(7,750	)(a)		16,791
								(3,528	)(c)
Asset retirement obligation		2,776			—			—			2,776
Other		455			—			(380	)(a)		75
Total current liabilities		106,086			29,926			(12,060	)		123,952
Long-term liabilities:
Credit facilities and term loans, net of current portion		199,202			43,157			(199,202	)(a)		43,157
Notes		—			—			320,000	(a)		320,000
Earn-out consideration		5,132			—			—			5,132
Unfavorable processing agreements		—			—			6,161	(b)		6,161
Deferred income taxes		766			11,502			(9,194	)(e)		3,074
Other		2,762			178			(527	)(a)		2,413
Total long-term liabilities		207,862			54,837			117,238			379,937
Total liabilities		313,948			84,763			105,178			503,889
Stockholders’ equity:
Common stock		2,258			1			(1	)(b)		2,258
Preferred stock		—			1,328			(1,328	)(b)		—
Additional paid-in capital		537,893			—						537,893
Accumulated deficit		(389,047	)		28,515			(3,495	)(a)		(366,100	)
								(28,515	)(b)
								26,442	(e)
Treasury stock		—			(7,818	)		7,818	(b)		—
Accumulated other comprehensive income		100			162			(162	)(b)		100
Total Rentech stockholders’ equity		151,204			22,188			759			174,151
Noncontrolling interests		37,552			1,192			(2,340	)(a)		39,212
								2,808	(b)
Total equity		188,756			23,380			1,227			213,363
Total liabilities and stockholders’ equity	$	502,704		$	108,143		$	106,405		$	717,252

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

RENTECH, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

	Actual Fiscal Year Ended December 31, 2012 Rentech			Actual Ten Months Ended October 31, 2012 Agrifos Fertilizer			Actual Fiscal Year Ended March 31, 2013 Fulghum			Subtotal			Pro Forma Adjustments			Pro Forma Fiscal Year Ended December 31, 2012
Revenues
Product sales	$	261,368		$	126,052		$	—		$	387,420		$	—		$	387,420
Service revenues		—			—			104,642			104,642			—			104,642
Other revenues		557			432			—			989			—			989
Total revenues		261,925			126,484			104,642			493,051			—			493,051
Cost of sales
Product		129,806			120,100			—			249,906			89	(a)		251,154
														(1,268	)(b)
														2,427	(c)
Service		—			—			94,580			94,580			2,854	(d)		97,205
														(229	)(e)
Other		200			—			—			200			—			200
Total cost of sales		130,006			120,100			94,580			344,686			3,873			348,559
Gross profit		131,919			6,384			10,062			148,365			(3,873	)		144,492
Operating expenses
Selling, general and administrative expense		48,240			7,461			4,303			60,004			1,268	(b)		57,141
														(4,131	)(f)
Research and development		20,944			—			—			20,944			—			20,944
Depreciation		3,754			—			—			3,754			—			3,754
Loss on impairments		15,965			—			—			15,965			—			15,965
Other		(328	)		—			—			(328	)		—			(328	)
Total operating expenses		88,575			7,461			4,303			100,339			(2,863	)		97,476
Operating income (loss)		43,344			(1,077	)		5,759			48,026			(1,010	)		47,016
Other income (expense), net
Interest expense		(8,949	)		(958	)		—			(9,907	)		(20,800	)(g)		(29,354	)
														(1,066	)(h)
														1,461	(i)
														958	(j)
Loss on debt extinguishment		(4,801	)					—			(4,801	)		2,114	(k)		(2,687	)
Loss on interest rate swaps		(951	)					—			(951	)		951	(l)		—
Other income, net		258			1,001			677			1,936			—			1,936
Total other income (expense), net		(14,443	)		43			677			(13,723	)		(16,382	)		(30,105	)
Income (loss) from continuing operations before income taxes		28,901			(1,034	)		6,436			34,303			(17,392	)		16,911
Income tax (benefit) expense		1,364			3,606			2,382			7,352			(5,413	)(m)		(24,503	)
														(26,442	)(n)
Income (loss) from continuing operations		27,537			(4,640	)		4,054			26,951			14,463			41,414
Income from discontinued operations		150			—			—			150			—			150
Net income (loss)		27,687			(4,640	)		4,054			27,101			14,463			41,564
Net income attributable to noncontrolling interests		(41,687	)		—			(204	)		(41,891	)		4,475	(o)		(37,416	)
Net loss attributable to Rentech	$	(14,000	)	$	(4,640	)	$	3,850		$	(14,790	)	$	18,938		$	4,148
Net loss per common share attributable to Rentech:
Basic	$	(0.06	)													$	0.02
Diluted	$	(0.06	)													$	0.02
Weighted-average units used to compute net loss per common share:
Basic and diluted		223,189															223,189

