Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
|
Note 13 — Commitments and Contingencies |
|
Natural Gas Forward Purchase Contracts |
|
The Company’s policy and practice are to enter into fixed-price forward purchase contracts for natural gas in conjunction with contracted nitrogen fertilizer product sales in order to substantially fix gross margin on those product sales contracts. The Company may also enter into a limited amount of additional fixed-price forward purchase contracts for natural gas in order to minimize monthly and seasonal gas price volatility. The Company occasionally enters into index-price contracts for the purchase of natural gas. The Company has entered into multiple natural gas forward purchase contracts for various delivery dates through April 30, 2015. Commitments for natural gas purchases consist of the following: |
| | | | | | | | |
| | As of | |
| | June 30, | | | December 31, | |
2014 | 2013 |
| | (in thousands, except weighted | |
|
average rate) |
MMBtus under fixed-price contracts | | | 4,580 | | | | 2,071 | |
MMBtus under index-price contracts | | | — | | | | 81 | |
| | | | | | | | |
Total MMBtus under contracts | | | 4,580 | | | | 2,152 | |
| | | | | | | | |
Commitments to purchase natural gas | | $ | 21,550 | | | $ | 8,571 | |
Weighted average rate per MMBtu based on the fixed rates and the indexes applicable to each contract | | $ | 4.71 | | | $ | 3.98 | |
|
During July 2014, the Company entered into additional fixed-quantity forward purchase contracts at fixed and indexed prices for various delivery dates through December 31, 2014. The total MMBtus associated with these additional forward purchase contracts are 0.8 million and the total amount of the purchase commitments is $3.3 million, resulting in a weighted average rate per MMBtu of $4.29 in these new commitments. The Company is required to make additional prepayments under these forward purchase contracts in the event that market prices fall below the purchase prices in the contracts. |
|
|
|
Contractual Obligations |
|
Pasadena |
|
On April 17, 2013, RNPLLC entered into an engineering, procurement and construction contract (the “EPC Contract”) with Abeinsa Abener Teyma General Partnership (“Abeinsa”). The EPC Contract provides for Abeinsa to be the contractor on the power generation project at the Pasadena Facility. The value of the contract is $25.0 million and the project is expected to be completed by late 2014. As of June 30, 2014, RNP has paid $19.0 million and accrued an additional $1.0 million under the EPC contract. |
|
Wood Pellets |
|
On April 30, 2013, Rentech’s subsidiary that owns the Wawa Project entered into a ten-year take-or-pay contract (the “Drax Contract”) with Drax Power Limited (“Drax”). Under the Drax Contract, such subsidiary is required to sell to Drax the first 400,000 metric tonnes of wood pellets per year produced from the Wawa Project, with the first delivery under the contract scheduled for the end of year 2014. In the event that it does not deliver wood pellets as required under the Drax Contract, the Rentech subsidiary that owns the Wawa Project is required to pay Drax an amount equal to the difference between the contract price for the wood pellets and the price of any wood pellets Drax purchases in replacement. Rentech has guaranteed this obligation in an amount not to exceed $20.0 million. |
|
For the Atikokan Project, Rentech’s subsidiary that owns the Atikokan Project entered into a ten-year “take-or-pay” contract (the “OPG Contract”) with Ontario Power Generation (“OPG”) under which such subsidiary is required to deliver 45,000 metric tonnes of wood pellets annually starting in 2014, prorated in the first year based on OPG’s successful commissioning date. OPG has the option to increase the amount of wood pellets the Atikokan Project is required to deliver to up to 90,000 metric tonnes annually. The Company expects that wood pellets produced at the Atikokan Project not purchased by OPG may be sold to Drax or marketed elsewhere. The Company also expects that its initial deliveries to OPG will consist of wood pellets purchased from third party suppliers and wood pellets produced at the Atikokan Project during its early commissioning phase. The Atikokan Project made its first delivery of wood pellets to OPG in May 2014 using wood pellets supplied under the KD Contract (as defined below). |
|
The contracts with Drax and OPG are each designed to minimize exposure to variable costs over the ten-year term. This exposure is minimized, in the case of the Drax agreement, by passing through to Drax increased costs resulting from certain changes in input prices, including general inflation, the price of fuel, and prices of wood supplied to the mills, and in the case of OPG by tying a portion of the price of wood pellets to a Canadian inflation index. However, such indexation and pass throughs may not exactly offset increases or decreases in the prices of inputs and the cost of transporting and handling wood pellets. |
|
A Rentech subsidiary has contracted with Canadian National Railway Company (the “Canadian National Contract”) for all rail transportation of wood pellets from the Atikokan Project and the Wawa Project to the Port of Quebec. The Atikokan Project is located 1,300 track miles, and the Wawa Project is located 1,100 track miles, from the Port of Quebec. |
|
Under the Canadian National Contract, such subsidiary has committed to transport a minimum of 1,500 rail carloads during the months of January 2014 through December 2014, and 3,600 rail carloads annually thereafter for the duration of the long-term contract. Delivery shortfalls would result in a $1,000 per rail car penalty. Under the Drax Contract, a Rentech subsidiary is responsible for the transportation of the wood pellets to the Port of Quebec. Drax is obligated to take delivery of the wood pellets on a FOB shipping point basis. Under the OPG Contract, OPG is obligated to take delivery of the Atikokan Project’s product on a FOB basis at the Company’s Atikokan facility. |
|
On November 25, 2013, a Rentech subsidiary entered into a one-year wood pellet purchase contract (the “KD Contract”) with KD Quality Pellets. Under the KD Contract, such subsidiary committed to purchase between 15,000 and 20,000 metric tonnes of wood pellets between December 1, 2013 and June 30, 2014. The KD Contract provides the subsidiary with an option to extend the term of the agreement to five years. The subsidiary is currently operating on a month-to-month basis until it extends the agreement. The Company may use the wood pellets that it purchases under the KD Contract to deliver wood pellets to OPG in advance of production by the Atikokan Project, or to cover shortfalls in production during commissioning of the Atikokan Project, so that it meets its delivery commitments under the OPG Contract. Any wood pellets that are purchased under the KD Contract and not sold to OPG may be sold to other customers. |
|
Litigation |
|
The Company is party to litigation from time to time in the normal course of business. The Company accrues legal liabilities only when it concludes that it is probable that it has an obligation for such costs and can reasonably estimate the amount of such costs. In cases where the Company determines that it is not probable, but reasonably possible that it has a material obligation, it discloses such obligations and the possible loss or range of loss, if such estimate can be made. While the outcome of the Company’s current matters are not estimable or probable, the Company maintains insurance to cover certain actions and believes that resolution of its current litigation matters will not have a material adverse effect on the Company’s financial statements. |
|
|
|
Regulation |
|
The Company’s business is subject to extensive and frequently changing federal, state and local, environmental, health and safety regulations in the jurisdictions in which it has operations governing a wide range of matters, including the emission of air pollutants, the release of hazardous substances into the environment, the treatment and discharge of waste water and the storage, handling, use and transportation of the Company’s fertilizer products, raw materials, and other substances that are part of our operations. These laws include the Clean Air Act (the “CAA”), the federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and various other federal, state and local laws and regulations. The laws and regulations to which the Company is subject are complex, change frequently and have tended to become more stringent over time. The ultimate impact on the Company’s business of complying with existing laws and regulations is not always clearly known or determinable due in part to the fact that the Company’s operations may change over time and certain implementing regulations for laws, such as the CAA, have not yet been finalized, are under governmental or judicial review or are being revised. These laws and regulations could result in increased capital, operating and compliance costs. |