UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ 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 001-38348 RANPAK HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other ju ...

```markdown [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements for Ranpak Holdings Corp. and related disclosures [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Ranpak Holdings Corp.'s unaudited condensed consolidated financial statements for periods ended June 30, 2020, including statements of operations, balance sheets, changes in shareholders' equity, and cash flows, noting non-comparable Successor and Predecessor periods [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) For the three months ended June 30, 2020, net revenue was **$66.1 million** with a net loss of **$8.5 million**, and for the six months, net revenue was **$129.5 million** with a net loss of **$12.1 million** Key Financial Performance (Successor Period) | Metric | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net Revenue | $66.1 million | $129.5 million | | Gross Profit | $27.0 million | $53.8 million | | Loss from Operations | $(2.1) million | $(2.7) million | | Net Loss | $(8.5) million | $(12.1) million | | Diluted Loss Per Share | $(0.12) | $(0.17) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2020, total assets were **$1,108.1 million**, with total liabilities increasing to **$594.2 million** and total shareholders' equity decreasing to **$513.9 million** Balance Sheet Summary (in millions) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $22.6 | $19.7 | | Total current assets | $86.2 | $71.4 | | Goodwill | $448.6 | $448.8 | | Intangible assets, net | $444.4 | $458.6 | | **Total assets** | **$1,108.1** | **$1,104.4** | | Total current liabilities | $43.0 | $31.9 | | Long-term debt | $418.2 | $418.8 | | **Total liabilities** | **$594.2** | **$572.6** | | **Total shareholders' equity** | **$513.9** | **$531.8** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash provided by operating activities was **$22.3 million**, with a net increase in cash and cash equivalents of **$2.9 million** Cash Flow Summary - Six Months Ended June 30, 2020 (in millions) | Cash Flow Category | Amount | | :--- | :--- | | Net cash provided by operating activities | $22.3 | | Net cash used in investing activities | $(18.6) | | Net cash provided by (used in) financing activities | $(0.7) | | **Net Increase in Cash and Cash Equivalents** | **$2.9** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail financial statement explanations, including basis of presentation, revenue recognition, acquisitions, debt, and a restatement of prior 2019 interim financial statements - The financial statements are presented in 'Predecessor' (Rack Holdings, prior to **June 3, 2019**) and 'Successor' (Ranpak Holdings Corp., after **June 3, 2019**) periods, which are not comparable due to acquisition accounting[27](index=27&type=chunk)[29](index=29&type=chunk) - The company finalized the purchase accounting for the Ranpak Business Combination in **Q2 2020**, with total consideration of **$955.7 million**, resulting in **$447.2 million** of goodwill and **$473.7 million** of intangible assets[67](index=67&type=chunk)[68](对了](index=68&type=chunk) - Previously issued unaudited financial statements for the **2019** Predecessor and Successor periods were restated to correct errors related to the accounting for the Ranpak Business Combination, impacting cash flows, comprehensive income, and shareholders' equity[158](index=158&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) Net Revenue by Geography - Six Months Ended June 30, 2020 (Successor) | Region | Net Revenue (in millions) | | :--- | :--- | | North America | $55.3 | | Europe/Asia | $74.2 | | **Total** | **$129.5** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance for the three and six months ended June 30, 2020, highlighting pro forma revenue growth of **13.2%** for **Q2 2020** and the impact of COVID-19, liquidity, and debt profile - The COVID-19 pandemic has led to strong demand from e-commerce end-users, offsetting reductions in other industries, though social distancing measures have delayed some new system installations[184](index=184&type=chunk) Pro Forma Performance vs. Prior Year | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | % Change | | :--- | :--- | :--- | :--- | | Net Revenue | $67.8 M | $59.9 M | +13.2% | | Adjusted EBITDA | $19.0 M | $16.8 M | +13.1% | | **Metric** | **Six Months Ended June 30, 2020** | **Six Months Ended June 30, 2019** | **% Change** | | Net Revenue | $132.6 M | $127.9 M | +3.7% | | Adjusted EBITDA | $37.1 M | $36.5 