<PAGE>
PAGE 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-19260
RENTECH, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 84-0957421
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1331 17th Street, Suite 720
Denver, Colorado 80202
----------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code:
(303) 298-8008
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
The number of shares outstanding of each of the issuer's classes of
common equity, as of June 30, 1997: common stock - 24,590,780.
Transitional Small Business Disclosure Format (Check one):
Yes No. X <PAGE>
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RENTECH, INC.
FORM 10-QSB QUARTERLY REPORT
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1997
and September 30, 1996 . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the
three and nine months ended June 30, 1997
and June 30, 1996 . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Stockholders' Equity
for the nine months ended June 30, 1997 . . . . . . . . 5
Consolidated Statements of Cash Flows for the nine
months ended June 30, 1997 and June 30, 1996 . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Change in Securities - None.
Item 3. Defaults Upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12
(a) Exhibits
(b) Reports on Form 8-K . . . . . . . . . . . . . . . . 12<PAGE>
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<TABLE>
<CAPTION>
RENTECH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
1997 1996
ASSETS (unaudited)
- ------ ----------- ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 194,626 $ 210,486
Restricted cash, current portion -0- 25,000
Accounts receivable 432,564 198,457
Property tax receivable -0- 71,813
Stock subscription receivable -0- 50,000
Inventory 90,258 -0-
Advances and other current assets 46,352 23,511
----------- -----------
Total Current Assets 763,800 579,267
----------- -----------
Property and Equipment, net of accumulated
depreciation of $118,641 and $94,620 as of June
30, 1997 and September 30, 1996, respectively 128,223 57,156
----------- -----------
Other Assets
Licensed technology, net of accumulated amorti-
zation of $887,022 and $715,464 as of June 30,
1997 and September 30, 1996 respectively 2,544,126 2,715,684
Goodwill, net of accumulated amortization of
$22,466 at June 30, 1997 1,219,143 -0-
Synhytech plant held for sale 99,500 99,500
Deposits and other 133,673 7,276
----------- -----------
Total Other Assets 3,996,442 2,822,460
----------- -----------
Total Assets $ 4,888,465 $3,458,883
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 202,407 $ 53,948
Accrued liabilities 19,437 68,759
----------- -----------
Total Current Liabilities 221,844 122,707
----------- -----------
Long Term Liabilities
Note Payable 300,000 -0-
----------- -----------
Commitments
Stockholders' Equity
Preferred stock - $10 par value; 1,000,000 shares
authorized; 84,562 issued and outstanding at June
30, 1997; redemption of $12.50 per share plus
dividends in arrears of $394,434 as of June 30,
1997 845,620 -0-
Common stock - $.01 par value; 100,000,000 shares
authorized; 24,590,780 shares issued and outstanding
as of June 30, 1997 and 14,975,116 shares issued
and outstanding as of September 30, 1996 245,905 149,748
Additional paid-in capital 11,872,182 10,888,152
Accumulated deficit (8,597,086) (7,701,724)
----------- -----------
Total Stockholders' Equity 4,366,621 3,336,176
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,888,465 $ 3,458,883
=========== ===========
See notes to consolidated financial statements.
