8-K

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

May 2, 2024

(Date of Report, Date of earliest event reported)

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38348	98-1377160
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2024, Ranpak Holdings Corp. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference. On May 2, 2024, at 8:30 a.m. (ET), the Company will host a conference call and webcast in which its financial results for the first quarter ended March 31, 2024 will be discussed.

The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1(*)	Press release dated May 2, 2024 entitled “Ranpak Holdings Corp. Reports First Quarter 2024 Financial Results”
104(*)	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

(*) Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RANPAK HOLDINGS CORP.
Date:	May 2, 2024	By:	/s/ William Drew
			William Drew
			Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Ranpak Holdings Corp. Reports First Quarter 2024 Financial Results

• Packaging System placement up 0.9% year over year to approximately 140,800 machines at March 31, 2024

• Net revenue for the first quarter increased 5.0% year over year to $85.3 million and increased 4.4% year over year on a constant currency basis to $88.5 million

• Net loss for the first quarter of $8.1 million compared to net loss of $12.4 million for the prior year period

• Constant Currency Adjusted EBITDA (“AEBITDA”) for the first quarter of $20.2 million up 33.8%, or $5.1 million, year over year

CONCORD TOWNSHIP, Ohio, May 2, 2024 – Ranpak Holdings Corp (NYSE: PACK) (“Ranpak” or “the Company”), a leading provider of environmentally sustainable, systems-based, product protection solutions for e-Commerce and industrial supply chains, today reported its first quarter 2024 financial results.

Omar Asali, Chairman and Chief Executive Officer, commented, “We are pleased to build off the momentum of the second half of 2023 by beginning 2024 with continued volume growth and profitability improvement as evidenced by strong growth in Gross Profit and Adjusted EBITDA on a constant currency basis. Sales for the quarter increased 5.0% year over year, or 4.4% on a constant currency basis, as volumes increased 5.3% and Automation grew 50%+. In addition to seeing volumes improve vs the prior year for the third quarter in a row, the continued favorable input cost environment drove gross margin expansion of 400 bps year over year to 37.9%, or 38.0% on a constant currency basis. Gross profit improvement of 17.5%, or 16.7% on a constant currency basis, along with controlled expenses drove an increase of Adjusted EBITDA by 33.8% year over year to $20.2 million on a constant currency basis. This growth in Adjusted EBITDA helped continue our path of deleveraging, achieving a 4.4x net debt to LTM Adjusted EBITDA ratio on a constant currency basis as of the end of the first quarter. We remain committed to generating cash in 2024 and moving towards our target of 3.0x or less leverage.”

“While a lot of the general challenging macro conditions driven by higher rates and inflationary pressures persist for consumers and corporates, we are pleased to see continued general improvement in our business and in particular in Europe. We believe that although the macro environment remains choppy, our Strategic Account initiatives in North America as well as momentum in Automation, will provide a solid tailwind for us to continue to drive volumes and scale Automation in 2024, and help us achieve solid growth for the year.”

First Quarter 2024 Highlights

• Packaging systems placement increased 0.9% year over year, to approximately 140,800 machines as of March 31, 2024

• Net revenue increased 5.0% and increased 4.4% adjusting for constant currency

• Net loss of $8.1 million compared to net loss of $12.4 million for the prior year period

• Constant currency AEBITDA1 of $20.2 million for the three months ended March 31, 2024 is up 33.8%

Net revenue for the first quarter of 2024 was $85.3 million compared to $81.2 million in the first quarter of 2023, an increase of $4.1 million or 5.0% year over year. Net revenue was positively impacted by increases in void-fill and other products, as well as a currency benefit of 0.7%, partially offset by decreases in cushioning and wrapping. Cushioning decreased $0.3 million, or 0.8%, to $37.3 million from $37.6 million; void-fill increased $2.9 million, or 9.6%, to $33.1 million from $30.2 million; wrapping decreased $0.7 million, or 7.5%, to $8.6 million from $9.3 million; and other sales increased $2.2 million, or 53.7%, to $6.3 million from $4.1 million for the first quarter of 2024 compared to the first quarter of 2023. Other net revenue includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field, such as systems accessories. The increase in net revenue is quantified by an increase in the volume of sales of our paper consumable products of approximately 5.3% and an increase of 2.7% in sales of automated box sizing equipment, partially offset by a 3.6% decrease in the price or mix of our paper consumable products. Constant currency net revenue was $88.5 million for the first quarter of 2024, a 4.4% increase from $84.8 million for the first quarter of 2023.

