UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2014
(Exact name of registrant as specified in its charter)
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Colorado |
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1-15795 |
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84-0957421 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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10877 Wilshire Boulevard, 10th Floor Los Angeles, California |
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90024 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (310) 571-9800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 |
Regulation FD Disclosure. |
On September 16, 2014, Rentech, Inc. updated its website with additional
investor presentation materials that will be utilized by management. The materials include an update on Rentechs Canadian wood pellet projects. A copy of the additional materials is attached hereto as Exhibit 99.1. We encourage investors
to visit our website at www.rentechinc.com to obtain important information about our company.
Item 9.01 |
Financial Statements and Exhibits. |
99.1 |
Investor Presentation dated September 17, 2014. |
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 hereunto duly authorized.
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RENTECH, INC. |
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Date: September 16, 2014 |
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By: |
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/s/ Colin Morris |
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Colin Morris |
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Senior Vice President and General Counsel |
Exhibit 99.1
Hunt Ramsbottom
Credit Suisse Basic Materials
Conference September 17, 2014
President & CEO EO
Forward-Looking Statements
This presentation
contains forward-looking statements about matters such as: estimates regarding nitrogen fertilizer and wood fibre market opportunities; forecasts for our results of operations; the timing for completion and the capacity for our Canadian pellet
projects; the estimated annual revenues and EBITDA for our wood chipping business and wood pellets projects; our targeted EBITDA within the five years and our ability to capitalize on opportunities in the wood fibre market; the completion of our
exit from energy technologies in 2014; our plans to take our wood fibre processing business public as a master limited partnership; and our plans for restructuring our Pasadena facility. These statements are based on managements current
expectations and actual results may differ materially as a result of various risks and uncertainties. Factors that could cause actualresults to differfrom those reflected in the forward-looking statements are set forth in Rentechs and Rentech
Nitrogens press releases and periodic reports filed with the Securities and Exchange Commission, which are available via Rentechs and Rentech Nitrogens websites at www.rentechinc.com and www.rentechnitrogen.com. The forward-looking
statements in this presentation are made as of the date of this presentation and Rentech and Rentech Nitrogen 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.
References to an initial public offering of our wood fibre business in this presentation are being made
solely to advise Rentechs investors regarding the companys current business plan. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer or solicitation will be made
only by means of a prospectus.
Diversified Business
Rentech, Inc.
(NASDAQ: RTK)
Energy
Wood Fibre Technologies Fertilizer
Processing
(discontinued)
Wood Chipping General
Partner &
Wood Pellets 60% Owner
(Fulghum Fibres)
Rentech
Canada Rentech Nitrogen
Partners, L.P.
(NYSE: RNF)
New England
Wood Pellet
Global Expansion
NORTH AMERICAN FERTILIZER
CHIP & PELLET SALES
FERTILIZER SALES TO NEW
ZEALAND
WOOD CHIP SALES TO
ASIA
WOOD CHIP SALES TO CHILE
PELLET SALES TO U.K.
WOOD CHIP SALES TO
EUROPE WOOD CHIP SALES TO
ASIA FERTILIZER
SALES TO BRAZIL
WOOD CHIP FERTILIZER SALES TO NEW
TRADING ZEALAND WOOD CHIP
SALES TO EUROPE
WOOD CHIP SALES TO URUGUAY
39 Facilities*
Facilities Located in 4 Countries Countries with Rentech Operations & Customers
Serving Customers in 13 Countries Countries with Customer Accounts
*2 Canadian pellet facilities under construction
We Transform Natural Resources into Higher Value Products
Wood Chipping Wood Pellets
(Pulp Industries)
(Heating & Electricity)
Feedstocks: Fibre and Natural Gas
Industrial Products Fertilizers
(Industrial/Food) (Agriculture)
We Serve Diversified Markets
Pulp Industries
Heating & Electricity
(Wood Chipping) (Wood Pellets)
Rentechs products
support many Alfalfa Canola Corn
industries
Cotton Potato Soybean Wheat
Industrial/Food Agriculture
(Industrial Products)
(Fertilizers)
Rentech is a Leader
Wood Fibre
Largest pellet producer in Eastern Canada by early 2015
Largest pellet producer for the U.S. heating market
Largest independent producer of wood chips in the U.S.
