868725--12/15/2008--RENTECH_INC

related topics

{property, intellectual, protect}

{operation, natural, condition}

{cost, regulation, environmental}

{cost, contract, operation}

{stock, price, share}

{condition, economic, financial}

{acquisition, growth, future}

{gas, price, oil}

{personnel, key, retain}

{control, financial, internal}

{tax, income, asset}

{operation, international, foreign}

{product, market, service}

{debt, indebtedness, cash}

{stock, price, operating}

We do not expect our historical operating results to be indicative of future performance. Recent disruptions in the global markets and unstable economic conditions have made it more difficult for companies to secure financing. If we are unable to access financing on terms and at a time acceptable to us for any reason, it could have a material adverse effect on our operations, financial condition and liquidity. The investment portfolio for our available for sale securities includes investments in auction rate securities. Negative conditions in the global credit markets have impaired the liquidity of a portion of our investment portfolio and required us to adjust the carrying value of our investment through an impairment of earnings. Further impairments may occur in the future. We have disclosed a material weakness in our internal control over financial reporting with regard to the preparation of purchase orders for equipment and services ordered for the PDU, which could adversely affect our business, our prospects, any new financing or the valuation of our common stock . Risks Related to the Rentech Process We and our licensees may be unable to successfully implement use of the Rentech Process at commercial scale synthetic fuels plants. Our receipt of revenues from licensees is dependent on their ability to successfully develop, construct and operate synthetic fuels plants using the Rentech Process. Plants that would use the Rentech Process rely upon complex gas process systems. This creates risks of fire and explosions, which could cause severe damage and injuries, create liabilities for us, and materially and adversely affect our business. We could have potential indemnification liabilities to licensees relating to the operation of Fischer-Tropsch plants based on the Rentech Process and to intellectual property disputes. Industry rejection of the Rentech Process would adversely affect our ability to receive future license fees. If our competitors introduce new technology, new legislation or regulations are adopted, or new industry standards emerge, our technologies and products could become obsolete and unmarketable. Our success depends in part on the continued successful operation of the PDU. Our success depends on the performance of our management team, project development team and technology group. The loss of key individuals within these groups would disrupt our business operations. We may not be able to successfully manage our growing business. Our success depends in part on our ability to protect our intellectual property rights, which involves complexities and uncertainties. The Rentech Process may not compete successfully against Fischer-Tropsch technology developed by our competitors, many of whom have significantly more resources. Our processes (including the Rentech Process) incorporate technologies and processes developed by third parties the failure of which could harm our prospects for success. If we have foreign operations, our business there would be subject to various risks due to unstable conditions. Risks Related to Possible Inability to Complete Project Developments and the Financing Required for Construction and Subsequent Operation We are pursuing alternative fuels projects, including at the Natchez Project, that will involve substantial expense and risk. The construction of a commercial scale project that utilizes the Rentech Process and the development of other alternative fuel projects will require several years and substantial financing, and may not be successful. We may not be able to successfully negotiate and execute the engineering, procurement and construction contracts with construction and other vendors necessary for our development projects. If we do not receive funds from additional financing or other sources of working capital for our business activities and future transactions, we will not be able to execute our business plan. The volatility in the price for certain commodities that we may purchase in the open market to use as feedstock and the price for oil used to create petroleum derived fuels could adversely affect our ability to develop, build and operate commercial scale synthetic fuels plants or our ability to license our technology. The level of indebtedness we expect to incur could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations. The issuance of shares of our common stock could result in the loss of our ability to use our net operating losses. Risks Related to Our Operations of Plants A reduction in government incentives for FT fuels, or the relaxation of clean air requirements, could materially reduce the demand for FT fuels or the Rentech Process. Changes in existing laws and regulations, or their interpretation, or the imposition of new restrictions relating to emissions of carbon dioxide may give rise to additional compliance costs or liabilities and could materially reduce the demand for FT fuels or the Rentech Process which could, in turn, have a material adverse effect on our business, financial condition, results of operations or prospects. Changes in United States government regulations and agricultural policy that affect the demand for products made at the East Dubuque Plant could materially and adversely affect its operations. We could be subject to claims and liabilities under environmental, health and safety laws and regulations arising from the production and distribution of nitrogen fertilizers and alternative fuel products at our facilities. The market for natural gas has been volatile. If prices for natural gas increase significantly, we may not be able to economically operate the East Dubuque Plant. Lower prices for nitrogen fertilizers or downturns in market demands could reduce the revenues and profitability of the East Dubuque Plant s nitrogen fertilizer business. Weather conditions may materially impact the demand for REMC products. The business of the East Dubuque Plant is highly seasonal. The operations of the East Dubuque Plant are subject to risks and hazards that may result in monetary losses and liabilities. Acts of terrorism and continued conflict and instability in the Middle East could affect both the supply and price of various fertilizer materials that we sell. The nitrogen fertilizer industry is very competitive and the actions of our competitors could materially affect the results of operations and financial position of the Company. We rely on Agrium as distributor of the nitrogen fertilizer products we produce at the East Dubuque Plant. Risks Related to the Market for Rentech Common Stock We have a very substantial overhang of common stock and future sales of our common stock will cause substantial dilution and may negatively affect the market price of our shares. The market price of the Company s common stock may decline.

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868725--12/15/2008--RENTECH_INC_/CO/