RENTECH INC /CO/
10QSB, 1999-05-17
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-QSB


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 1999

[   ]  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.
               (Name of small business issuer 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 March 31, 1999:  common stock 43,982,283.

<PAGE>
                                       
                                RENTECH, INC.
                        FORM 10-QSB QUARTERLY REPORT

                              Table of Contents

<TABLE>
<S>                                                                  <C>
                       PART I - FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements:

          Consolidated Balance Sheets as of March 31, 1999
          and September 30, 1998 . . . . . . . . . . . . . . . . . . .3

          Consolidated Statements of Operations for the three 
          and six months ended March 31, 1999 and March 31, 1998 . . .5

          Consolidated Statement of Stockholders' Equity for
          the six months ended March 31, 1999. . . . . . . . . . . . .6

          Consolidated Statements of Cash Flows for the six
          months ended March 31, 1999 and March 31, 1998 . . . . . . .7

          Notes to the Consolidated Financial Statements . . . . . . .8

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . . . . . . . . . 11


                      PART II - OTHER INFORMATION

Item 1.   Legal Proceedings - None.. . . . . . . . . . . . . . . . . 15

Item 2.   Change in Securities and Use of proceeds - None. . . . . . 15

Item 3.   Defaults Upon Senior Securities - None.. . . . . . . . . . 15

Item 4.   Submission of Matters to a Vote of Security Holders - None.15

Item 5.   Other Information - None.. . . . . . . . . . . . . . . . . 15

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 15

     (a)  Exhibits - None
</TABLE>

                                      -2-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                  March 31,       September 30,
                                                    1999              1998     
                                                 (Unaudited)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<S>                                           <C>               <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                   $    1,768,885    $  3,056,379
  Accounts receivable, net                           159,632         224,933
  Inventories                                        103,659          99,574
  Prepaid expenses and other current assets          151,271         209,179
- -------------------------------------------------------------------------------

Total Current Assets                               2,183,447       3,590,065
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PROPERTY AND EQUIPMENT
  Property and equipment, net of accumulated
      depreciation of $232,778 and $180,258 as 
      of March 31, 1999 and September 30, 1998 
      respectively                                 2,077,885         320,057
- -------------------------------------------------------------------------------

OTHER ASSETS
  Licensed technology, net of accumulated
      amortization of $1,287,323 and $1,172,951 
      as of March 31, 1999 and September 30, 
      1998 respectively                            2,143,825       2,258,197
  Goodwill, net of accumulated amortization  
      of $163,726 and $124,333 as of March 31,
      1999 and September 30,1998 respectively      1,045,989       1,085,382
  Investment in ITN/ES                             3,080,427       3,079,107
  Technology rights, net of accumulated 
      amortization of $42,341 and $28,776 as of 
      March 31, 1999 and September 30, 1998 
      respectively                                   245,405         258,970
  Deposits and other assets                          331,137         123,472
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Total Other Assets                                 6,846,783       6,805,128
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Total Assets                                    $ 11,108,115    $ 10,715,250
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</TABLE>

See notes to the consolidated financial statements

                                      -3-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Consolidated Balance Sheets (continued)

<TABLE>
<CAPTION>
                                                  March 31,       September 30,
                                                     1999             1998     
                                                 (Unaudited)
- -------------------------------------------------------------------------------
<S>                                            <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                             $     250,699    $    315,116
  Accrued liabilities                                 54,810          79,568
  Lessee deposits                                     11,954             -0-
  Current portion of long-term debt                   78,972             -0-
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Total Current Liabilities                            396,435         394,684
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LONG-TERM DEBT
  Mortgage payable, net of current portion (Note 3)  909,638             -0-
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Total Liabilities                                  1,306,073         394,684
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STOCKHOLDERS' EQUITY
  Series A convertible preferred stock - 
    $10 par value; 200,000 shares authorized; 0  
    and 50,000 shares issued and outstanding;
    $10.00 per share liquidation value (in the 
    aggregate $0 and $528,347 including accrued 
    dividends of $28,347 as of September 30, 1998)       -0-         500,000
  Series B convertible preferred stock - $10 par 
    value; 800,000 shares authorized; 47,500
    and 107,500 shares issued and outstanding;
    $10.00 per share liquidation value (in the 
    aggregate $487,304 and $1,081,000 including 
    accrued dividends of $12,304 and $6,000)         475,000       1,075,000
  Common stock - $.01 par value; 100,000,000 
    shares authorized; 43,982,283 and 40,075,292 
    shares issued and outstanding                    439,829         400,750
  Additional paid-in capital                      23,625,451      21,426,487
  Accumulated deficit                            (14,738,238)    (13,081,671)
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  Total Stockholders' Equity                       9,802,042      10,320,566
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Total Liabilities and Stockholders' Equity      $ 11,108,115    $ 10,715,250
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</TABLE>