Net revenue in North America for the first quarter of 2024 totaled $31.9 million compared to $31.1 million in the first quarter of 2023. The increase of $0.8 million, or 2.6%, was primarily attributable to increases in void-fill and other sales, partially offset by decreases in cushioning and wrapping.

___________________

1 Please refer to “Non-GAAP Financial Data” in this press release for an explanation and related reconciliation of the Company’s non-GAAP financial measures and further discussion related to certain other non-GAAP metrics included in this press release.

Net revenue in Europe/Asia for the first quarter of 2024 totaled $53.4 million compared to $50.1 million in the first quarter of 2023. The increase of $3.3 million, or 6.6%, was driven by increases from void-fill, wrapping and other sales, partially offset by a decrease in cushioning. Constant currency net revenue in Europe/Asia was $56.6 million for the first quarter of 2024, a $2.9 million, or 5.4%, increase from $53.7 million for the first quarter of 2023.

Balance Sheet and Liquidity

Ranpak completed the first quarter of 2024 with a strong liquidity position, including a cash balance of $55.1 million and no borrowings on its $45 million Revolving Credit Facility, which matures in June 2025. As of March 31, 2024, the Company had $250.0 million of USD-denominated term loans and €133.7 million of euro-denominated term loans outstanding under its First Lien Term Loan facilities, resulting in an Adjusted EBITDA net leverage ratio of 4.4x based on results on a constant currency basis through the first quarter of 2024. The First Lien Term Loan facilities mature in June 2026.

The following table presents Ranpak’s installed base of protective packaging systems by product line as of March 31, 2024 and 2023:

	March 31, 2024		March 31, 2023		Change			% Change
PPS Systems	(in thousands)
Cushioning machines		34.7		35.0		(0.3	)		(0.9	)
Void-Fill machines		83.4		82.3		1.1			1.3
Wrapping machines		22.7		22.3		0.4			1.8
Total		140.8		139.6		1.2			0.9

Conference Call Information

The Company will host a conference call and webcast at 8:30 a.m. (ET) on Thursday, May 2, 2024. The conference call and earnings presentation will be webcast live at the following link: https://events.q4inc.com/attendee/480199568. Investors who cannot access the webcast may listen to the conference call live via telephone by dialing (800) 715-9871 and use the Conference ID: 5813434.

A telephonic replay of the webcast also will be available starting at 11:30 a.m. (ET) on Thursday, May 2, 2024 and ending at 11:59 p.m. (ET) on Thursday, May 9, 2024. To listen to the replay, please dial (800) 770-2030 and use the passcode: 5813434.

Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this news release include, for example, statements about our expectations around the future performance of the business, including our forward-looking guidance.

The forward-looking statements contained in this news release are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (i) our inability to secure a sufficient supply of paper to meet our production requirements; (ii) the impact of rising prices on production inputs, including labor, energy, and freight on our results of operations; (iii) the impact of the price of kraft paper on our results of operations; (iv) our reliance on third party suppliers; (v) geopolitical conflicts and other social and political unrest or change;

