Rentech Reports 2012 Activities and Financial Results; Provides 2013 Guidance

  Rentech Reports 2012 Activities and Financial Results; Provides 2013
  Guidance

Business Wire

LOS ANGELES -- March 19, 2013

Rentech, Inc. (NYSE MKT: RTK) today announced its results for the three and
twelve months ended December 31, 2012 and provided financial guidance for
2013. Rentech owns the general partner and approximately 60% of the common
units representing limited partner interests in Rentech Nitrogen Partners,
L.P. (NYSE: RNF). Rentech Nitrogen manufactures and sells nitrogen fertilizer
products. Rentech also owns the intellectual property including patents, pilot
and demonstration data, and engineering designs for a number of clean energy
technologies designed to produce certified synthetic fuels and renewable power
when integrated with third-party technologies.

Rentech’s financial results reflect the consolidated results of Rentech, Inc.
and its subsidiaries, including Rentech Nitrogen. The results of Rentech
Nitrogen are reported as the nitrogen products manufacturing subsidiary of
Rentech, which includes two operating segments: the East Dubuque Facility and
the Pasadena Facility.

Commenting on results for the period, D. Hunt Ramsbottom, President and CEO of
Rentech, said, “We reported solid results for the year as we re-position the
Company, reflecting reduced R&D expenses and strong nitrogen prices and
demand. We are confident about our future, with Rentech Nitrogen positioned to
expand as it benefits from strong nitrogen fundamentals, and Rentech
benefiting from reduced corporate spending and potentially entering a new
business line with immediate global growth opportunities and attractive
returns.”

Mr. Ramsbottom continued, “Beginning with the successful IPO of Rentech
Nitrogen in late 2011, we have taken deliberate, thoughtful actions which have
resulted in significant shareholder returns. We continue to focus on further
value creation, recently announcing the elimination of R&D activities and
pursuing a new business line with immediate or near-term profitability. We are
excited about the potential for growth and returns from a new business and are
optimistic about announcing our entry into the new business line in the coming
months.”

Special Cash Distribution and Share Repurchases

As a result of Rentech's successful execution of its strategy and the Board's
ongoing evaluation of the best steps to utilize its capital and create
shareholder value, Rentech returned $58.6 million of cash to shareholders in
2012. Rentech paid a special cash distribution to shareholders of $0.19 per
common share, which represented approximately $42.2 million in payments to
holders, on December 27, 2012. Approximately 75% of the distribution was a
return of capital. In addition to this cash distribution, Rentech repurchased
approximately 9.1 million shares in 2012, at an average price of $1.81 per
share.

Redemption of Convertible Notes

Rentech redeemed all of its 4.00% convertible senior notes with principal
amount of $57.5 million on December 31, 2012, in advance of their April 15,
2013 maturity. The early redemption resulted in interest savings of
approximately $0.7 million. Upon redemption of the notes, Rentech, Inc. has no
outstanding debt obligations, but those of Rentech Nitrogen Partners continue
to appear on the Company’s consolidated balance sheets.

R&D Facility Closure and Elimination of R&D Costs

Rentech has decided to eliminate spending on research and development (R&D)
activities and significantly reduce other expenses related to alternative
energy technologies for the foreseeable future. On February 28, 2013, Rentech
announced its decision to cease operations, reduce staffing at, and mothball
its research and development Product Demonstration Unit (PDU), a
demonstration-scale plant located in Commerce City, Colorado, and to eliminate
all related research and development activities. Any ongoing activities
related to the Company’s alternative energy technologies will be to protect
patents, to maintain the Commerce City site if efforts to sell the site are
unsuccessful, to continue low-cost efforts to seek partners who would provide
funding to deploy Rentech’s technologies or to sell or license the
technologies to third parties who are developing projects.

Strategy

Rentech Nitrogen

Given Rentech Nitrogen’s structure as a master limited partnership, management
is focused on increasing cash available for distribution. Three growth
projects are underway at Rentech Nitrogen’s facilities, which are expected to
be accretive to per unit cash distributions in the beginning of 2014 or
sooner. A fourth growth project is being planned to produce approximately 15
megawatts of power from waste steam at the Pasadena Facility, to reduce the
facility’s electricity expenses and to create an additional revenue stream by
exporting the remaining power for sale in the deregulated Texas power market.
If financing for this project is obtained on schedule, this project is
anticipated to begin contributing to cash distributions upon completion in the
fall of 2014. Beyond these growth projects, Rentech Nitrogen has an active M&A
team working on a prioritized list of opportunities to further enhance the
Partnership’s growth prospects.