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

RENTECH, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

	Actual Three Months Ended March 31, 2013 Rentech			Actual Three Months Ended March 31, 2013 Fulghum			Pro Forma Adjustments			Pro Forma Three Months Ended March 31, 2013
	(in thousands, except per share data)
Revenues
Product sales	$	58,733		$	—		$	—		$	58,733
Service revenues		—			28,809			—			28,809
Other revenues		934			—			—			934
Total revenues		59,667			28,809			—			88,476
Cost of sales
Product		36,845			—						36,845
Service		—			26,732			713	(d)		27,397
								(48	)(e)
Other		50			—			—			50
Total cost of sales		36,895			26,732			665			64,292
Gross profit		22,772			2,077			(665	)		24,184
Operating expenses
Selling, general and administrative expense		13,652			1,113			(682	)(p)		14,083
Research and development		5,747			—			—			5,747
Depreciation		1,185			—			—			1,185
Other		120			—			—			120
Total operating expenses		20,704			1,113			(682	)		21,135
Operating income		2,068			964			17			3,049
Other income (expense), net
Interest expense		(1,804	)		—			(5,200	)(g)		(5,467	)
								(266	)(h)
								1,803	(i)
Other income (expense), net		(110	)		415			(89	)(l)		216
Total other income (expense), net		(1,914	)		415			(3,752	)		(5,251	)
Income before income taxes		154			1,379			(3,735	)		(2,202	)
Income tax (benefit) expense		(632	)		275			—			(357	)
Net income		786			1,104			(3,735	)		(1,845	)
Net income attributable to noncontrolling interests		(6,026	)		(120	)		1,469	(o)		(4,677	)
Net loss attributable to Rentech	$	(5,240	)	$	984		$	(2,266	)	$	(6,522	)
Net income (loss) per common share attributable to Rentech:
Basic	$	(0.02	)							$	(0.03	)
Diluted	$	(0.02	)							$	(0.03	)
Weighted-average units used to compute net income (loss) per common share:
Basic and diluted		225,222									225,222

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

RENTECH, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) Organization and Basis of Presentation

On May 1, 2013, the Company acquired all of the capital stock of Fulghum for approximately $63.5 million in cash (the “Fulghum Acquisition”).

Rentech Nitrogen Partners, L.P. (the “Partnership”) is an indirect majority-owned subsidiary of the Company. On April 12, 2013, the Partnership and Rentech Nitrogen Finance Corporation, a wholly-owned subsidiary of the Partnership, (collectively the “Issuers”) issued $320.0 million of 6.5% second lien senior secured notes due 2021 (the “Notes”) to qualified institutional buyers and non-U.S. persons in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes bear interest at a rate of 6.5% per year, payable semi-annually in arrears commencing on October 15, 2013. The Notes will mature on April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms.

On November 1, 2012, the Partnership acquired (the “Agrifos Acquisition”) 100% of the membership interest of Agrifos LLC (“Agrifos”). The purchase price for Agrifos and its subsidiaries consisted of an initial purchase price of approximately $136.0 million in cash, less estimated working capital adjustments, and $20.0 million in common units representing limited partnership interests in the Partnership (the “Common Units”), as well as potential earn-out consideration of up to $50.0 million to be paid in Common Units or cash at the Partnership’s option based on the amount by which the two-year Adjusted EBITDA (as defined in the purchase agreement) of the Partnership’s facility in Pasadena, Texas that was acquired in the Agrifos Acquisition (the “Pasadena Facility”) exceeds certain Adjusted EBITDA thresholds. Any earn-out consideration would be paid after April 30, 2015 and the completion of the relevant calculations.

The unaudited pro forma condensed combined financial statements have been derived from the audited and unaudited historical financial statements of the Company, Fulghum and Agrifos.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 includes Fulghum’s statement of income for the fiscal year ended March 31, 2013. SEC regulations allow the combining of statements of operations with different year ends when the fiscal year ends for such statements of operations differ by no more than 93 days.

The pro forma adjustments have been prepared as if the transactions described above had taken place on March 31, 2013 in the case of the unaudited pro forma condensed combined balance sheet, or as of January 1, 2012 in the case of the unaudited pro forma condensed combined statements of operations.

The Fulghum Acquisition is reflected in the unaudited pro forma condensed combined financial statements as being accounted for under the acquisition method. Under the acquisition method, the total estimated purchase price of the acquired company is allocated to the assets acquired and the liabilities assumed based on their fair values. The Company has made estimates and assumptions in determining the preliminary allocation of the purchase price in the unaudited pro forma condensed combined financial statements. These estimates are based on key assumptions of the Fulghum Acquisition. Due to the fact that the unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented. The allocation of purchase consideration is subject to change based on further review of the fair value of the assets acquired and liabilities assumed. A final determination of fair values will be based on Fulghum’s assets acquired and liabilities assumed at the consummation of the Fulghum Acquisition.