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(vi) the high degree of competition and continued consolidation in the markets in which we operate; (vii) consumer sensitivity to increases in the prices of our products, changes in consumer preferences with respect to paper products generally, or customer inventory rebalancing; (viii) economic, competitive and market conditions generally, including macroeconomic uncertainty, the impact of inflation, and variability in energy, freight, labor and other input costs; (ix) the loss of certain customers; (x) our failure to develop new products that meet our sales or margin expectations, or the failure of those products to achieve market acceptance; (xi) our ability to achieve our environmental, social and governance (“ESG”) goals and maintain the sustainable nature of our product portfolio and fulfill our obligations under evolving ESG standards; (xii) our ability to fulfill our obligations under new disclosure regimes relating to environmental, social and governance matters, such as the European Sustainability Disclosure Standards recently adopted by the European Union (“EU”) under the EU’s Corporate Sustainability Reporting Directive (“CSRD”); (xiii) our future operating results fluctuating, failing to match performance or to meet expectations; (xiv) our ability to fulfill our public company obligations; and (xv) other risks and uncertainties indicated from time to time in filings made with the SEC.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

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Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive Income (Loss)

(in millions, except share and per share data)

	Three Months Ended March 31,
	2024			2023
Paper revenue	$	66.2		$	64.3
Machine lease revenue		12.8			12.8
Other revenue		6.3			4.1
Net revenue		85.3			81.2
Cost of goods sold		53.0			53.7
Gross profit		32.3			27.5
Selling, general and administrative expenses		27.9			27.2
Depreciation and amortization expense		8.4			8.0
Other operating expense, net		0.8			1.2
Loss from operations		(4.8	)		(8.9	)
Interest expense		6.2			5.7
Foreign currency (gain) loss		(1.4	)		0.2
Other non-operating income, net		-			(0.3	)
Loss before income tax benefit		(9.6	)		(14.5	)
Income tax benefit		(1.5	)		(2.1	)
Net loss	$	(8.1	)	$	(12.4	)
Two-class method
Basic and diluted loss per share	$	(0.10	)	$	(0.15	)
Class A – basic and diluted loss per share	$	(0.10	)	$	(0.15	)
Class C – basic and diluted loss per share	$	(0.10	)	$	(0.14	)
Weighted average number of shares outstanding – Class A and C – basic and diluted		82,682,308			82,136,793
Other comprehensive income (loss), before tax
Foreign currency translation adjustments	$	(2.1	)	$	2.1
Interest rate swap adjustments		(2.6	)		(2.1	)
Total other comprehensive income (loss), before tax		(4.7	)		-
Benefit from income taxes related to other comprehensive income (loss)		0.1			(0.8	)
Total other comprehensive income (loss), net of tax		(4.8	)		0.8
Comprehensive loss, net of tax	$	(12.9	)	$	(11.6	)

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Ranpak Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(in millions, except share data)

	March 31, 2024			December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	55.1		$	62.0
Accounts receivable, net		32.9			31.6
Inventories		19.3			17.3
Income tax receivable		4.8			0.9
Prepaid expenses and other current assets		12.9			13.1
Total current assets		125.0			124.9
Property, plant and equipment, net		138.6			142.1
Operating lease right-of-use assets, net		23.0			23.7
Goodwill		447.6			450.1
Intangible assets, net		336.4			345.4
Deferred tax assets		0.1			0.1
Other assets		36.5			36.4
Total assets	$	1,107.2		$	1,122.7
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	20.8		$	17.6
Accrued liabilities and other		22.5			22.1
Current portion of long-term debt		2.6			2.5
Operating lease liabilities, current		3.8			3.8
Deferred revenue		1.6			2.0
Total current liabilities		51.3			48.0
Long-term debt		394.1			397.8
Deferred tax liabilities		71.6			71.6
Derivative instruments		4.4			6.3
Operating lease liabilities, non-current		23.4			24.7
Other liabilities		2.4			2.3
Total liabilities		547.2			550.7
Commitments and contingencies – Note 13
Shareholders' equity
Class A common stock, $0.0001 par, 200,000,000 shares authorized at March 31, 2024 and December 31, 2023, respectively
Shares issued and outstanding: 80,053,902 and 79,684,170 at March 31, 2024 and December 31, 2023, respectively		-			-
Convertible Class C common stock, $0.0001 par, 200,000,000 shares authorized at March 31, 2024 and December 31, 2023
Shares issued and outstanding: 2,921,099 at March 31, 2024 and December, 31, 2023		-			-
Additional paid-in capital		694.6			693.7
Accumulated deficit		(131.9	)		(123.8	)
Accumulated other comprehensive income		(2.7	)		2.1
Total shareholders' equity		560.0			572.0
Total liabilities and shareholders' equity	$	1,107.2		$	1,122.7