Rentech

As previously disclosed, Rentech is focused on immediate growth opportunities
that meet the following criteria: unlevered, after-tax returns in the
mid-teens or higher; certainty of revenue with long-term contracts for
off-take, providing stability of cash flows; no reliance on new technology;
and opportunities to leverage Rentech’s expertise and resources.

Rentech is continuing low-cost efforts to seek partners who would provide
funding to deploy its alternative energy technologies or to sell or license
the technologies to third parties who are developing projects. The Company
will attempt to sell the PDU, as well as approximately 450 acres of land in
Natchez, Mississippi acquired for the development of an alternative energy
facility.

2013 Outlook

Rentech Nitrogen

In its press release dated March 19, 2013, Rentech Nitrogen issued guidance
for cash available for distribution for the twelve months ending December 31,
2013 of approximately $2.60 per unit. The 2013 guidance includes the impact of
two scheduled outages at its facilities during 2013, and the impact of lost
revenue in 2013 due to the unscheduled outage at the East Dubuque Facility in
December 2012. Excluding the effects of these outages the forecast for 2013
cash available for distribution would have been approximately $0.65 per unit
higher.

Assuming product and input prices equal to those expected in 2013, Rentech
Nitrogen noted that the increased annual production from its expansion
projects scheduled to come online by the end of 2013 would be expected to add
approximately $0.90 per unit of cash distributions and approximately $41
million of EBITDA.

Based on Rentech Nitrogen’s current guidance of $2.60 per unit, and assuming
Rentech’s current ownership of 23.25 million units of Rentech Nitrogen,
Rentech would receive approximately $60 million in cash distributions in 2013.

Rentech

Rentech provided the following guidance for cash selling, general and
administrative (Cash SG&A) and R&D expenses for 2013, excluding Rentech
Nitrogen:

                                                              
                                                                        %
                   2012 Actual    2013 Guidance              
                                                                        Change
                                                                        
Cash SG&A              $21.4             Approximately $20
Expenses               million           million based on current
                                         run rate
                                         Approximately $5
Plus: Former R&D    N/A            million, to be incurred     
Expenses^1                               over the second through
                                         fourth quarters
Total Cash SG&A     $21.4          Approximately $25           
Expenses               million           million
                                                                        
Total Cash R&D         $21.0             Approximately $5
Expenses               million           million, to be incurred
                                         in the first quarter
                                                            
Total Cash             $42.4             Approximately $30
Operating           million        million                     (30%)
Expenses
                                                                        

^1 Expenses that would have been recorded as R&D absent the decision announced
on February 28, 2013, to cease operations, reduce staffing at, and mothball
Rentech’s research and development Product Demonstration Unit.

In addition to the above guidance, Rentech indicated that former R&D expenses
classified as SG&A are anticipated to be at an annualized run rate of $2-3
million by the end of 2013. Any ongoing costs would be to protect patents
covering Rentech’s alternative energy technologies, to maintain the Commerce
City site if efforts to sell the site are unsuccessful or to continue low-cost
efforts to seek partners who would provide funding to deploy its technologies.
Additionally, Rentech expects to incur no R&D expenses in 2014.

Financial Highlights

The financial statements for the periods ended December 31, 2012 include
results of the Pasadena Facility segment from the date of the closing of the
acquisition of Agrifos LLC, which was November 1, 2012.

Three months ended December 31, 2012

Consolidated revenues for the three months ended December 31, 2012 were $92.5
million, compared to $63.1 million for the comparable period last year.
Revenues were derived almost entirely from sales of nitrogen fertilizer
products through Rentech Nitrogen. The increase in revenues at Rentech
Nitrogen was due to the contribution of $37.4 million of revenues from the
Pasadena Facility, which was partially offset by decreased sales prices and
volumes for most products at the East Dubuque Facility. Ammonia and UAN sales
volumes declined in the current period as a result of production lost during
plant outages at the East Dubuque Facility that occurred in the fourth quarter
of 2012. This delayed UAN shipments scheduled for the fourth quarter of 2012
into the first quarter of 2013.