See notes to the consolidated financial statements.

                                      -4-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Consolidated Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                 Three Months Ended           Six Months Ended
                                      March 31,                  March 31,
                                 1999          1998          1999         1998
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
<S>                         <C>            <C>           <C>           <C>
REVENUES:
     Product sales          $   409,563    $   393,182   $   810,849   $   795,349
     Rental income               14,112            -0-        14,112           -0-
     Royalty income              60,023            -0-       220,024           -0-
- ----------------------------------------------------------------------------------
Total Revenues                  483,698        393,182     1,044,985       795,349

COSTS OF SALES:
     Cost of sales              184,459        196,534       358,596       368,834

- ----------------------------------------------------------------------------------
GROSS PROFIT                    299,239        196,648       686,389       426,515

EXPENSES:
     General and administrative 970,799        603,295     1,833,487     1,172,479
     Research and development    88,426          9,063       126,820         9,701
     Depreciation and 
       amortization             117,105         89,979       219,850       180,183
- ----------------------------------------------------------------------------------
Total Expenses                1,176,330        702,337     2,180,157     1,362,363
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LOSS FROM OPERATIONS           (877,091)      (505,689)   (1,493,768)     (935,848)

OTHER INCOME (EXPENSE):
     Interest income             25,792          4,469        58,225         6,939
     Interest expense           (11,985)       (35,827)      (12,215)     (111,158)
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Total Other Income (Expense)     13,807        (31,358)       46,010      (104,219)
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NET LOSS                       (863,284)      (537,047)   (1,447,758)   (1,040,067)
Dividend requirement on 
  Preferred Stock               176,617        228,110       208,809        28,110
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LOSS APPLICABLE TO COMMON 
  STOCK                    $ (1,039,901)   $  (765,157)  $(1,656,567)  $(1,068,177)
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Basic and diluted weighted 
  average number of shares 
  outstanding                43,362,908     31,008,405    42,649,442    30,496,444
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NET LOSS PER SHARE:
     Basic and diluted           $(0.02)        $(0.02)       $(0.04)       $(0.04)
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</TABLE>


See notes to the consolidated financial statements.

                                      -5-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Stockholders' Equity

For the Six Months ended March 31, 1999(Unaudited)

<TABLE>
<CAPTION>
                                Preferred Stock                                    Common Stock         Additional
                                   Series A               Series B                             Par        Paid-in       Accumulated
                               Shares    Amount      Shares       Amount        Shares        Value       Capital         Deficit
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>        <C>          <C>             <C>          <C>         <C>            <C>         

Balances, October 1, 1998      50,000  $ 500,000      107,500  $ 1,075,000     40,075,292   $ 400,750   $ 21,426,487   $(13,081,671)
Preferred stock issued
 for cash, net of offering 
 costs of $75,000                                      75,000      750,000                                   (79,000)
Common stock issued,
 for cash                                                                         835,610       8,366        227,828    
Common stock issued
 for dividends on Series A
 Preferred stock                                                                   52,068         521         55,761
Common stock issued
 for dividends on Series B
 Preferred stock                                                                   23,937         239         28,303        
Common stock issued
 for conversion of Series A
 Preferred stock              (50,000)  (500,000)                                 730,549       7,305        492,695         
Common stock issued
 for conversion of Series B
 Preferred stock                                     (135,000)  (1,350,000)     2,264,827      22,648      1,327,352
Dividends on preferred stock                                                                                 146,025       (208,809)
Net loss for the six
 months ended
 March 31, 1999                                                                                                          (1,447,758)
- ------------------------------------------------------------------------------------------------------------------------------------
Balances, March 31, 1999
(unaudited)                     -0-    $   -0-         47,500   $  475,000     43,982,283  $  439,829    $23,625,451   $(14,738,238)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See notes to the consolidated financial statements.