(2) Preliminary Allocation of Purchase Price and Calculation of Goodwill

As discussed in note 1, the Company has made a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates and valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the Fulghum Acquisition, the actual amounts recorded for the Fulghum Acquisition may differ materially from the information presented. A final determination of fair values will be based on the assets acquired and the liabilities assumed of Fulghum at the consummation of the Fulghum Acquisition.

The preliminary purchase price consisted of approximately $63.5 million of cash, including approximately $3.5 million used to retire certain debt of Fulghum at closing.

The Company’s preliminary purchase price allocation as of March 31, 2013 is as follows (amounts in thousands):

Cash	$	13,458
Accounts receivable		6,511
Inventories		2,832
Prepaid expenses and other current assets		866
Other receivables, net		1,640
Property, plant and equipment		93,574
Construction in progress		426
Intangible assets (Trade name - $5,496 and Processing agreements - $27,000)		32,496
Goodwill		19,878
Other assets		493
Accounts payable		(6,055	)
Accrued liabilities		(2,759	)
Deferred revenue		(793	)
Credit facility and loans, current portion		(16,791	)
Asset retirement obligation		(178	)
Credit facility and loans, net of current portion		(43,157	)
Unfavorable processing agreements		(6,161	)
Deferred income taxes		(28,750	)
Noncontrolling interests		(4,000	)
Total preliminary purchase price	$	63,530

(3) Pro Forma Condensed Combined Balance Sheet Adjustments and Assumptions

(a) Reflects the issuance of the Notes in the amount of $320.0 million, the repayment in full of the Partnership’s existing credit facilities and term loan, including accrued interest, in the amount of $207.0 million and interest rate swaps in the amount of $0.8 million, incurrence of debt issuance costs on the Notes of approximately $8.2 million and write-off of debt issuance costs related to the credit facilities and term loan of $5.8 million.

(b) Reflects the increase in historical cost of certain assets acquired and liabilities assumed to reflect their fair value, the elimination of historical Fulghum equity accounts and approximately $60.0 million of the approximately $63.5 million of cash consideration.

(c) Reflects payoff of certain Fulghum debt at closing.

(d) Reclassification of Fulghum spare parts from inventories to property, plant and equipment to conform with Rentech’s method of reporting.

(e) Reflects increase in goodwill, decrease in deferred taxes and release of tax valuation allowance due to Fulghum Acquisition.

(4) Pro Forma Condensed Combined Statement of Operations Adjustments and Assumptions

(a) Reflects adjustment to Agrifos’ inventories due to changing from standard costing for inventories to first-in first-out method.

(b) Reclassification of certain Agrifos department expenses from cost of sales to selling, general and administrative expense to conform with the Partnership’s presentation of costs.

(c) Reflects increase in depreciation and amortization expense due to increase in values of property, plant and equipment and intangible assets as a result of the Agrifos Acquisition.

(d) Reflects increase in depreciation and amortization expense due to increase in values of property, plant and equipment and intangible assets as a result of the Fulghum Acquisition.

(e) Reflects the elimination of historical interest expense related to Fulghum debt paid off at closing of Fulghum Acquisition.

(f) Reflects the elimination of transaction costs for the Agrifos Acquisition incurred through December 31, 2012.

(g) Reflects interest expense on outstanding borrowings under the Notes based on an interest rate of 6.5%.

(h) Reflects the estimated amortization of related debt issuance costs of the Notes over an eight year period.

(i) Reflects the elimination of historical interest expense related to the Partnership’s previous credit facilities and term loans.

(j) Reflects the elimination of historical interest expense related to Agrifos’ credit facility and term loan.

(k) Reflects the elimination of the Partnership’s historical loss on debt extinguishment.

(l) Reflects the elimination of the Partnership’s historical loss on interest rate swaps.

(m) Reflects the elimination of certain historical income tax expense.

(n) Reflects release of tax valuation allowance due to Fulghum Acquisition.

(o) Reflects net income attributable to noncontrolling interests, which represents the portion of results of operations in the Partnership not attributable, directly or indirectly, to the Company.

(p) Reflects the elimination of transaction costs for the Fulghum Acquisition incurred through March 31, 2013.

(5) Pro Forma Net Income Per Common Share Attributable to Rentech

Basic pro forma income (loss) per common share attributable to Rentech is calculated by dividing net income (loss) attributable to Rentech by the weighted average number of common shares outstanding for the period. Diluted pro forma net income (loss) per common share attributable to Rentech is calculated by dividing net income (loss) attributable to Rentech by the weighted average number of common shares outstanding plus the dilutive effect, calculated using the “treasury stock” method for the unvested restricted stock units, outstanding stock options and warrants.