Consolidated operating income for the three months ended December 31, 2012 was
a loss of $9.3 million, compared to operating income of $10.2 million for the
three months ended December 31, 2011. During the current year period, $16.0
million was recorded for impairments primarily relating to the write-off of
capitalized SilvaGas patents and goodwill from the acquisition of ClearFuels,
in the amounts of approximately $8.5 million and $7.2 million, respectively.
Current period operating income for the nitrogen products manufacturing
business was negatively impacted by $4.1 million of acquisition costs at the
Pasadena Facility.

During the three months ended December 31, 2012, Rentech’s nitrogen products
manufacturing subsidiary generated operating income of $21.3 million, compared
to $22.6 million during the prior-year period. EBITDA for Rentech’s nitrogen
products manufacturing business was $24.3 million for the period, compared to
$25.9 million in the corresponding period in 2011. EBITDA for the current
period, excluding Partnership level expenses and non-recurring items related
to the Pasadena Facility, totaled $28.6 million. The East Dubuque Facility and
the Pasadena Facility contributed $30.3 million and ($1.7) million in EBITDA,
respectively, during the three months ended December 31, 2012. As part of
purchase accounting adjustments related to the acquisition of Agrifos, the
value of inventory was increased to fair value as of the closing date, which
resulted in an approximately $3.4 million increase in the cost of product sold
by the Pasadena Facility during the two-month period ended December 31, 2012.
Further explanation of EBITDA, a non-GAAP financial measure, and a
reconciliation of EBITDA to net income for Rentech’s nitrogen products
manufacturing subsidiary have been included below in this press release.

Gross margins for the nitrogen products manufacturing business were 31% for
the three months ended December 31, 2012, compared to 41% for the same period
last year due to the absorption of fixed costs on lower volumes resulting from
plant outages in the fourth quarter of 2012, lower prices for most products at
the East Dubuque Facility and the contribution of gross profits from the
Pasadena Facility, which were lower gross margin sales than those from the
East Dubuque Facility. Average natural gas costs in cost of sales for the East
Dubuque Facility were $3.44 per MMBtu for the three months ended December 31,
2012, compared to $4.75 per MMBtu for the prior-year period. Average ammonia
and sulfur costs in cost of sales for the Pasadena Facility were $658 per ton
and $154 per ton, respectively, for the current period.

For the three months ended December 31, 2012, Rentech reported a consolidated
net loss of $24.5 million, or $0.11 per basic share. Included in these results
are $16.0 million of impairments and a $4.8 million loss for debt
extinguishment expenses. Excluding these items, Rentech would have generated a
net loss of $0.02 per basic share. This compares to a net loss of $8.5
million, or $0.04 per basic share, reported in the comparable period in the
prior year. Excluding non-recurring items, the Company generated net income of
$0.01 per share for the prior-year period.

Consolidated SG&A expenses were $14.4 million for the three months ended
December 31, 2012, compared to $10.5 million for the comparable period in the
prior year, comprised of $8.0 million for the alternative energy segment and
$6.4 million for the nitrogen fertilizer business, compared to $7.2 million
and $3.3 million, respectively, for the prior-year period. The increase in
SG&A expenses for the alternative energy segment was partly attributable to an
increase in non-cash compensation expense of $0.4 million. Cash SG&A expenses
for the alternative energy segment increased by $0.4 million. The increase in
SG&A expenses for the nitrogen products manufacturing business was primarily
due to business development expenses of approximately $2.4 million, including
$2.3 million related to the acquisition of the Pasadena Facility. In addition,
non-cash unit-based compensation was approximately $0.4 million higher in the
current period than in the prior-year period. Current period expenses also
include $0.4 million in SG&A expenses at the Pasadena Facility. Partially
offsetting the increase in SG&A expenses was a $1.1 million reduction in audit
and tax fees which were higher in the prior-year period due to the additional
audit and tax work required for the initial public offering (IPO) and change
in fiscal year.

R&D expenses incurred in the alternative energy segment during the three
months ended December 31, 2012 were $6.3 million, up from $4.2 million for the
comparable period in the prior year. The increase in R&D expenses resulted
primarily from approximately $3.6 million of lower reimbursements from the
U.S. Department of Energy (DOE) for costs related to the Rentech-ClearFuels
gasifier. These R&D expenditures were partially offset by lower property taxes
related to the PDU of $1.2 million in 2012, which were recorded as R&D
expense.