                                      -6-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
For the Six Months Ended March 31, (Unaudited)    1999              1998
- ----------------------------------------------------------------------------
<S>                                            <C>              <C>
OPERATING ACTIVITIES
   Net Loss                                    $(1,447,758)     $ (1,040,067)
   Adjustments to reconcile net loss to net 
     cash used in operating activities:
     Depreciation and amortization                 219,850           180,183
     Interest paid with Common Stock                   -0-            45,621
   Changes in operating assets and liabilities:
     (Increase) Decrease in accounts receivables    65,301          (106,028)
     (Increase) Decrease in inventories             (4,085)           (2,566)
     (Increase) Decrease in prepaids and other 
      current assets                                57,908           (50,009)
     Increase (Decrease) in accounts payable
      and other accrued liabilities                (67,135)          107,534
     Increase in lessee deposits                    11,954               -0-
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Net Cash Used in Operating Activities:          (1,163,965)         (865,332)
- ----------------------------------------------------------------------------


INVESTING ACTIVITIES
   Purchase of land and buildings                 (444,561)              -0-
   Purchase of equipment                          (376,687)          (17,561)
   (Increase) Decrease in deposits and other 
    assets                                        (207,665)           (2,511)
   Investment in ITN/ES                             (1,320)              -0-
   ITN deposit                                         -0-          (200,000)
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Net Cash Used in Investing Activities:          (1,030,233)         (220,072)
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FINANCING ACTIVITIES
   Proceeds from convertible notes payable             -0-            60,000
   Repayment of notes payable                          -0-          (690,000)
   Proceeds from issuance of preferred stock       750,000         2,000,000
   Proceeds from issuance of common stock          236,194           490,960
   Payment for offering costs                      (79,000)         (253,559)
   Payment of mortgage principal                      (490)              -0-
   Increase (Decrease) in dividends payable            -0-            28,110
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Net Cash Provided by Financing Activities          906,704         1,579,291
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INCREASE (DECREASE) IN CASH AND CASH 
   EQUIVALENTS                                  (1,287,494)          493,887
Cash and Cash Equivalents,
   Beginning of Period                           3,056,379           391,487
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Cash and Cash Equivalents,
   End of Period                               $ 1,768,885         $ 885,374
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</TABLE>

See notes to consolidated financial statements.

                                     -7-
<PAGE>

RENTECH, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 1999 (Unaudited)

1.    BASIS OF PRESENTATION

      The accompanying unaudited consolidated 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, 1998 annual 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 six months ended March 31, 1999 are not necessarily 
indicative of the results that may be expected for the full fiscal year 
ending September 30, 1999.

2.    SIGNIFICANT ACCOUNTING POLICIES

      Consolidation - The consolidated financial statements include the 
accounts of the Company and its wholly-owned subsidiary, Okon, Inc. All 
significant intercompany accounts and transactions have been eliminated in 
consolidation.

      Inventories -Inventories which consist of water protection sealants, 
chemicals and packaging supplies, are recorded at the lower of cost 
(first-in, first-out)or market.

      Licensed Technology - Capitalized investment in licensed technology 
represents costs incurred by the Company primarily for the purpose of 
demonstrating the Company's proprietary technology to prospective licensees, 
which it licenses to third parties under various fee arrangements.  These 
capitalized costs are being amortized using the straight line method over 15 
years.

      Investment in ITN/ES represents a 10% interest in ITN Energy Systems, 
Inc. The investment is stated at cost. The investment is evaluated 
periodically and is carried at the lower of cost or net realizable value.

      Technology Rights - Technology rights are recorded at cost and are 
being amortized on a straight-line method over a 10 year estimated life.