/TABLE
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<TABLE>
<CAPTION>
RENTECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Retail sales $ 608,432 $ -0- $ 713,000 $ -0-
Contract revenues -0- -0- 5,249 209,412
License fees -0- -0- -0- 120,000
--------- -------- ----------- -----------
Total Revenue 608,432 -0- 718,249 329,412
--------- -------- ----------- -----------
COSTS OF SALES:
Cost of sales 302,715 -0- 340,526 -0-
Cost of contracts -0- -0- -0- 732,059
--------- -------- ----------- -----------
GROSS PROFIT 305,717 -0- 377,723 (402,647)
--------- -------- ----------- -----------
EXPENSES:
General and administrative 328,311 144,867 820,346 637,120
Loss on disposal of subsidiary -0- -0- -0- 500,908
Depreciation and Amortization 69,121 63,586 195,383 190,433
Research and development -0- -0- 2,315 -0-
--------- -------- ----------- -----------
Total Expenses 397,134 208,453 1,018,044 1,328,461
--------- -------- ----------- -----------
LOSS FROM OPERATIONS (91,417) (208,453) (640,321) (1,731,108)
--------- -------- ----------- -----------
OTHER INCOME (EXPENSE):
Investment -0- -0- -0- (75,000)
Interest income 1,692 753 3,186 3,291
Interest expense (7,894) (2,580) (8,017) (11,019)
Other income -0- 108,791 -0- 109,991
--------- -------- ----------- -----------
Total Other Income (Expense) (6,202) 106,964 (4,831) 27,263
--------- -------- ----------- -----------
NET LOSS (97,619) (101,489) (645,152) (1,703,845)
Dividend requirements on
Preferred Stock 469,575 -0- 644,644 -0-
--------- --------- ----------- -----------
LOSS APPLICABLE TO COMMON STOCK $(567,194) $(101,489) $(1,289,796) $(1,703,845)
========= ========= =========== ===========
Loss per common share $(0.03) $(0.01) $ (0.08) $(0.17)
Weighted average number
of shares outstanding 19,323,453 10,006,868 15,613,269 10,006,868
See notes to consolidated financial statements.
/TABLE
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<TABLE>
<CAPTION>
RENTECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1997
(Unaudited)
Preferred Stock Common Stock Additional
Par Par Paid-In Accumulated
Shares Value Shares Value Capital Deficit
------ ----- ------ ----- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balances,
September 30, 1996 -0- $ -0- 14,975,116 $149,748 $10,888,152 $(7,701,724)
Issuance of Preferred
Stock, net of offering
costs of $234,464 for
cash 150,000 1,500,000 (234,464)
Issuance of Common
Stock for cash 6,924,718 69,248 713,260
Redeemed Preferred
Stock (28,188) (281,880) (70,470)
Converted Preferred
Stock (37,250) (372,500) 2,690,946 26,909 505,234
Dividends on
Preferred Stock (179,740)
Net loss for the nine
months ended June 30,
1997 (645,152)
------- ---------- ---------- -------- ----------- -----------
Balances, June 30, 1997
(unaudited) 84,562 $ 845,620 24,590,780 $245,905 $11,872,182 $(8,597,086)
======= ========== ========== ======== =========== ===========
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
RENTECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 30, 1997 and 1996
(Unaudited)
1997 1996
---- ----
<S> <C> <C>
Operating Activities
Net Loss $ (645,152) $(1,703,845)
Adjustments to reconcile net loss to net cash
provided (used in) operating activities:
(Loss) on investment -0- 75,000
(Loss) on disposal of subsidiary -0- 500,908
(Loss) on contracts -0- 732,059
Depreciation and amortization 195,234 190,433
Bad debt expense -0- 103,930
Changes in operating assets and liabilities
net of business acquisition:
(Increase) Decrease in restricted cash 25,000 25,000
(Increase) Decrease in accounts receivables (234,107) 139,804
(Increase) Decrease in property tax receivable 71,813 -0-
(Increase) Decrease in inventories (3,664) -0-
(Increase) Decrease in advances and other
current assets (22,841) 19,206
Increase (Decrease) in accounts payable
and other accrued expenses 99,137 (453,474)
----------- -----------
Net Cash Provided By (Used in) Operating Activities: (514,580) (370,979)
----------- -----------
Investing Activities
Purchase of business (1,107,635) -0-
Purchase of equipment (12,941) -0-
Receipts for deposits and other (126,397) (4,279)
----------- -----------
Net Cash Provided By (Used in) Investing Activities (1,246,973) (4,279)
----------- -----------
Financing Activities
Proceeds from issuances of Preferred Stock 1,265,535 -0-
Proceeds from issuances of Common Stock 782,508 215,076
Proceeds from stock subscription receivable 50,000 -0-
Preferred Stock Redeemed (352,350) -0-
----------- -----------
Net Cash Provided By (Used in) Financing Activities 1,745,693 215,076
----------- -----------
Increase (Decrease) in Cash
And Cash Equivalents (15,860) (160,182)
Cash and Cash Equivalents,
Beginning of Period 210,486 175,752
Cash and Cash Equivalents,
End of Period $ 194,626 $ 15,570
=========== ===========
See notes to consolidated financial statements.