Twelve months ended December 31, 2012

Consolidated revenues for the twelve months ended December 31, 2012 were
$261.9 million, compared to $200.1 million for 2011. Revenues were derived
almost entirely from sales of nitrogen fertilizer products through Rentech
Nitrogen. The increase in revenues at Rentech Nitrogen was primarily due to
the contribution of $37.4 million of revenues from the Pasadena Facility,
increased sales prices for all products from the East Dubuque Facility and
higher sales volume for ammonia at the East Dubuque Facility. UAN sales volume
declined in the current year as a result of production lost during plant
outages at the East Dubuque Facility that occurred in the fourth quarter of
2012. This delayed UAN shipments scheduled for the fourth quarter of 2012 into
the first quarter of 2013.

Consolidated operating income for the twelve months ended December 31, 2012
was $43.3 million, compared to an operating loss of $27.2 million in 2011.
During the twelve months ended December 31, 2012, Rentech reported $16.0
million of impairments related to the Company’s capitalized SilvaGas patents
and goodwill from the acquisition of ClearFuels, in the approximate amounts of
$8.5 million and $7.2 million, respectively. During the year ended December
31, 2011, Rentech recorded a loss on impairment of $59.3 million relating to
canceled alternative energy projects.

During the twelve months ended December 31, 2012, Rentech’s nitrogen products
manufacturing business generated operating income of $111.6 million, compared
to $77.9 million in 2011. EBITDA for Rentech’s nitrogen manufacturing business
was $124.0 million for the current period, compared to $88.6 million in 2011.
EBITDA for the current period, excluding Partnership level expenses and
non-recurring items related to the Pasadena Facility, totaled $135.8 million.
The East Dubuque Facility and the Pasadena Facility contributed $137.5 million
and ($1.7) million in EBITDA, respectively, during the twelve months ended
December 31, 2012. As part of purchase accounting adjustments related to the
acquisition of Agrifos, the value of inventory was increased to fair value as
of the closing date, which resulted in an approximately $3.4 million increase
in the cost of product sold by the Pasadena Facility during the two-month
period ended December 31, 2012. Further explanation of EBITDA, a non-GAAP
financial measure, and a reconciliation of EBITDA to net income for Rentech’s
nitrogen products manufacturing business have been included below in this
press release.

Gross margins for the nitrogen products manufacturing business were 50% for
the twelve months ended December 31, 2012, compared to 43% for 2011. The
increase in gross margins was primarily attributable to an increase in
revenues and lower natural gas costs. Average natural gas costs in cost of
sales for the East Dubuque Facility were $3.59 per MMBtu for the twelve months
ended December 31, 2012, compared to $4.76 per MMBtu for the prior year.
Average ammonia and sulfur costs in cost of sales for the Pasadena Facility
were $658 per ton and $154 per ton, respectively for the current period.

For the twelve months ended December 31, 2012, Rentech reported consolidated
net loss of $14.0 million, or $0.06 per share. This compares to a net loss of
$67.3 million, or $0.30 per share, reported in the prior year. Excluding loss
on debt extinguishment and non-recurring items, the Company generated net
income of $0.03 per share for the twelve months ended December 31, 2012 and
net income of $0.05 per share for the prior-year period. Further explanation
of net income excluding loss on debt extinguishment and non-recurring items, a
non-GAAP financial measure, and a reconciliation of consolidated net income
excluding loss on debt extinguishment and non-recurring items to net income
have been included below in this press release.

For the twelve months ended December 31, 2012, total cash operating and
capital expenditures for Rentech's alternative energy segment were $42.1
million, which was below the Company’s previous guidance of approximately $45
million.

Consolidated SG&A expenses were $48.2 million for the twelve months ended
December 31, 2012, compared to $30.8 million for the prior year. Current
period SG&A expenses were comprised of $29.8 million for the alternative
energy segment and $18.4 million for Rentech Nitrogen, compared to $23.1
million and $7.7 million, respectively, for the prior-year period. The
majority of the increase in SG&A expenses for the alternative energy segment
relates to an increase in non-cash compensation of $6.5 million as compared to
the prior period. The increase in SG&A expenses for the nitrogen products
manufacturing business was primarily due to business development expenses of
approximately $4.5 million, including approximately $4.1 million for the
Agrifos acquisition. In addition, Rentech Nitrogen was a publicly traded
limited partnership for twelve full months in 2012 as compared to 52 days in
2011, which resulted in increases in non-cash unit-based compensation of
approximately $2.6 million, payroll costs of approximately $1.3 million,
approximately $1.0 million in professional and other fees related to being a
publicly-traded partnership, and $0.7 million of fees on the unused credit
facility. Current period expenses also include $0.4 million in SG&A expenses
at the Pasadena Facility. The increase in SG&A expenses was partially offset
by a $0.7 million reduction in audit and tax fees due to additional audit and
tax work in 2011 required for the IPO and change in fiscal year.