      Property and Equipment - Property and equipment is stated at cost and 
depreciated and amortized using the straight-line method over the estimated 
useful lives of the assets, which range from five to thirty years except for 
leasehold improvements which are amortized over the shorter of the useful 
life or the remaining lease term. Maintenance and repairs are expensed as 
incurred. Major renewals and improvements are capitalized and assets replaced 
are retired.  When property and equipment are retired or otherwise disposed 
of, the asset and accumulated depreciation or amortization are removed from 
the accounts and the resulting profit or loss is reflected in income.

      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 a 15 year period using the straight-line method.

                                      -8-
<PAGE>

      Long-Lived Assets - Long-lived assets, identifiable intangibles, and 
excess of costs over net assets 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 amount of the asset, an 
impairment loss is recognized and measured using the asset's fair value.

      Revenue Recognition - The Company reports its royalty income when the 
revenue earning activities that are to be provided by the Company have been 
performed and no future obligations to perform services exist. Sales of 
water-based stains sealers and coatings are recognized when the goods are 
shipped to the customers.

      Research and Development Costs - Research and development costs are 
charged to expense as incurred.

      Net Income (Loss) Per Share - Statement of Financial Accounting 
Standards No. 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 shares outstanding during the period. Diluted 
earning per share reflect the potential dilution of securities that could 
share in the earnings of the Company, similar to fully diluted earnings per 
share. Options and warrants are not considered in the computation of diluted 
earnings per share as their inclusion would be antidilutive. For the periods 
ended March 31, 1999 and 1998 , total stock options and stock warrants of 
5,365,626 and 4,631,626 respectively were not included in the computation of 
diluted loss per share because their effect was anti-dilutive.

      The Company has adopted Statement of Financial Accounting Standards No. 
130, "Reporting Comprehensive Income" ("SFAS No. 130"). Comprehensive income 
is comprised of net income and all changes to the consolidated statements of 
stockholders' equity, except those due to investments by stockholders, 
changes in paid in capital and distributions to stockholders. The adoption of 
SFAS No. 130 does not impact the Company's consolidated financial statements 
for 1999 and 1998.

3.    MORTGAGE PAYABLE

      The mortgage which was taken February 8, 1998 in the amount of $989,100 
matures on March 1, 2029, bears interest at 8.25% and is repayable in monthly 
installments of $7,516.80. The mortgage is fully secured by land and building.

4.    PREFERRED STOCK

      In January 1999, the Company issued 75,000 shares of its Series B 
Preferred Stock for net proceeds of $675,000 after offering costs of $79,000. 
During the period ended March 31, 1999, the Company converted 50,000 shares 
of Series A Preferred Stock at $10.00 per share and 1,350,000 shares of 
Series B Preferred Stock together with dividends earned on these shares for 
782,617 and 2,288,764 common shares respectively.

                                      -9-
<PAGE>

<TABLE>
<CAPTION>
5.  SUPPLEMENTAL DATA TO STATEMENTS OF CASH FLOWS
    for the Six Months Ended March 31,                                       1999       1998 
- ----------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>
      Cash payments for interest                                             $58,225   $65,537

      Excluded from the statements of cash flows were the effects of 
      certain noncash investing and financing activities as follows:
         Issuance of common stock from conversion of
             Preferred stock and dividends                                $1,934,824     $-0-
        Purchase of land and buildings financed with mortgage payable     $  989,100     $-0-
</TABLE>


                                      -10-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1999 AND 1998

RESULTS OF OPERATIONS.

      For the three and six months ended March 31, 1999, the Company recorded 
losses of $863,284 and $1,447,758 compared to net losses of $537,047 and 
$1,040,067 for the comparable period in 1998 fiscal year.  The increase for 
1999 is primarily due to increases in general and administrative expenses and 
research and development expenses. These increases are partially offset by 
royalty revenue and interest income.

