Selected Quarterly Financial Data (Unaudited) | Note 24 — Selected Quarterly Financial Data (Unaudited) Selected unaudited condensed consolidated financial information for the years ended December 31, 2016 and 2015 is presented in the tables below (in thousands, except per share data). The amounts for the second and third quarters of 2016 have been restated, as discussed below. Restated Restated First Quarter Second Third Quarter Fourth Quarter For 2016 Revenues $ 39,937 $ 31,793 $ 38,598 $ 40,416 Gross profit (loss) $ 131 $ (1,679 ) $ (795 ) $ (4,150 ) Operating loss $ (10,004 ) $ (11,847 ) $ (13,086 ) $ (139,055 ) Loss from continuing operations $ (11,028 ) $ (8,941 ) $ (10,354 ) $ (95,872 ) Income (loss) from discontinued operations, net of tax $ 5,574 $ 305,100 $ 1,666 $ (13,294 ) Net income (loss) $ (5,454 ) $ 296,159 $ (8,688 ) $ (109,166 ) Net (income) loss attributable to noncontrolling interests $ (3,406 ) $ (157 ) $ 71 $ (86 ) Net income (loss) attributable to Rentech $ (10,180 ) $ 284,953 $ (8,617 ) $ (109,252 ) Net income (loss) per common share allocated to Rentech: Basic: Continuing operations $ (0.54 ) $ (0.87 ) $ (0.45 ) $ (4.14 ) Discontinued operations $ 0.10 $ 12.89 $ 0.08 (0.57 ) Net income (loss) $ (0.44 ) $ 12.05 $ (0.37 ) $ (4.71 ) Diluted: Continuing operations $ (0.54 ) $ (0.87 ) $ (0.45 ) $ (4.14 ) Discontinued operations $ 0.10 $ 12.89 $ 0.08 (0.57 ) Net income (loss) $ (0.44 ) $ 12.05 $ (0.37 ) $ (4.71 ) First Quarter Second Quarter Third Quarter Fourth Quarter For 2015 Revenues $ 36,436 $ 39,925 $ 42,829 $ 37,267 Gross profit $ 5,526 $ 3,815 $ 5,751 $ 2,899 Operating loss $ (6,887 ) $ (11,563 ) $ (8,008 ) $ (24,269 ) Loss from continuing operations $ (6,039 ) $ (16,578 ) $ (10,534 ) $ (27,779 ) Income (loss) from discontinued operations, net of tax $ 6,085 $ (62,133 ) $ (22,302 ) $ (13,751 ) Net income (loss) $ 46 $ (78,711 ) $ (32,836 ) $ (41,530 ) Net (income) loss attributable to noncontrolling interests $ (3,675 ) $ 26,617 $ 9,812 $ 5,668 Net loss attributable to Rentech $ (4,949 ) $ (53,414 ) $ (24,344 ) $ (37,182 ) Net income (loss) per common share allocated to Rentech: Basic: Continuing operations $ (0.32 ) $ (0.78 ) $ (0.51 ) $ (1.27 ) Discontinued operations $ 0.10 $ (1.55 ) $ (0.55 ) $ (0.34 ) Net loss $ (0.22 ) $ (2.33 ) $ (1.06 ) $ (1.62 ) Diluted: Continuing operations $ (0.32 ) $ (0.78 ) $ (0.51 ) $ (1.27 ) Discontinued operations $ 0.10 $ (1.55 ) $ (0.55 ) $ (0.34 ) Net loss $ (0.22 ) $ (2.33 ) $ (1.06 ) $ (1.62 ) During the three months ended December 31, 2016, the Company (i) recorded impairment charges for the Wawa Facility of $83.3 million and for the Atikokan Facility of $32.9 million; (ii) recorded a goodwill impairment charge of $11.7 million; (iii) wrote down the inventory at the Wawa Facility by $7.5 million and at the Atikokan Facility by $0.8 million; and (iv) recorded equity in loss of investee of $1.2 million. The net loss during the three months ended December 31, 2015 was primarily attributable to the asset impairments of $26.3 million relating to the Pasadena Facility and $10.6 million relating to Fulghum Fibres, and the write-downs of the Pasadena Facility’s inventory of $0.6 million, the Wawa Facility’s inventory of $5.0 million and the Atikokan Facility’s inventory of $0.6 million. Restatement In filings that covered reporting periods for the three and six months ended June 30, 2016, and the three and nine months ended September 30, 2016, the Company incorrectly calculated its income tax provisions. The errors involved non-cash deferred taxes and the allocation of tax benefit and tax expense between continuing operations and discontinued operations. The Company recorded adjustments to deferred tax assets and liabilities related to the Merger during the three months ended June 30, 2016. Based upon further review of the accounting for the transaction in connection with the preparation of its financial statements for the year ended December 31, 2016, the Company determined that a book and tax basis difference existed of approximately $60 million related to the investment in CVR immediately following the transaction. The Company has therefore concluded that it should have recorded a non-cash deferred tax liability, which would have resulted in approximately $21.3 