R&D expenses incurred in the alternative energy segment during the twelve
months ended December 31, 2012 were $20.9 million, down from $28.8 million for
the prior year. The decrease in R&D expenses resulted primarily from a
reduction in the engineering, procurement and construction activities
associated with the Rentech-ClearFuels gasifier at the PDU of approximately
$17.6 million and a savings from property tax and sales and use tax of
approximately $3.3 million. This reduction in expense was partially offset by
an increase in the start-up and operations costs of the gasifier of
approximately $6.5 million and a reduction in DOE reimbursements of $7.0
million.

Conference Call with Management

The Company will hold a conference call today, March 19, 2013, at 11:00 a.m.
PDT, during which time Rentech's senior management will review the Company's
financial results for this period and provide an update on corporate
developments. Callers may listen to the live presentation, which will be
followed by a question and answer segment, by dialing 866-294-4838 or
847-944-7303 and the audience passcode 5088586#. An audio webcast of the call
will be available at www.rentechinc.com within the Investor Relations portion
of the site under the Presentations section. A replay will be available by
audio webcast and teleconference from 1:00 p.m. PDT on March 19 through 1:00
p.m. PDT on March 26. The replay teleconference will be available by dialing
888-843-7419 or 630-652-3042 and the audience code 5088586#.

                                                      
Rentech, Inc. and Subsidiaries

Consolidated Statements of Income

(Stated in Thousands, Except per Share Data)
                                                               
                       For the Three Months                    For the Year
                       Ended December 31,                      Ended December 31,
                       2012           2011                  2012           2011
                       (unaudited)                                               (unaudited)^1
                                                               
Total Revenues         $ 92,459          $ 63,066              $ 261,925         $  200,115
                                                                                 
Cost of Sales           63,872          37,510              130,006          114,110  
                                                                                 
Gross Profit             28,587            25,556                131,919            86,005
                                                                                 
Selling, general
and                      14,409            10,498                48,240             30,815
administrative
expense
Research and             6,270             4,202                 20,944             28,785
development
Depreciation and         1,268             566                   3,754              2,218
amortization
Loss on                  15,941            583                   15,965             59,272
impairments
Advance for
equity                   -                 -                     -                  (7,892   )
investment
Other                   (13     )        (507    )            (328    )         16       
Operating               37,875          15,342              88,575           113,214  
Expenses
                                                                                 
Operating Income         (9,288  )         10,214                43,344             (27,209  )
(Loss)
Other Income
(Expense), Net
Interest expense         (3,661  )         (4,098  )             (8,949  )          (17,034  )
Loss on debt             (4,801  )         (10,263 )             (4,801  )          (19,486  )
extinguishment
Loss on interest         (43     )         -                     (951    )          -
rate swaps
Other income            4               51                  258              139      
(expense), net
Total Other             (8,501  )        (14,310 )            (14,443 )         (36,381  )
Expenses, Net
                                                                                 
Income (loss)
before income            (17,789 )         (4,096  )             28,901             (63,590  )
taxes
                                                                                 
Income tax              122             2                   1,364            6        
expense
                                                                                 
Income (loss)
from continuing          (17,911 )         (4,098  )             27,537             (63,596  )
operations
Income from
discontinued            16              -                   150              -        
operations, net
of tax
Net Income               (17,895 )         (4,098  )             27,687             (63,596  )
(Loss)
Net income
attributable to         (6,630  )        (4,433  )            (41,687 )         (3,700   )
noncontrolling
interests
Net Loss
Attributable to        $ (24,525 )       $ (8,531  )           $ (14,000 )       $  (67,296  )
Rentech
                                                                                 
Net Loss per
Common Share
Attributed to
Rentech:
Basic and              $ (0.11   )       $ (0.04   )           $ (0.06   )       $  (0.30    )
diluted
                                                                                 
Weighted-Average
Shares:
Basic and               221,757         224,414             223,189          223,281  
diluted
                                                                                 

^1 Due to a change in fiscal year, three months of the period presented are
unaudited, but were included in a longer audited period. As a result of our
change in fiscal year-end from September 30 to December 31 in 2011 for both
Rentech and Rentech Nitrogen, the Company’s independent accountants audited
the period from October 1, 2011 through December 31, 2011. The unaudited
amounts presented for the calendar year ended December 31, 2011 were derived
by subtracting the unaudited results for the 3 months ended December 31, 2010
from the audited results for the fiscal year ended September 30, 2011, and
adding the audited results of the three months ended December 31, 2011.