      Net sales of water-based paints, sealers and coatings by the Company's 
Okon subsidiary for the three and six months ended March 31, 1999 were 
$409,563 and $810,849 as compared to $393,182 and $795,349 during the three 
and six months ended March 31, 1998. On October 8, 1998, the Company entered 
into a licensing agreement with Texaco Natural Gas, Inc. for the Rentech GTL 
Technology. Under the license, Texaco has the right to use Rentech's GTL 
Technology alone and in combination with Texaco's proprietary gasification 
technology to produce liquid hydrocarbon products such as naphtha, fuel and 
specialty products. Under this agreement, the Company earned $60,000 and 
$220,000 in royalty income during the three and six months ended March 31, 
1999 compared to no royalty income for the prior comparable period. In 
February 1999, the Company acquired the land and building occupied by its 
research department and three other tenants. Rental income from this facility 
contributed $14,112 to the six month period ended March 31, 1999.

      Gross profit increased to $299,239 and $686,389 for the three and six 
month periods ended March 31, 1999 compared to a gross profit of $196,648 and 
$426,515 for the three and six month periods ended March 31, 1999 because of 
royalty income and rental income which was earned during the three and six 
month periods ended March 31, 1999.

      General and administrative expenses increased to $970,799 and  
$1,833,487 for the three and six month periods ended March 31, 1999, compared 
to $612,358 and $1,182,180 for the same periods in 1998. This increase is 
caused by approximately $375,000 in expense from the hiring of additional 
office, sales and laboratory staff and salary increases during fiscal 1999.
      
      Research and development costs increased to $88,426 and $126,820 for 
the three and six month periods ended March 31, 1999, compared to $9,063 and 
$9,701 for the same periods in 1998. This increase is primarily attributable  
to accelerated research in Fischer-Tropsch technology.

      Depreciation and amortization increased by $27,126 and $39,667 for the 
three and six month periods ended March 31, 1999 compared to the three months 
and six months ended March 31,1998 primarily due to depreciation of equipment 
and amortization of leasehold improvements associated with setting up the new 
laboratory and research facility.

      Loss from operations increased to $877,091 and $1,493,768 for the three 
and six month periods ended March 31, 1999 compared to $$505,689 and $935,848 
for the comparable period in 1998 fiscal year. The increased loss is 
primarily due to increases in office staff , laboratory personnel and other 
costs associated with increased research. Cost increases are partially 
offset by royalty income which commenced in October 1998.

      Interest income was $21,323 and $51,286 higher during the three and 
six month periods ended March 31, 1999 as compared to the same period of 1998 
because of the Company's increase in cash on hand.

      Interest expense during the three and six month periods ended March  
31, 1999 was $11,985 and $12,215 compared to $35,827 and $111,158 during 
comparable 1998 periods due to interest charges relating to $1,310,500 in 
debt which was eliminated in 1998 offset by interest on Mortgage taken in 
February 1999 when the laboratory facility was purchased. 

                                     -11-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES.

      At March 31, 1999, the Company had working capital of $1,787,012 as 
compared to working capital of $3,195,381 at September 30, 1998. The 
decrease in working capital is primarily due to the use of cash in operations 
and purchase of capital assets partially offset by the proceeds from 
preferred stock and common stock issued for cash and the proceeds from a 
long-term mortgage. 

      The cash received by the Company during the fiscal year ended September 
30, 1998 and the cash generated from Okon's operations are expected to be 
adequate to fund the Company's operations at the current level through the 
2000 fiscal year.

      The Company is discussing other proposals made by several energy 
companies for exploitation of the Company's GTL Technology through licenses 
or other business ventures.  No assurances can be made that these 
discussions or arrangements will result in revenues to the Company. In 
October 1998, Rentech entered into a license agreement with Texaco Natural 
Gas, Inc. for commercialization of Rentech's GTL Technology.

      The Company has made significant commitments for capital expenditures. 
Management has purchased for $1,433,661 the building housing its new 
laboratory and invested approximately $350,000 in building renovations and 
new testing equipment during the period ended March 31, 1999. The Company is 
in the process of closing its Pueblo testing facility.  

      The Company has deferred tax assets with a 100 percent valuation 
allowance at March 31, 1999 and September 30, 1998. Management is not able to 
determine if it is more likely than not that the deferred tax assets will be 
realized.