million of additional income tax expense in the quarter and six months ended June 30, 2016 and approximately $19.9 million of additional income tax expense for the nine months ended September 30, 2016 (due to a reduction of approximately $1.4 million in income tax expense for the three months ended September 30, 2016). The Company has also determined that the allocation of tax benefit and expense between continuing operations and discontinued operations for the affected periods should be amended due to the release of a valuation allowance that was improperly classified. The change in allocation of this item does not impact consolidated net income. The income tax benefit from continuing operations and income tax expense from discontinued operations should be reduced by approximately $100 million and $80 million, respectively, for the three and six months ended June 30, 2016, as well as the nine months ended September 30, 2016 due to the classification error of the valuation allowance release and need to record the deferred tax liability for the CVR units received in the Merger. As a result, income from continuing operations was overstated, income from discontinued operations, net of tax was understated, net income was overstated, except for the three months ended September 30, 2016 when it was understated, and deferred income taxes (liabilities) was understated. The Company concluded that its consolidated financial statements for the three and six months ended June 30, 2016 and the three and nine months ended September 30, 2016 included in the Company’s Form 10-Q for the periods ended June 30, 2016 and September 30, 2016, respectively, should no longer be relied upon for the reasons described above. Therefore, it has restated its financial statements for the three and six months ended June 30, 2016, and the three and nine months ended September 30, 2016. See below for the impact of the restatement to the balance sheets, statements of operations and net income (loss) per common share attributable to Rentech. As of June 30, 2016 As of September 30, 2016 As Reported Effect of Restatement As Restated As Reported Effect of Restatement As Restated (in thousands) ASSETS Total assets $ 489,503 $ — $ 489,503 $ 470,056 $ — $ 470,056 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Total current liabilities $ 62,686 $ — $ 62,686 $ 56,047 $ — $ 56,047 Long-term liabilities Debt 114,044 — 114,044 111,887 — 111,887 Earn-out consideration 933 — 933 921 — 921 Asset retirement obligation 234 — 234 240 — 240 Deferred income taxes 17,998 21,324 39,322 18,221 19,903 38,124 Other 1,666 — 1,666 1,923 — 1,923 Total long-term liabilities 134,875 21,324 156,199 133,192 19,903 153,095 Total liabilities 197,561 21,324 218,885 189,239 19,903 209,142 Commitments and contingencies (Note 14) Stockholders' equity Preferred 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 — — — — — — Series D junior participating preferred stock: $10 par value; 45 shares authorized; no shares issued and outstanding — — — — — — Common stock: $.01 par value; 45,000 shares authorized; 23,189 and 23,191 shares issued and outstanding at June 30, 2016 and September 30, 2016, respectively 232 — 232 232 — 232 Additional paid-in capital 532,793 — 532,793 533,167 — 533,167 Accumulated deficit (223,505 ) (21,324 ) (244,829 ) (233,543 ) (19,903 ) (253,446 ) Accumulated other comprehensive loss (20,233 ) — (20,233 ) (21,797 ) — (21,797 ) Total Rentech stockholders' equity (deficit) 289,287 (21,324 ) 267,963 278,059 (19,903 ) 258,156 Noncontrolling interests 2,655 — 2,655 2,758 — 2,758 Total equity (deficit) 291,942 (21,324 ) 270,618 280,817 (19,903 ) 260,914 Total liabilities and stockholders' equity (deficit) $ 489,503 $ — $ 489,503 $ 470,056 $ — $ 470,056 For the Three Months Ended June 30, 2016 As Reported Effect of Restatement As Restated (in thousands, except per share data) Loss from continuing operations before income taxes and equity in loss of investee $ (17,286 ) $ — $ (17,286 ) Income tax (benefit) expense (109,489 ) 99,784 (9,705 ) Income (loss) from continuing operations before equity in loss of investee 92,203 (99,784 ) (7,581 ) Equity in loss of investee 1,360 — 1,360 Income (loss) from continuing operations 90,843 (99,784 ) (8,941 ) Income from discontinued operations, net