Fertilizer
One of the key regional nitrogen suppliers to the U.S. Mid Corn Belt
Largest producer of synthetic ammonium sulfate in North America
Wood Fibre Business
Fulghum Fibres: Stable Cash Flows
Fulghum
Fibres is an industry leader
- Commands ~70% of U.S. contract chipping market1
- Processes ~15M tons of fibre annually
Fee-for-service model
- Majority of
business is tolling arrangement
- Average contract life of 5-7 years
- Over 60% of 2013 forecasted EBITDA contracted through 2017
Growth Potential
- Lower cost, higher quality value proposition
-
~95% of chipping is still in-house
- Customers are in growth segments
- Access to capital
1Weyerhaeuser Solutions EBITDA outlook as of 8/7/14
26 Facilities in North America
ALL CHIP PRODUCTION IN THE USA IS CONSUMED DOMESTICALLY
6 Facilities in South America
EUROPE ASIA CHIP
SALES
CHIP SALES
Blue-Chip Customers Under Long-Term Contracts
Fulghum Fibres has long-term contracts with most of its customers
- 60% of current volume is contracted through 2017
- Average contract length is 5-7 years
Most customers are large, established companies with long operating history
Exposure to any one customer does not exceed 16% of total volume
Customer retention and contract renewal have historically been very strong
NORTH AMERICAN SOUTH AMERICAN
CUSTOMERS CUSTOMERS
Weyerhaeuser Nippon Paper
Georgia Pacific Mitsubishi
Graphic Packaging
Sumitomo
International Paper Oji Paper
Kronospan Daio Paper
MeadWestvaco Arauco
Packaging Corp America CMPC
Potlatch Masisa
Rayonier Bosques Cautin
RockTenn Forestal
Atlantico / Portucel
Woodland Forestal Los Lagos / Marasumi
Canadian Pellet Business: Stable Cash Flows
10-year take-or-pay contracts for 445,000 tonnes of pellets annually
Stable Cash Flow Sustainable Crown Fibre Supply
- Contracts indexed for inflation, fuel and fibre supply
Long-Term Feedstock Supply
- 20-year supply with evergreen renewal of sustainable Crown fibre
Secure Logistics
- Long-term contract for
rail services with CN
- 15-year contract for Stevedoring services at Secure Logistics Infrastructure Port of
Quebec
- Exclusive priority access to largest bulk pellet terminal in Eastern Canada
Growth
- Opportunities to leverage port access, capable of handling over 1 million tonnes of pellets annually
Canadian Pellet Projects
Wawa, ON Atikokan, ON
Capacity 450K 100K
(metric tonnes/yr.)
Site Converted OSB mill
Converted particle board mill
CN Rail
Logistics None required
Port of Quebec
Ontario Power
Drax 45K tonnes
Offtake 400K tonnes Option on
addl 45K tonnes
10 years 10 years
Update on Canadian Wood Pellet Facilities
Atikokan Facility
95% mechanically complete
Completed production
test run using dry sawdust as feedstock to demonstrate certain key equipment
Expected production shifted from
September to October 2014 awaiting final equipment deliveries
Customers requirements are being met
Wawa Facility
Completed mechanical installation of the chippers, pellet mills and final product storage
Log cranes have been erected on site
Production
continues to be expected in fourth quarter of 2014
First shipment of pellets expected in early 2015, depending
on Draxs ship scheduling requirements
Canadian Wood Pellet Guidance
Construction costs to be modestly higher than budget
Expect to update 2015 EBITDA after the facilities are operating
Stabilized 2016 EBITDA for the facilities remains unchanged
U.S. Pellet Heating Business: Stable Margins
NEWP is the leader in a well- Relative Heating Costs in U.S. Northeast
established and growing market
- Commands 15% market share for U.S. Northeast heating pellets
- 7% annual growth rate of U.S. Northeast pellet demand
Strong market drivers
- Pellets are
competitive with natural gas, and cheaper than heating oil, propane, or electricity
- Pellet prices are less
volatile than prices for heating oil or natural gas
Stable margins
- Relatively flat feedstock supply due to ample supply
- Feedstock costs known prior to setting product prices
Industry poised for consolidation
Source: FutureMetrics; average pellet bag prices for ME, NH and VT
Brand Name Customers
NEWP has differentiated
itself by becoming the most reliable supplier to:
Big-box retailers, such as Home Depot, Lowes,
Tractor Supply and Wal-Mart
Specialty retailers including, lawn & garden centers, heating
supply stores, hardware stores, markets and convenience stores
Bulk sales are to large institutions, including
schools, universities, government buildings, farms, small businesses and light industry
Customer Segments 2013
Sales Profile
300
Specialty Big Box Bulk ton s) (thousand 200
56%
ume 34% 53%
Vol Sales 100
64% 41% 43%
0
2011 2012 2013
Fibre: Solid Platform with Growth
Global wood
chip and pellet sales are >$15B annually; expected to grow to >$25B by 2020
$55M EBITDA run rate
targeted by end of 2015
Planned IPO of fibre business in 2015 as MLP
Blackstone/GSO invested $150M in April 2014
Growth to IPO scale funded
Sources: RISI World
Timber Price Quarterly; RISI Global Woodfiber database; Poyry Pellet Market Assessment (2013); and Bloomberg New Energy Finance EU Biomass Demand Forecast (2012) Outlook as of 3/11/14
Rentech Nitrogen
Rentech Nitrogen Partners, L.P. (NYSE: RNF)
East
Dubuque, IL Facility
Pasadena, TX Facility
Publicly traded partnership with variable cash distributions Two nitrogen fertilizer production facilities with location
advantages
Producing Important Nutrients
Our main products
provide two of the most important nutrients to crops
Nutrients Products
Ammonia
Nitrogen: UAN
Most important nutrient in
determining crop yields Ammonium Sulfate
Ammonium Thiosulfate
Granular & Liquid Urea
Sulfur:
Helps crops efficiently utilize nitrogen
and Ammonium Sulfate
phosphate Ammonium Thiosulfate
Ammonia Ammonium Sulfate
Multiple Fertilizers for Multiple Crops
Corn
Alfalfa Cotton Canola Potato Soybean Wheat
Ammonia, UAN, Ammonium Sulfate, Urea & Ammonium
Thiosulfate
East Dubuque Facility
East Dubuque Facility
Advantaged location in the
heart of the U.S. corn belt
Premium pricing for nitrogen products
Natural gas feedstock
Growing nitrogen demand
Best Located Nitrogen Facility
Products are sold
within 200 miles of the facility
IL and IA are the two largest corn producing and nitrogen fertilizer
consuming states
Regional consumption exceeds production
- Ammonia: ~3.7x, UAN: ~1.5x
Annual ammonia and UAN consumption in IL, IA and WI have increased
Source: USDA
Were in Market
Prices in the Mid-Corn Belt
are higher than other regions
- Freight premium of $80-$120/t for ammonia and $35-$60/t for UAN from Gulf
Coast
Logistical advantage in serving customers during short, weather-dependent application windows due to our
facilitys location
Regional Pricing Premiums1
Average Annual Ammonia Sales Prices Per Ton2
($ / Short Ton)
($ / Short Ton)
1 Source: Green Markets; average prices for the 52 weeks ended September 9, 2014. Gulf Coast prices are the baseline
for determination of the regional pricing premiums.