      Rentech's common stock presently is traded on the Nasdaq SmallCap 
Market. One of the requirements for continued trading of securities on that 
market is a minimum bid price of $1.00 or more per share. If a deficiency 
exists for a period of 30 consecutive business days, Nasdaq is required to 
notify the issuer, which then has a period of 90 calendar days from such 
notification to achieve compliance. Compliance can be achieved by meeting the 
applicable standard for a minimum of ten consecutive business days during the 
90-day compliance period. From November 18, 1998, to the date of this 10Q, 
the bid price of Rentech's common stock has been less than $1.00 per share.

      By letter dated January 5, 1999, Nasdaq advised Rentech that it was not 
in compliance with the minimum bid price requirement and that Rentech had 
until April 5, 1999 to achieve compliance. Since Rentech did not meet those 
requirements, and to stay delisting of its stock from the Nasdaq SmallCap 
Market, Rentech requested a hearing with Nasdaq. The request had the effect 
of staying the delisting. By letter dated April 7, 1999, the Nasdaq Listing 
Qualifications Panel scheduled a hearing on Rentech's request for continued 
listing. The hearing is scheduled for May 20, 1999. Rentech does not know at 
this time whether its request will be granted. If it is not, Rentech intends 
to file an additional appeal.

YEAR 2000

      The Company, like most other companies, is faced with the Year 2000 
Issue, which is the result of computer programs that are written using two 
digits rather than four to define the applicable year. Any computer programs 
that affect the Company's activities and that have date-sensitive software 
may recognize a date using "00" as the year 1900 rather than the year 2000. 
This could result in a system failure or miscalculations causing disruptions 
of operations that depend upon such date-sensitive software or computer 
hardware. The potential problems include, among other things, a temporary 
inability to process transactions, send invoices, transfer funds, or engage 
in similar normal business activities.  The problems caused by the Year 2000 
Issue may be exacerbated and cause widespread business disruption because of 
the interdependence of computer and telecommunications systems in the United 
States and throughout the world.

      The Company has completed an initial assessment of Year 2000 compliance 
for its own information technology and business infrastructure.  Based upon 
this assessment, the Company believes its computer software, hardware and 
embedded technology would present limited Year 2000 Issues. The Company 
believes that its activities do not rely upon date-sensitive 

                                     -12-
<PAGE>

computer software, hardware or embedded technology for its own activities. 
The Company has been unable to evaluate whether the software, hardware and 
embedded technology used by third parties with whom it conducts business, 
including licensees, joint venture parties, and potential licensees, are 
Year 2000 compliant. If third parties who do business with the Company or 
governmental regulatory agencies fail to timely remediate their Year 2000 
Issues, then the Company may experience business interruptions, and in the 
worst case, the inability to engage in normal business operations for an 
unknown length of time.  The effect of these and related difficulties on the 
Company's operations, income and financial condition could be materially 
adverse.  To date, the Company's assessment of the Year 2000 Issue has not 
resulted in material costs.  The Company does not believe that any material 
expenditures will be required to complete its assessment.

      The Company recognizes the need for Year 2000 contingency plans because 
of the uncertainty associated with the Year 2000 Issue.  The Company does 
plan to replace its word processing and financial spread sheet software and 
its computer hardware if they are impacted by Year 2000 Issues.  The cost of 
any such replacements is not expected to be material.  The Company believes 
that it will not be able to require third parties with whom it conducts 
business or government agencies to resolve their Year 2000 Issues.  The 
Company has not developed contingency plans that would assure it will not be 
adversely impacted by the effect of the Year 2000 Issue, and it does not 
intend to prepare such plans.

ANALYSIS OF CASH FLOW

      As discussed under "Results of Operations," the Company had net losses 
of $1,444,758 and $1,040,067 respectively for the six months ended March 31, 
1999 and 1998.  The 1998 non-cash expenses include a $45,621 charge for 
interest on convertible notes payable satisfied with the issuance of common 
stock. 

      There was a $65,301 decrease in accounts receivable during the six 
months ended March 31,1999 compared to a $106,028 increase during the 
comparable fiscal year 1998 period.