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Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

(in millions)

	Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(8.1	)	$	(12.4	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		18.8			16.3
Amortization of deferred financing costs		0.7			0.4
Loss on disposal of fixed assets		0.4			0.3
Deferred income taxes		0.2			2.0
Amortization of initial value of interest rate swap		(0.7	)		(0.2	)
Foreign currency (gain) loss		(1.4	)		0.2
Share-based compensation expense		1.3			2.8
Amortization of cloud-based software implementation costs		0.9			0.7
Changes in operating assets and liabilities:
Increase in receivables, net		(2.3	)		(1.2	)
(Increase) decrease in inventory		(2.2	)		2.7
Increase in prepaid expenses and other assets		(0.9	)		(2.7	)
Increase (decrease) in accounts payable		3.4			(2.1	)
Increase in accrued liabilities		1.3			3.2
Change in other assets and liabilities		(6.2	)		(2.5	)
Net cash provided by operating activities		5.2			7.5
Cash Flows from Investing Activities
Purchases of converter equipment		(7.5	)		(4.5	)
Purchases of other property, plant, and equipment		(2.3	)		(7.3	)
Cash paid for investments in small private businesses		(0.5	)		-
Net cash used in investing activities		(10.3	)		(11.8	)
Cash Flows from Financing Activities
Principal payments on term loans		(0.4	)		(0.4	)
Proceeds from equipment financing		-			0.8
Payments on equipment financing		(0.2	)		-
Payments on finance lease liabilities		(0.3	)		(0.2	)
Tax payments for withholdings on stock-based awards distributed		(0.4	)		(0.5	)
Net cash used in financing activities		(1.3	)		(0.3	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(0.5	)		0.4
Net Decrease in Cash and Cash Equivalents		(6.9	)		(4.2	)
Cash and Cash Equivalents, beginning of period		62.0			62.8
Cash and Cash Equivalents, end of period	$	55.1		$	58.6

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Non-GAAP Financial Data

In this press release, we present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and constant currency EBITDA and constant currency adjusted EBITDA (“Constant currency AEBITDA”), which are non-GAAP financial measures. We have included EBITDA, constant currency EBITDA and constant currency AEBITDA because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA, constant currency EBITDA and constant currency AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations.

However, EBITDA, constant currency EBITDA and constant currency AEBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA, constant currency EBITDA and constant currency AEBITDA should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA, constant currency EBITDA and constant currency AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

• EBITDA, constant currency EBITDA and constant currency AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• constant currency AEBITDA does not consider the potentially dilutive impact of equity-based compensation;

• EBITDA, constant currency EBITDA and constant currency AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

• constant currency AEBITDA does not take into account any restructuring and integration costs;

• constant currency EBITDA and constant currency AEBITDA are presented on a constant currency basis and give effect to the impact of currency fluctuations; and

• other companies, including companies in our industry, may calculate EBITDA, constant currency EBITDA and constant currency AEBITDA differently, which reduces their usefulness as comparative measures.

EBITDA — EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

Constant currency EBITDA — Constant currency EBITDA is a non-GAAP financial measure that we present on a constant currency basis and we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

Constant currency AEBITDA — Constant currency AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items; as further adjusted to reflect the performance of the business on a constant currency basis.