                                                    
Rentech, Inc.

Statements of Income by Business Segment

(Stated in Thousands, Except per Unit Data)
                                                             
                     For the Three Months                    For the Year
                     Ended December 31,                      Ended December 31,
                     2012           2011                  2012           2011
                     (unaudited)                                               (unaudited)^1
Revenues
East Dubuque         $ 54,977          $ 63,014              $ 224,205         $  199,909
Pasadena               37,430            -                     37,430             -
Alternative           52              52                  290              206      
Energy
Total Revenues       $ 92,459          $ 63,066              $ 261,925         $  200,115
                                                                               
Gross Profit
(Loss)
East Dubuque         $ 30,290          $ 25,554              $ 133,543         $  85,998
Pasadena               (1,704  )         -                     (1,704  )          -
Alternative           1               2                   80               7        
Energy
Total Gross          $ 28,587          $ 25,556              $ 131,919         $  86,005
Profit
                                                                               
Operating
Income (Loss)
East Dubuque         $ 28,221          $ 22,648              $ 125,984         $  77,918
Pasadena               (2,648  )         -                     (2,648  )          -
Alternative           (30,589 )        (12,434 )            (68,219 )         (105,127 )
Energy
Total
Operating            $ (5,016  )       $ 10,214              $ 55,117          $  (27,209  )
Income
                                                                               
Net Income
(Loss)
East Dubuque         $ 26,094          $ 10,455              $ 123,721         $  45,700
Pasadena               (2,648  )         -                     (2,648  )          -
Alternative           (35,449 )        (14,553 )            (79,316 )         (109,296 )
energy
Total Net            $ (12,003 )       $ (4,098  )           $ 41,757          $  (63,596  )
Income
                                                                               
Reconciliation
of Segment Net
Income to
Consolidated
Net Income
Segment Net          $ (12,003 )       $ (4,098  )           $ 41,757          $  (63,596  )
Income
Partnership
and                    (4,573  )         -                     (11,844 )          -
Unallocated
Expenses
Unallocated
Interest
Expense and           (1,319  )        -                   (2,226  )         -        
Loss on
Interest Rate
Swaps
Consolidated         $ (17,895 )       $ (4,098  )           $ 27,687         $  (63,596  )
Net Income
                                                                               

^1 Due to a change in fiscal year, three months of the period presented are
unaudited, but were included in a longer audited period. As a result of our
change in fiscal year-end from September 30 to December 31 in 2011 for both
Rentech and Rentech Nitrogen, the Company’s independent accountants audited
the period from October 1, 2011 through December 31, 2011. The unaudited
amounts presented for the calendar year ended December 31, 2011 were derived
by subtracting the unaudited results for the 3 months ended December 31, 2010
from the audited results for the fiscal year ended September 30, 2011, and
adding the audited results of the three months ended December 31, 2011.

                                                      
Rentech, Inc. and Subsidiaries

Balance Sheet Data

(Stated in Thousands)
                                                                  
                                     As of                        As of

                                     December 31,                 December 31,
                                     2012                         2011
Cash and Cash Equivalents            $   141,736                  $   237,478
Working Capital                          107,059                      206,434
Construction in Progress                 61,417                       9,809
Total Assets                             479,202                      360,528
Total Long-Term Liabilities              194,130                      53,475
Total Rentech Stockholders'              157,987                      208,848
Equity
                                                                      
                                                                      

Disclosure Regarding Non-GAAP Financial Measures

EBITDA is defined as net income plus interest expense and other financing
costs, loss on debt extinguishment, loss on interest rate swaps, income tax
expense and depreciation and amortization, net of interest income. EBITDA is
used as a supplemental financial measure by management and by external users
of the Company’s financial statements, such as investors and commercial banks,
to assess:

  *the financial performance of the Company’s assets without regard to
    financing methods, capital structure or historical cost basis; and
  *the Company’s operating performance and return on invested capital
    compared to those of other public companies, without regard to financing
    methods and capital structure.