      Accounts payable decreased by $67,135 during the six months ended March 
31, 1999 compared to a $107,534 increase for the prior year comparable period.

      Lessee deposits increased by $11,954 during the six month period ended 
March 31,1999 when the Company purchased the lab facility which was occupied 
by  tenants. 

      During the six months ended March 31, 1999, $1,163,965 in cash was used 
by operating activities compared to a net cash usage of $865,332 for the 
comparable period last year.

      The Company purchased $376,687 in equipment and leasehold improvements 
and $444,561 in real estate during the first half of fiscal 1999 compared to 
purchases of $17,561 during the comparable 1998 period.

       Deposits and other assets increased by $207,665 during the six months 
ended March 31, 1999 compared to a $2,511 increase for the comparable 1998 
period. An additional $26,320 was paid on a future joint venture project and 
$177,615 was paid on a deposit against a planned future acquisition. A 
$200,000 deposit paid in the six month period ended March 31, 1998 was 
applied against the purchase price of a 10% interest in ITN/ES in fiscal 1998.

      The Company financed a portion of its activities by net proceeds of 
$675,000 from the issuance of preferred stock and $236,194 from the issuance 
of its common stock during the 1999 period compared to proceeds of $60,000 
from convertible notes payable and $490,960 from common stock during the 
comparable period in 1998.

      The Company financed the purchase of real estate by taking a mortgage 
in the amount of $989,100 in February 1999. As of March 31, 1999 $490 was 
paid on the principal.

                                     -13-
<PAGE>

      Cash decreased during the six months ended March 31, 1999 by $1,287,494 
compared to an increase of $493,887 for the comparable period in 1998.  These 
changes decreased the ending cash balance to $1,768,885 at March 31, 1999 
from $3,056,379 at September 30, 1998. The 1998 changes increased the 
$391,487 September 30, 1997 cash balance to $885,374 at March 31, 1998.




















                                     -14-
<PAGE>

                         PART II - OTHER INFORMATION 

Item 1.    Legal Proceedings.  None. 

Item 2.    Change in Securities and Use of Proceeds. 

      There were no sales of the Company's equity securities sold by the 
Company during the period covered by this report that were not registered 
under the Securities Act of 1933, as amended.

Item 3.    Defaults Upon Senior Securities.  None. 

Item 4.    Submission of Matters to a Vote of Security Holders.  None.

Item 5.    Other Information.  None. 

Item 6.    Exhibits and Reports on Form 8-K. 

      (a)  Exhibits.  None 
      (b)  Reports. None

                                     -15-
<PAGE>

                                  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: May 14, 1999       
                          ----------------------------------------------
                          Dennis L. Yakobson, President


Dated: May 14, 1999       
                          ----------------------------------------------
                          James P. Samuels, Vice President-Finance
                          and Chief Financial Officer













                                     -16-

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               MAR-31-1999
<CASH>                                       1,768,885
<SECURITIES>                                         0
<RECEIVABLES>                                  160,694
<ALLOWANCES>                                     1,062
<INVENTORY>                                    103,659
<CURRENT-ASSETS>                             2,183,447
<PP&E>                                       2,077,885
<DEPRECIATION>                                 232,778
<TOTAL-ASSETS>                              11,108,115
<CURRENT-LIABILITIES>                          396,435
<BONDS>                                        909,638
                                0
                                    475,000
<COMMON>                                       439,829
<OTHER-SE>                                   8,887,213
<TOTAL-LIABILITY-AND-EQUITY>                11,108,115
<SALES>                                      1,044,985
<TOTAL-REVENUES>                             1,044,985
<CGS>                                          686,389
<TOTAL-COSTS>                                2,180,157
<OTHER-EXPENSES>                                46,010
<LOSS-PROVISION>                                 1,200
<INTEREST-EXPENSE>                              12,215
<INCOME-PRETAX>                            (1,447,758)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,447,758)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,447,758)
<EPS-PRIMARY>                                   (0.04)
<EPS-DILUTED>                                   (0.04)
        

</TABLE>


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