/TABLE
<PAGE>
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RENTECH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. The accompanying statements should be
read in conjunction with the audited financial statements included in the
Company's September 30, 1996 transition report on Form 10-KSB. In the
opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine months ended
June 30, 1997 are not necessarily indicative of the results that may be
expected for the full fiscal year ending September 30, 1997. All dollar
amounts included herein are in U.S. dollars, unless otherwise indicated.
The financial statements are presented on an accrual basis.
2. Significant Accounting Policies
Okon, Inc. - The financial statements include the accounts of the
Company and its wholly-owned subsidiary, Okon, Inc. ("Okon"). All
material intercompany accounts and transactions have been eliminated.
Okon was purchased during March 1997 and is in the business of wholesale
sales of stains and sealers.
Future Fuels Pty Limited - The financial statements include the
accounts of the Company and its wholly-owned foreign subsidiary, Future
Fuels Pty Limited (Future Fuels). All material intercompany accounts and
transactions have been eliminated. Future Fuels, an Australian company
organized on March 31, 1988, was engaged in the business of developing
process plants that use the Company's proprietary technology before its
liquidation for accounting purposes during December 1995.
Excess of Cost Over Net Assets Acquired - The excess of cost over
net assets acquired, which relate to the acquisition of Okon, is being
amortized over 15-year period using the straight-line method.
Long-Lived Assets - Long-lived assets, identifiable intangibles, and
excess of cost over net assets acquired are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. If the expected future cash flow from the
use of the asset and its eventual disposition is less than the carrying
account of the asset, an impairment loss is recognized and measured using
the asset's fair value.
Revenue Recognition - The Company reports its contract revenue on
fixed-priced contracts using the percentage-of-completion method of
accounting measured by the percentage of job costs incurred to date to
the latest estimated cost to complete for each project. Job costs
incurred prior to the Company's entering into a contract are expensed as
incurred and excluded from the percentage-of-completion calculation.
<PAGE>
PAGE 8
Contract costs include all direct material, labor, travel and other
costs directly related to contracts and indirect costs. Indirect costs
include all other costs indirectly related to contract completion such as
indirect labor, supplies, tools and equipment rental.
Revenues from Okon's operations are recognized as income at the time
the order is shipped.
Net Income (Loss) Per Share - Net loss per common share is computed
by dividing the net loss after deducting preferred stock dividends for
the period by the weighted-average number of shares of common stock
outstanding during the period. Options for common stock and warrants are
not considered in the computation of net loss per share as their
inclusion would be antidilutive.
Change of Fiscal Year - The Company changed its year end period from
December 31 to September 30 effective September 30, 1996. The period
ended September 30, 1996 is a transition period consisting of nine
months.
New Accounting Pronouncement - The Financial Accounting Standards
Board ("FASB") recently issued Statement of Financial Accounting
Standards No. 128 "Earnings Per Share" ("SFAS 128") and Statement of
Financial Accounting Standards No. 129 "Disclosure of Information About
an Entity's Capital Structure ("SFAS 129"). SFAS 128 provides a
different method of calculating earnings per share than is currently used
in accordance with Accounting Board Opinion ("APB") No. 15, "Earnings Per
Share." SFAS 128 provides for the calculation of "Basic" and "Diluted"
earnings per share. Basic earnings per share includes no dilution and is
computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of securities
that could share in the earnings of an entity, similar to fully diluted
earnings per share. SFAS 129 establishes standards for disclosing
information about an entity's capital structure. SFAS No. 128 and SFAS
129 are effective for financial statements issued for periods ending
after December 15, 1997. Their implementation is not expected to have a
material effect on the consolidated financial statements.