of tax 226,640 78,460 305,100 Net income (loss) 317,483 (21,324 ) 296,159 Net income attributable to noncontrolling interests (157 ) — (157 ) Loss on redemption of preferred stock (11,049 ) — (11,049 ) Preferred stock dividends — — — Net income (loss) attributable to Rentech common shareholders $ 306,277 $ (21,324 ) $ 284,953 Net income (loss) per common share allocated to Rentech common shareholders: Basic: Continuing operations $ 3.37 $ (4.24 ) $ (0.87 ) Discontinued operations $ 9.58 $ 3.31 $ 12.89 Net income (loss) $ 12.95 $ (0.90 ) $ 12.05 Diluted: Continuing operations $ 3.33 $ (4.20 ) $ (0.87 ) Discontinued operations $ 9.47 $ 3.42 $ 12.89 Net income (loss) $ 12.80 $ (0.75 ) $ 12.05 For the Six Months Ended June 30, 2016 As Reported Effect of Restatement As Restated (in thousands, except per share data) Loss from continuing operations before income taxes and equity in loss of investee $ (30,716 ) $ — $ (30,716 ) Income tax (benefit) expense (111,891 ) 99,784 (12,107 ) Income (loss) from continuing operations before equity in loss of investee 81,175 (99,784 ) (18,609 ) Equity in loss of investee 1,360 — 1,360 Income (loss) from continuing operations 79,815 (99,784 ) (19,969 ) Income from discontinued operations, net of tax 232,214 78,460 310,674 Net income (loss) 312,029 (21,324 ) 290,705 Net income attributable to noncontrolling interests (3,563 ) — (3,563 ) Loss on redemption of preferred stock (11,049 ) — (11,049 ) Preferred stock dividends (1,320 ) — (1,320 ) Net income (loss) attributable to Rentech common shareholders $ 296,097 $ (21,324 ) $ 274,773 Net income (loss) per common share allocated to Rentech common shareholders: Basic: Continuing operations $ 2.84 $ (4.25 ) $ (1.41 ) Discontinued operations $ 9.67 $ 3.32 $ 12.99 Net income (loss) $ 12.51 $ (0.90 ) $ 11.61 Diluted: Continuing operations $ 2.81 $ (4.22 ) $ (1.41 ) Discontinued operations $ 9.58 $ 3.41 $ 12.99 Net income (loss) $ 12.40 $ (0.79 ) $ 11.61 For the Three Months Ended September 30, 2016 As Reported Effect of Restatement As Restated (in thousands, except per share data) Loss from continuing operations before income taxes and equity in loss of investee $ (15,362 ) $ — $ (15,362 ) Income tax (benefit) expense (6,769 ) 646 (6,123 ) Loss from continuing operations before equity in loss of investee (8,593 ) (646 ) (9,239 ) Equity in loss of investee 1,115 — 1,115 Loss from continuing operations (9,708 ) (646 ) (10,354 ) Income (loss) from discontinued operations, net of tax (401 ) 2,067 1,666 Net income (loss) (10,109 ) 1,421 (8,688 ) Net income attributable to noncontrolling interests 71 — 71 Loss on redemption of preferred stock — — — Preferred stock dividends — — — Net income (loss) attributable to Rentech common shareholders $ (10,038 ) $ 1,421 $ (8,617 ) Net income (loss) per common share allocated to Rentech common shareholders: Basic: Continuing operations $ (0.42 ) $ (0.03 ) $ (0.45 ) Discontinued operations $ (0.01 ) $ 0.09 $ 0.08 Net income (loss) $ (0.43 ) $ 0.06 $ (0.37 ) Diluted: Continuing operations $ (0.42 ) $ (0.03 ) $ (0.45 ) Discontinued operations $ (0.01 ) $ 0.09 $ 0.08 Net income (loss) $ (0.43 ) $ 0.06 $ (0.37 ) For the Nine Months Ended September 30, 2016 As Reported Effect of Restatement As Restated (in thousands, except per share data) Loss from continuing operations before income taxes and equity in loss of investee $ (46,078 ) $ — $ (46,078 ) Income tax (benefit) expense (118,660 ) 100,430 (18,230 ) Income (loss) from continuing operations before equity in loss of investee 72,582 (100,430 ) (27,848 ) Equity in loss of investee 2,475 — 2,475 Income (loss) from continuing operations 70,107 (100,430 ) (30,323 ) Income from discontinued operations, net of tax 231,813 80,527 312,340 Net income (loss) 301,920 (19,903 ) 282,017 Net income attributable to noncontrolling interests (3,492 ) — (3,492 ) Loss on redemption of preferred stock (11,049 ) — (11,049 ) Preferred stock dividends (1,320 ) — (1,320 ) Net income (loss) attributable to Rentech common shareholders $ 286,059 $ (19,903 ) $ 266,156 Net income (loss) per common share allocated to Rentech common shareholders: Basic: Continuing operations $ 2.42 $ (4.28 ) $ (1.86 ) Discontinued operations $ 9.65 $ 3.40 $ 13.05 Net income (loss) $ 12.07 $ (0.84 ) $ 11.23 Diluted: Continuing operations $ 2.39 $ (4.25 ) $ (1.86 ) Discontinued operations $ 9.54 $ 3.51 $ 13.05 Net income (loss) $ 11.93 $ (0.70 ) $ 11.23 For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 As Reported As Restated As Reported As Restated (in thousands, except for per share data) Numerator: Income (loss) from continuing operations $ 90,843 $ (8,941 ) $ 79,815 $ (19,969 ) Less: Loss on redemption of preferred stock (11,049 ) (11,049 ) (11,049 ) (11,049 ) Less: Preferred stock dividends — — (1,320 ) (1,320 ) Less: (Income) loss from continuing operations attributable to noncontrolling interests (41 ) (41 ) (225 ) (225 ) Less: Income from continuing operations allocated to participating securities (1,987 ) — (1,740 ) — Income (loss) from continuing operations allocated to common shareholders $ 77,766 $ (20,031 ) $ 65,481 $ (32,563 ) Numerator: Income (loss) from discontinued operations $ 226,640 $ 305,100 $ 232,214 $ 310,674 Less: (Income) loss from discontinued operations attributable to noncontrolling interests (116 ) (116 ) (3,338 ) (3,338 ) Less: Income from discontinued operations allocated to participating securities (5,644 ) (7,599 ) (5,926 ) (7,957 ) Income (loss) from discontinued operations allocated to common shareholders $ 220,880 $ 297,385 $ 222,950 $ 299,379 Numerator: Net income (loss) attributable to Rentech common shareholders $ 306,277 $ 284,953 $ 296,097 $ 274,773 Less: Income allocated to participating securities (7,631 ) (7,100 ) (7,666 ) (7,114 ) Net income (loss) allocated to common shareholders $ 298,646 $ 277,853 $ 288,431 $ 267,659 Denominator: Weighted average common shares outstanding 23,067 23,067 23,051 23,051 Effect of dilutive securities: Preferred stock — — — — Warrants — — — — Common stock options — — — — Restricted stock 257 — 217 — Diluted shares outstanding 23,324 23,067 23,268 23,051 Basic: Continuing operations $ 3.37 $ (0.87 ) $ 2.84 $ (1.41 ) Discontinued operations $ 9.58 $ 12.89 $ 9.67 $ 12.99 Net income per common share $ 12.95 $ 12.05 $ 12.51 $ 11.61 Diluted: Continuing operations $ 3.33 $ (0.87 ) $ 2.81 $ (1.41 ) Discontinued operations $ 9.47 $ 12.89 $ 9.58 $ 12.99 Net income per common share $ 12.80 $ 12.05 $ 12.40 $ 11.61 For the Three Months Ended September 30, 2016 For the Nine Months Ended September 30, 2016 As Reported As Restated As Reported As Restated (in thousands, except for per share data) Numerator: Income (loss) from continuing operations $ (9,708 ) $ (10,354 ) $ 70,107 $ (30,323 ) Less: Loss on redemption of preferred stock — — (11,049 ) (11,049 ) Less: Preferred stock dividends — — (1,320 ) (1,320 ) Less: (Income) loss from continuing operations attributable to noncontrolling interests (103 ) (103 ) (328 ) (328 ) Less: Income from continuing operations allocated to participating securities — — (1,443 ) — Income (loss) from continuing operations allocated to common shareholders $ (9,811 ) $ (10,457 ) $ 55,967 $ (43,020 ) Numerator: Income (loss) from discontinued operations $ (401 ) $ 1,666 $ 231,813 $ 312,340 Less: (Income) loss from discontinued operations attributable to noncontrolling interests 174 174 (3,164 ) (3,164 ) Less: Income from discontinued operations allocated to participating securities — (43 ) (5,748 ) (7,772 ) Income (loss) from discontinued operations allocated to common shareholders $ (227 ) $ 1,797 $ 222,901 $ 301,404 Numerator: Net income (loss) attributable to Rentech common shareholders $ (10,038 ) $ (8,617 ) $ 286,059 $ 266,156 Less: Income allocated to participating securities — — (7,191 ) (6,690 ) Net income (loss) allocated to common shareholders $ (10,038 ) $ (8,617 ) $ 278,868 $ 259,466 Denominator: Weighted average common shares outstanding 23,189 23,189 23,098 23,098 Effect of dilutive securities: Preferred stock — — — — Warrants — — — — Common stock options — — — — Restricted stock — — 280 — Diluted shares outstanding 23,189 23,189 23,378 23,098 Basic: Continuing operations $ (0.42 ) $ (0.45 ) $ 2.42 $ (1.86 ) Discontinued operations $ (0.01 ) $ 0.08 $ 9.65 $ 13.05 Net income (loss) per common share $ (0.43 ) $ (0.37 ) $ 12.07 $ 11.23 Diluted: Continuing operations $ (0.42 ) $ (0.45 ) $ 2.39 $ (1.86 ) Discontinued operations $ (0.01 ) $ 0.08 $ 9.54 $ 13.05 Net income (loss) per common share $ (0.43 ) $ (0.37 ) $ 11.93 $ 11.23 |