2 Agrium data reflects domestic sales only.
Attractive Gross Margins
Significant cost
advantage in North America over European nitrogen fertilizer producers
- Gas prices are higher in Europe
- Additional transportation costs for foreign producers to service the North American market
- The East Dubuque facility is within one mile of Northern Natural Gas interstate pipeline system
Decoupling of product and input prices after the advent of fracking for natural gas
U.S. Natural Gas Prices vs. Western Europe 1
Ammonia vs. Natural Gas
Natural Gas Price ($ /
MMBtu)
Natural Gas Cost ($ / MMBtu)
Historical Sources: NBP Weekly Spot Rate, Henry Hub Weekly Spot Rate
1 European prices converted from GBP/Therm to $/MMBtu, based on daily Source: Green Markets, Bloomberg exchange rate
Historical Sources: NBP Weekly Spot Rate, Henry Hub Weekly Spot Rate
1 European prices converted from GBP/Therm to $/MMBtu, based on daily Source: Green Markets, Bloomberg exchange rate
Rising Nitrogen Demand
Growing fertilizer
consumption
Nitrogen represents ~58% of global fertilizer consumption1
Global Nitrogen Consumption
120 19952012 7,500
Nitrogen CAGR: 2.4%
110 7,000
Population CAGR: 1.2%
ons 100 6,500
MT
Millions 90 6,000
80 5,500
70 5000 , 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Nitrogen Consumption Population
Source: IFA
Pasadena Facility
Pasadena Facility
Largest producer of synthetic
ammonium sulfate in North America
Premium ammonium sulfate
Advantaged location on Houston Ship Channel
Premium Product
Largest domestic producer roduc
of premium remium synthetic ammonium sulfate in an industry dominated by lower quality product
Domestic and
international sales
Gaining market share from lower grade product
$80-$100/t premium compared to lower grade product sold internationally
North American AS production by type1
Other
Synthetic
15%
27%
58%
Caprolactam
1Source: Blue Johnson
Favorable Location
2,700 linear feet of Houston
Ship Channel frontage
2 deep-water docks, providing access for international deliveries
Rail service by BNSF and Union Pacific
Easy access to several interstate Areas of our marketing focus
highways Product type
Synthetic Byproduct
Planned Power Project Generation Site
Ammonium Thiosulfate
Storage Tanks Granulation
Ammonia tank Sulfuric acid plant
Pasadena Facility Challenges
Actual and expected
margins have compressed
Expect to implement restructured operating plan in the fourth quarter of this year
Engaged an advisory firm to help evaluate terminalling proposals and other opportunities to create value at
the site
As of 8/7/14
Rentech Nitrogen: Value Creation
East Dubuque
Facility
Urea expansion of 5%
Nitric acid expansion of 8%
Third DEF storage
tank
Hydrogen recovery upgrade
Pasadena Facility
Restructured operating plan
Co-gen project
Terminal opportunities
As of 7/24/14 &
8/7/14
Market Update
Market Update
USDA projecting a corn crop of 14.4
billion bushels
USDA projection for ending corn stocks of 2.0 billion bushels up 0.2 billion bushels
Lower corn prices could result in greater feed usage and ethanol production
- Ethanol exports are strong: up 60% year-over-year in Q2
Tight global ammonia supplies
Ammonium sulfate prices seeing strength
Natural
gas prices softening
Our 2014 forecasted deliveries are nearly fully locked-in at avg. prices of $545 and $278
per ton for ammonia and UAN1
1As of 8/7/14
Summary
We are Well Positioned
Diversified businesses,
geographies and customers in growing stalwart industries
Market leaders
Expertise in each business segment
Execution: operational excellence and value creation
MLP-qualifying businesses
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