3. Stockholders' Equity - During March and April 1997, the Company
completed the sale of 150,000 shares of its Series 1997-A Redeemable
Convertible Preferred Stock. The stock is convertible into shares of the
Company's common stock at an average price of $.21 per share or into
common stock at a price that is 70% of the average closing bid price of
the common stock for the five trading days preceding the date of each
conversion, whichever is less. The issuance of the preferred stock, net
of $234,464 in offering costs, resulted in a cash increase of $1,265,536
to the Company. Dividends are payable on the preferred stock at 15% per
annum, in common stock or cash, at the option of the Company, until
converted or redeemed by the Company.
<PAGE>
PAGE 9
Through June 30, 1997, the Company recorded a $179,740 dividend
associated with the redemption and conversion features of the shares of
preferred stock redeemed or converted during the period. The preferred
stock is convertible into common stock at a discount from the market
value of the Company's common stock and is redeemable at a premium over
the face value of the preferred stock. An additional dividend on the
preferred stock in the amount of $394,434 has been added to the year-to-date
loss for purposes of calculating earnings per share. This amount is
made up of undeclared cumulative dividends on preferred shares of $32,024
and a dividend of $362,410 representing the unrecorded discount value of
preferred stock outstanding at June 30, 1997. This amount does not
affect the statement of operations, only the net loss per common share.
The preferred stock may be redeemed by the Company at a price of
$12.50 per share plus any accumulated dividends due at the date of
redemption.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations.
For the three and nine months ended June 30, 1997 the Company
recorded net losses of $97,619 and $645,152 compared to net losses of
$101,489 and $1,703,845 for the comparable periods in 1996. The net loss
for the nine months ended June 30, 1996 includes a non-recurring and non-cash
loss of $500,908 resulting from the loss on disposal of Future
Fuels, $732,059 loss associated with the termination of contract work on
the Henan Project in China and a $75,000 loss resulting from the write
off of a stock investment. See the following section entitled "Liquidity
and Capital Resources" for further details regarding the Henan Project
and liquidation of Future Fuels. The comparable losses excluding these
items are $645,152 and $395,878, respectively, for the nine-month periods
ended June 30, 1997 and 1996.
During the three and nine months ended June 30, 1997 the Company had
$608,432 and $718,249 in revenues compared to none and $329,412 for the
comparable 1996 periods . The increased revenues during the 1997
quarters reflects the acquisition of Okon, Inc. in March 1997. Of the
1997 revenues for the nine month period, $713,000 were attributed to
Okon. Only $5,249 were attributed to Rentech's gas conversion licensing
business, and these revenues were billed to the India project.
Cost of sales were first occurred during the previous quarter due to
the acquisition of Okon, which is engaged in the business of wholesale
sales of stains and sealers.
Cost of contracts decreased to zero during the three and nine months
ended June 30, 1997 compared to zero and $732,059 for the comparable
periods of 1996, reflecting termination of work on the Company's contract
for the Henan Project. The cost of contracts represents the direct costs
associated with the performance of contracts for gas conversion licensing
projects. The contract revenue during 1996 relates to the Henan Project
in China.
<PAGE>
PAGE 10
Gross profit was $305,717 and $377,723 for the three and nine month
periods ended June 30, 1997 compared to a gross loss of zero and $402,647
for the three month and nine month periods ended June 30, 1996.
General and administrative expenses increased by 29% to $820,346 for
the nine month period ended June 30, 1997 compared to the same period in
1996 . General and administrative expenses increased by 127% to $328,311
for the three month period ended June 30, 1997 compared to the same
period in 1996. The increases are attributable to the acquisition of
Okon and the costs of the related equity offering completed to provide
the capital necessary to make the acquisition, as well as the increased
effort to acquire additional businesses.
There was no loss on disposal of subsidiary during the nine months
ended June 30, 1997 compared to a loss of $500,908 for the nine months
ended June 30, 1996. The Henan contract was discontinued during the
three months ended December 31, 1995, and Future Fuels was placed into
liquidation during March 1996.
Depreciation and amortization remained relatively constant at
approximately $69,000 and $195,000, respectively, for both the three-month and
nine month periods ended June 30, 1997.
There was no loss on investment during the 1997 nine-month period
compared to a loss of $75,000 on investment during the 1996 period
resulting from the write off of an investment determined to have no
value.