We present constant currency EBITDA and constant currency AEBITDA on a constant currency basis because it allows a better insight into the performance of our businesses that operate in currencies other than our reporting currency. Before consolidation, our Europe/Asia financial data is derived in Euros. To calculate the adjustment that we apply to present constant currency EBITDA and constant currency AEBITDA on a constant currency basis, we multiply this Euro-derived data by 1.15 to reflect an exchange rate of 1 Euro to 1.15 U.S. dollars (“USD”), which we believe is a reasonable exchange rate to use to give a stable depiction of the business without currency fluctuations between periods, to calculate Europe/Asia data in constant currency USD. We believe that using an exchange rate of 1.15 is reasonable because it approximates the average exchange rate of the Euro to USD over the past five years. In addition, we include certain other unaudited, non-GAAP constant currency data for the three months ended March 31, 2024 and 2023.

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This data is based on our historical financial statements, adjusted (where applicable) to reflect a constant currency presentation between periods for the convenience of readers. We reconcile this data to our GAAP data for the same period for the three months ended March 31, 2024 and 2023.

– 8 –

Ranpak Holdings Corp.

Non-GAAP Financial Data

Reconciliation and Comparison of GAAP Statement of Income Data to Non-GAAP EBITDA and Constant Currency AEBITDA

For the First Quarter of 2024 and 2023

Please refer to our discussion and definitions of Non-GAAP financial measures

	Non-GAAP Measures
	Three Months Ended March 31,
	2024			2023			$ Change			% Change
Net revenue	$	85.3		$	81.2		$	4.1			5.0
Cost of goods sold		53.0			53.7			(0.7	)		(1.3	)
Gross profit		32.3			27.5			4.8			17.5
Selling, general and administrative expenses		27.9			27.2			0.7			2.6
Depreciation and amortization expense		8.4			8.0			0.4			5.0
Other operating expense, net		0.8			1.2			(0.4	)		(33.3	)
Loss from operations		(4.8	)		(8.9	)		4.1			(46.1	)
Interest expense		6.2			5.7			0.5			8.8
Foreign currency (gain) loss		(1.4	)		0.2			(1.6	)		(800.0	)
Other non-operating income, net		-			(0.3	)		0.3			(100.0	)
Loss before income tax benefit		(9.6	)		(14.5	)		4.9			(33.8	)
Income tax benefit		(1.5	)		(2.1	)		0.6			(28.6	)
Net loss		(8.1	)		(12.4	)		4.3			(34.7	)
Depreciation and amortization expense – COS		10.4			8.3			2.1			25.3
Depreciation and amortization expense – D&A		8.4			8.0			0.4			5.0
Interest expense		6.2			5.7			0.5			8.8
Income tax benefit		(1.5	)		(2.1	)		0.6			(28.6	)
EBITDA(1)		15.4			7.5			7.9			105.3
Adjustments(2):
Unrealized (gain) loss translation		(1.4	)		0.2			(1.6	)		(800.0	)
Non-cash impairment losses		0.4			0.4			-			-
M&A, restructuring, severance		0.9			0.2			0.7			350.0
Share-based compensation expense		1.3			2.8			(1.5	)		(53.6	)
Amortization of cloud-based software implementation costs(3)		0.9			0.7			0.2			28.6
Cloud-based software implementation costs		0.5			1.2			(0.7	)		(58.3	)
SOX remediation costs		0.8			-			0.8		-
Other adjustments		0.4			1.3			(0.9	)		(69.2	)
Constant currency		1.0			0.8			0.2			25.0
Constant Currency AEBITDA(1)	$	20.2		$	15.1		$	5.1			33.8

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Ranpak Holdings Corp.