EBITDA should not be considered an alternative to net income, operating
income, net cash provided by operating activities or any other measure of
financial performance or liquidity presented in accordance with GAAP. EBITDA
may have material limitations as a performance measure because it excludes
items that are necessary elements of Rentech’s costs and operations. In
addition, EBITDA presented by other companies may not be comparable to
Rentech’s presentation, since each company may define these terms differently.

The table below reconciles EBITDA to net income for Rentech’s nitrogen
products manufacturing subsidiary for the three and twelve months ended
December 31, 2012 and 2011 (stated in thousands).

                                                  
                     Three Months Ended,                   Twelve Months Ended,
                     December 31,                          December 31,
                     2012          2011            2012           2011
                                                                      
Net income           $ 17,554         $ 10,455             $ 107,003         $ 31,057
Add:
Interest               (2     )         (14    )             (45     )         (53    )
income
Interest               1,289            1,947                1,469             12,788
expense
Loss on debt           2,114            10,263               2,114             19,486
extinguishment
Loss on
interest rate          44               -                    951               -
swaps
Income tax             303              -                    303               14,643
expense
Depreciation
and                    3,004            3,287                12,460            10,706
amortization
Other                 -              (3     )            (232    )        (3     )
EBITDA               $ 24,306        $ 25,935            $ 124,023        $ 88,624 
                                                                             

The table below reconciles EBITDA to net income and cash available for
distribution for Rentech’s nitrogen products manufacturing subsidiary for the
three months ended December 31, 2012 (stated in thousands).

                        
                               For the Three Months Ended December 31, 2012
                               East             Pasadena         Partnership
                               Dubuque                                    Consolidated
                                                Facility         Level
                               Facility
Net Income                     $ 26,094         $ (2,648 )       $  (5,892 )       $  17,554
Add:
  Net interest expense           12               -                 1,275             1,287
  Income tax expense             -                -                 303               303
  Loss on interest rate          -                -                 44                44
  swaps
  Loss on debt                   2,114            -                 -                 2,114
  extinguishment
  Depreciation and              2,041          963             -               3,004   
  amortization
EBITDA                         $ 30,261         $ (1,685 )       $  (4,270 )       $  24,306
  Plus:     Acquisition         -              -               4,131           4,131   
            costs
Adjusted EBITDA                $ 30,261         $ (1,685 )       $  (139   )       $  28,437
            Non-cash
  Plus:     compensation         -                -                 556               556
            expense
            Maintenance
  Less:     capital              (2,529 )         (587   )          -                 (3,116  )
            expenditures
            Net cash
  Less:     interest             (12    )         -                 (1,291 )          (1,303  )
            expense and
            debt service
            Distribution
            of cash
  Plus:     reserves for        -              2,414           2,117           4,531   
            working
            capital
Cash available for             $ 27,720        $ 142           $  1,243         $  29,105  
distribution
Cash available for                                                                 $  0.75    
distribution, per unit
Common units outstanding                                                              38,839
                                                                                   

The table below reconciles EBITDA to net income and cash available for
distribution for Rentech’s nitrogen products manufacturing subsidiary for the
twelve months ended December 31, 2012 (stated in thousands).

                        
                               For the Twelve Months Ended December 31, 2012
                               East              Pasadena         Partnership
                               Dubuque                                     Consolidated
                                                 Facility         Level
                               Facility
Net Income                     $ 123,721         $ (2,648 )       $ (14,070 )       $  107,003
Add:
  Net interest expense           149               -                1,275              1,424
  Income tax expense             -                 -                303                303
  Loss on interest rate          -                 -                951                951
  swaps
  Loss on debt                   2,114             -                -                  2,114
  extinguishment
  Depreciation and               11,497            963              -                  12,460
  amortization
  Other                         -               -              (232    )         (232    )
EBITDA                         $ 137,481         $ (1,685 )       $ (11,773 )       $  124,023
  Plus:     Acquisition         -               -              4,131            4,131   
            costs
Adjusted EBITDA                $ 137,481         $ (1,685 )       $ (7,642  )       $  128,154
            Non-cash
  Plus:     compensation         -                 -                2,827              2,827
            expense
            Maintenance
  Less:     capital              (7,913  )         (587   )         -                  (8,500  )
            expenditures
            Net cash
  Less:     interest             (149    )         -                (1,297  )          (1,446  )
            expense and
            debt service
            Distribution
            of cash
  Plus:     reserves for        -               2,414          3,696            6,110   
            working
            capital
Cash available for             $ 129,419        $ 142           $ (2,416  )       $  127,145 
distribution
Cash available for                                                                  $  3.30    
distribution, per unit
Common units outstanding                                                               38,529
                                                                                    