Interest income was nearly the same during the nine months ended
June 30, 1997, as compared to the same period of 1996.
Interest expense during the three month period ended June 30, 1997
was significantly higher compared to the same period of 1996 due to a
$300,000 note payable related to the Okon acquisition. The nine month
period in 1996 included interest payments on trade accounts payable.
Liquidity and Capital Resources
The Company has incurred losses since its inception. At June 30,
1997 the Company had working capital of $541,956 as compared to $456,560
at September 30, 1996. The $85,396 or 19% increase in working capital is
due to the sale of preferred stock, common stock, and the exercise of
outstanding warrants for the purchase of common stock. During the last
two quarters the Company obtained financing through issuance of preferred
shares totaling $1,265,535, net of offering costs, to diversify into
other businesses that are expected to generate net income to sustain the
Company. The Company used $1,107,635 of this cash to purchase Okon, a
wholly-owned subsidiary engaged in the manufacture of water-based stains
and sealers for retail sales. The preferred stock accrues dividends at
15% per annum, payable in cash or common stock at the option of the
Company. The preferred stock is also convertible into common stock at an
average price of $.21 per share or a price that is 70% of the average
closing bid price of the common stock for the five trading days preceding
the date of conversion, whichever is less. During the quarter ended June
30, 1997, 37,250 preferred shares were converted into 2,690,946 common
shares.
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PAGE 11
During the nine months ended June 30, 1997 the Company issued
6,924,713 shares of common stock for $782,508, primarily through the
exercise of stock purchase warrants. The Company used $352,350 of this
equity capital to redeem 28,188 preferred shares.
In July 1997, the Company formed a limited liability company called
ITN Electronic Substrates LLC with ITN Energy Systems, Inc. The LLC is
owned 50% by Rentech and 50% by ITN Energy Systems, Inc. The LLC will
produce thin-film electronic substrates by deposition. Additional LLCs
may be formed in the future to exploit other technologies contributed to
those LLCs by ITN Energy Systems, Inc., including advanced processes for
ceramic deposition on materials to improve their capacity to withstand
heat and wear, and utilization of shape memory alloys that are highly
advanced metals which by the proper application of heat, cold or
electrical impulse can perform a mechanical function with precision for
long periods of time. Additionally, the Company is purchasing 10% of ITN
Energy Systems, Inc. for $200,000 in cash and 1,200,000 shares of common
stock. Closing is presently scheduled to occur on or before December 31,
1997. The Company is to register its shares within 120 days after the
stock is issued.
On March 31, 1997 Rentech entered into an agreement to negotiate
exclusively with the Texaco Group Inc., to establish a business
relationship for the purposes of accelerating the development and
licensing of Rentech's gas-to-liquids technology and to commercially
exploit the technology on a world wide basis. As of this date Rentech
and Texaco are working toward terms of a definitive agreement. Although
no assurances can be given that a formal agreement will be signed,
management is optimistic as to the positive financial impact such an
agreement would have on the Company.
Statement of Cash Flows
As discussed under "Results of Operations" in this report, the
Company had net losses of $645,152 and $1,703,845, respectively, for the
nine months ended June 30, 1997 and 1996. The 1996 non-cash expenses
include a write off of an investment of $75,000, a loss on disposal of a
subsidiary of $500,908, a loss on contracts of $732,059, and bad debt
expense of $103,930. Depreciation and amortization of $195,234 and
$190,433 for the nine months ended June 30, 1997 and 1996 were reported.
Changes in operating assets and liabilities include a $25,000
decrease in restricted cash for each period.
There was a $234,107 increase in accounts receivable during the
period ended June 30, 1997, primarily due to the acquisition of the Okon
subsidiary, compared to a $139,804 decrease during the comparable 1996
period.
A decrease of $71,813 in property tax receivable occurred during the
nine months ended June 30, 1997 compared to none for the comparable 1996
period.
An increase in inventories of $3,664 occurred during this current
period due to the acquisition of Okon, Inc. during March 1997.