Non-GAAP Financial Data

Reconciliation of GAAP Statement of Income Data to Non-GAAP Constant Currency Statement of Income Data, Constant Currency EBITDA, and Constant Currency AEBITDA

For the First Quarter of 2024

Please refer to our discussion and definitions of Non-GAAP financial measures, including Non-GAAP Constant Currency

	Three Months Ended March 31, 2024
	As reported			Constant Currency(4)			Non-GAAP
Net revenue	$	85.3		$	3.2		$	88.5
Cost of goods sold		53.0			1.9			54.9
Gross profit		32.3			1.3			33.6
Selling, general and administrative expenses		27.9			0.8			28.7
Depreciation and amortization expense		8.4			0.2			8.6
Other operating expense, net		0.8			(0.1	)		0.7
Loss from operations		(4.8	)		0.4			(4.4	)
Interest expense		6.2			0.1			6.3
Foreign currency gain		(1.4	)		(0.1	)		(1.5	)
Other non-operating expense, net		-			0.2			0.2
Loss before income tax benefit		(9.6	)		0.2			(9.4	)
Income tax benefit		(1.5	)		(0.1	)		(1.6	)
Net loss	$	(8.1	)	$	0.3		$	(7.8	)
Constant currency-effected add(1):
Depreciation and amortization expense – COS								10.8
Depreciation and amortization expense – D&A								8.6
Interest expense								6.3
Income tax benefit								(1.6	)
Constant currency EBITDA								16.3
Constant currency-effected adjustments(2):
Unrealized gain translation								(1.5	)
Non-cash impairment losses								0.5
M&A, restructuring, severance								1.0
Amortization of restricted stock units								1.3
Amortization of cloud-based software implementation costs(3)								0.9
Cloud-based software implementation costs								0.5
SOX remediation								0.8
Other adjustments								0.4
Constant currency AEBITDA							$	20.2

– 10 –

Ranpak Holdings Corp.

Non-GAAP Financial Data

Reconciliation of GAAP Statement of Income Data to Non-GAAP Constant Currency Statement of Income Data, Constant Currency EBITDA, and Constant Currency AEBITDA

For the First Quarter of 2023

Please refer to our discussion and definitions of Non-GAAP financial measures, including Non-GAAP Constant Currency

	Three Months Ended March 31, 2023
	As reported			Constant Currency(4)			Non-GAAP
Net revenue	$	81.2		$	3.6		$	84.8
Cost of goods sold		53.7			2.3			56.0
Gross profit		27.5			1.3			28.8
Selling, general and administrative expenses		27.2			0.9			28.1
Depreciation and amortization expense		8.0			0.2			8.2
Other operating expense, net		1.2			-			1.2
Loss from operations		(8.9	)		0.2			(8.7	)
Interest expense		5.7			0.1			5.8
Foreign currency loss		0.2			-			0.2
Other non-operating (income) expense, net		(0.3	)		0.5			0.2
Loss before income tax benefit		(14.5	)		(0.4	)		(14.9	)
Income tax benefit		(2.1	)		-			(2.1	)
Net loss		(12.4	)		(0.4	)		(12.8	)
Constant currency-effected add(1):
Depreciation and amortization expense – COS								8.6
Depreciation and amortization expense – D&A								8.2
Interest expense								5.8
Income tax benefit								(2.1	)
Constant currency EBITDA								7.7
Constant currency-effected adjustments(2):
Unrealized loss translation								0.2
Non-cash impairment losses								0.5
M&A, restructuring, severance								0.2
Share-based compensation expense								2.9
Amortization of cloud-based software implementation costs(3)								0.8
Cloud-based software implementation costs								1.1
Other adjustments								1.7
Constant currency AEBITDA							$	15.1

(1)	Reconciliations of EBITDA and constant currency AEBITDA for each period presented are to net (loss) income, the nearest GAAP equivalent.
(2)	Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.
(3)	Represents amortization of capitalized costs related to the implementation of the global ERP system, which are included in SG&A.
(4)	Effect of Euro constant currency adjustment to a rate of €1.00 to $1.15 on each line item.

– 11 –

XML

Cover	May 02, 2024
Cover [Abstract]
Entity Registrant Name	RANPAK HOLDINGS CORP.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001712463
Document Period End Date	May 02, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38348
Entity Tax Identification Number	98-1377160
Entity Address, Address Line One	7990 Auburn Road
Entity Address, City or Town	Concord Township
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44077
City Area Code	440
Local Phone Number	354-4445
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PACK
Security Exchange Name	NYSE