The table below reconciles net income (loss) attributable to Rentech excluding
loss on debt extinguishment and impairments to net income for the three and
twelve months ended December 31, 2012 and 2011 (stated in thousands, except
per share data).

                                                    
                                  For the Three                 For the Twelve

                                  Months Ended                  Months Ended
                                  December 31, 2012
                                                                
Net loss Attributable to          $  (24,525  )                 $  (14,000  )
Rentech
Loss on Impairments                  15,941                        15,965
Loss on Debt Extinguishment         4,801                       4,801    
Net Income (Loss)
Attributable to Rentech
Excluding Loss on Debt            $  (3,783   )                 $  6,766    
Extinguishment and
Impairments
                                                                
Net Loss per Share                $  (0.11    )                 $  (0.06    )
Attributable to Rentech
Loss on Impairments                  0.07                          0.07
Loss on Debt Extinguishment         0.02                        0.02     
Net Income (Loss) per Share
Attributable to Rentech
Excluding Loss on Debt            $  (0.02    )                 $  0.03     
Extinguishment and
Impairments
                                                                
Weighted-Average Shares              221,757                       223,189
Outstanding
                                                                
                                                                
                                  For the Three                 For the Twelve

                                  Months Ended                  Months Ended
                                  December 31, 2011
                                                                
Net loss Attributable to          $  (8,531   )                 $  (67,296  )
Rentech
Loss on Impairments                  583                           59,272
Loss on Debt Extinguishment         10,263                      19,486   
Net Income (Loss)
Attributable to Rentech
Excluding Loss on Debt            $  2,315                     $  11,462   
Extinguishment and
Impairments
                                                                
Net Loss per Share                $  (0.04    )                 $  (0.30    )
Attributable to Rentech
Loss on Impairments                  0.00                          0.26
Loss on Debt Extinguishment         0.05                        0.09     
Net Income (Loss) per Share
Attributable to Rentech
Excluding Loss on Debt            $  0.01                      $  0.05     
Extinguishment and
Impairments
                                                                
Weighted-Average Shares              224,414                       223,281
Outstanding
                                                                

About Rentech, Inc.

Rentech, Inc. (www.rentechinc.com) owns the general partner and approximately
60% of the common units representing limited partner interests in Rentech
Nitrogen Partners, L.P. (www.rentechnitrogen.com), a limited partnership
traded publicly under the symbol RNF. Rentech Nitrogen Partners, L.P.
manufactures and sells nitrogen fertilizer products. Rentech also owns the
intellectual property including patents, pilot and demonstration data, and
engineering designs for a number of clean energy technologies designed to
produce certified synthetic fuels and renewable power when integrated with
third-party technologies.

Safe Harbor Statement

This press release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995 about matters such as: our
efforts to enter into a new line of business, including the timing and
expected benefits from such line of business; the elimination of spending on
R&D activities and reduction in other expenses related to alternative energy
technologies; our efforts to seek partners who would provide funding to deploy
our alternative energy technologies, to sell or license our alternative energy
technologies and to sell the PDU and the Natchez land; the forecasted cash
spend for the alternative energy segment; the outlook for both our energy and
nitrogen fertilizer businesses; and projected cash available for distribution
and growth opportunities for Rentech Nitrogen. These statements are based on
management’s current expectations and actual results may differ materially as
a result of various risks and uncertainties. Other factors that could cause
actual results to differ from those reflected in the forward-looking
statements are set forth in the Company’s prior press releases and periodic
public filings with the Securities and Exchange Commission, which are
available via Rentech’s website at www.rentechinc.com. The forward-looking
statements in this press release are made as of the date of this press release
and Rentech does not undertake to revise or update these forward-looking
statements, except to the extent that it is required to do so under applicable
law.

Contact:

Rentech, Inc.
Julie Dawoodjee Cafarella
Vice President of Investor Relations and Communications
310-571-9800
ir@rentk.com
 
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