<PAGE>
PAGE 12
Advances and other current assets increased by $22,841 during the
nine months ended June 30, 1997 compared to a $19,206 decrease for the
comparable period ended June 30, 1996 due to acquisition of the ongoing
Okon business.
Accounts payable increased by $99,137 during the nine months ended
June 30, 1997 partially due to the acquisition of Okon compared to a
$453,474 decrease during the 1996 period.
During the nine months ended June 30, 1997, $514,580 in cash was
used by operating activities compared to a net cash usage of $370,979 for
the comparable nine months of 1996. This was primarily due to the
continued development of the gas conversion process combined with the
acquisition of the Okon business.
Investing activities during the nine months ended June 30, 1997
totaled $1,246,973, compared to $4,279 for the comparable 1996 period.
During March 1997, the Company acquired Okon with approximately
$1,107,635 in cash. Other investing activities increased by $126,397
during 1997 due to investments in ITN/ES LLC as previously discussed in
this section.
During the nine months ended June 30, 1997 the Company financed its
activities by net proceeds of $1,265,535 from the issuance of preferred
stock, $782,508 from the issuance of common stock, and $50,000 from the
collection on its stock subscription receivable. During the nine months
ended June 30, 1996, the financing activities consisted of $215,076 in
proceeds from common stock issuances. The Company also redeemed 28,188
shares of preferred stock for $352,350 during the nine month period ended
June 30, 1997.
Cash decreased during the nine months ended June 30, 1997 by $15,860
compared to a decrease of $160,182 for the comparable period of 1996.
These changes decreased the ending cash balance to $194,626 at June 30,
1997 from $210,486 at September 30, 1996. The 1996 changes decreased the
September 30, 1995 balance of $175,752 to $15,570 at June 30, 1996.
<PAGE>
PAGE 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Change in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of shareholders was held on June 12,
1997. At the meeting, Erich W. Tiepel was elected to a term ending in
2000 as a member of the board of directors. The terms of Ronald C. Butz,
Mark S. Bohn and Dennis L. Yakobson as directors continue after the
meeting.
The following tabulation shows the votes cast at the annual meeting
on each matter voted upon, including election of directors.
Withheld/ Not
Election of Directors: For Against Voted
---------------------- --- --------- -----
Erich W. Tiepel 10, 861,635 469,699 0
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. Exhibit 27 Financial Data Schedule.
(b) Form 8-K dated April 4, 1997 reporting under Item 5 an
agreement between the Company and Texaco Group Inc. by which
the Company agreed to negotiate exclusively with Texaco
concerning use of its gas conversion technology.
(c) Form 8-K dated April 3, 1997 reporting under Item 2 the
acquisition of Okon, Inc. and under Item 9 the sale of 130,000
shares of Preferred Stock.
(d) Form 8-K/A dated May 20, 1997 submitting under Item 7 the Pro
Forma Consolidated Financial Statements (unaudited) and
Financial Statements for Okon, Inc.
<PAGE>
PAGE 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RENTECH, INC.
Dated: September 9, 1997 By: (Signature)
----------------------------------------
James P. Samuels, Vice President-Finance
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at June 30, 1997 (Unaudited) and the
Statement of Income for the Nine Months Ended June 30, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-01-1996
<PERIOD-END> Jun-30-1997
<CASH> 194,626
<SECURITIES> 0
<RECEIVABLES> 432,564
<ALLOWANCES> 0
<INVENTORY> 90,258
<CURRENT-ASSETS> 763,800
<PP&E> 246,864
<DEPRECIATION> (118,641)
<TOTAL-ASSETS> 4,888,465
<CURRENT-LIABILITIES> 202,407
<BONDS> 0
0
845,620
<COMMON> 245,905
<OTHER-SE> 3,275,096
<TOTAL-LIABILITY-AND-EQUITY> 4,888,465
<SALES> 718,249
<TOTAL-REVENUES> 718,249
<CGS> 377,723
<TOTAL-COSTS> 377,723
<OTHER-EXPENSES> 643,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,017
<INCOME-PRETAX> (645,152)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (645,152)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