M | +1.6% | Installed Protective Packaging Systems Base (in thousands) | Machine Type | June 30, 2020 | June 30, 2019 | % Change | | :--- | :--- | :--- | :--- | | Cushioning | 33.1 | 31.9 | +3.8% | | Void-fill | 62.9 | 58.3 | +7.9% | | Wrapping | 13.5 | 10.1 | +33.7% | | **Total** | **109.5** | **100.3** | **+9.2%** | [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section analyzes income statement performance for **Q2 2020**, showing **13.2%** pro forma revenue growth driven by Europe/Asia and Void-fill/Wrapping products, alongside increased SG&A expenses due to public company costs and growth initiatives - **Q2 2020** pro forma net revenue increased **13.2%** on a constant currency basis, driven by a **19.3 percentage point** increase in paper consumable volume, partially offset by a **7.6 percentage point** decrease from pricing[199](index=199&type=chunk) - Pro forma SG&A expenses for **Q2 2020** increased **52.9%** to **$21.1 million** from **$13.8 million** in the prior year, attributed to severance costs, non-cash equity compensation, and increased public company costs[203](index=203&type=chunk) - Pro forma interest expense for **Q2 2020** decreased **35.3%** to **$5.5 million** from **$8.5 million** in the prior year, due to lower debt levels and interest rates[208](index=208&type=chunk) [Liquidity and Capital Resources](index=59&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2020, the company had **$22.6 million** in cash and full availability under its **$45.0 million** revolving credit facility, with total debt at **$419.8 million**, deemed sufficient for current requirements - The company's liquidity position includes **$22.6 million** in cash and cash equivalents and an undrawn **$45.0 million** revolving credit facility as of **June 30, 2020**[243](index=243&type=chunk) - In **February 2020**, the company amended its First Lien Credit Agreement to delay mandatory excess cash flow prepayments to the fiscal year ending **December 31, 2021**, and to increase capacity for share repurchases from employees and directors[88](index=88&type=chunk)[89](index=89&type=chunk)[257](index=257&type=chunk) - On **July 1, 2020**, the company completed an internal reorganization where Ranpak Corp. assumed all obligations of Ranger Packaging LLC as the 'U.S. Borrower' under the credit facilities[90](index=90&type=chunk)[259](index=259&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on variable-rate debt, foreign currency exchange rate volatility, and commodity price changes for paper, with interest rate swaps used to manage interest rate risk - A hypothetical **100 basis point** increase or decrease in interest rates would impact cash interest expense by **$2.1 million** for the six months ended **June 30, 2020**, mitigated by interest rate swaps[270](index=270&type=chunk) - For **H1 2020**, **57.3%** of net revenue (**$74.2 million**) was denominated in non-U.S. dollar currencies, primarily the Euro, where a **10%** change in the EUR/USD exchange rate would have impacted reported net revenue by approximately **$7.4 million**[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of **June 30, 2020**, due to previously disclosed material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of **June 30, 2020**, due to previously identified material weaknesses in internal control over financial reporting[277](index=277&type=chunk) [PART II – OTHER INFORMATION](index=66&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and other miscellaneous items [Item 1. Legal Proceedings](index=66&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material legal proceedings - There are no material legal proceedings to report for the period[283](index=283&type=chunk) [Item 1A. Risk Factors](index=66&type=page&id=Item%201A.%20Risk%20Factors) There were no material changes to the company's risk factors from those previously disclosed - No material changes in risk factors were reported from previous filings[284](index=284&type=chunk) [Other Items (2, 3, 4, 5, 6)](index=66&type=section&id=Other%20Items%20(2%2C%203%2C%204%2C%205%2C%206)) This section covers other required disclosures, including no unregistered sales of equity securities, no defaults upon senior securities, and a list of exhibits - The company reported no unregistered sales of equity securities or use of proceeds (Item 2)[285](index=285&type=chunk) - There were no defaults upon senior securities (Item 3)[286](index=286&type=chunk) ```

Financial Performance - Net revenue increased by 132% on a constant currency basis, reaching $678 million compared to $599 million in 2Q19[9] - Adjusted EBITDA increased by 131% year-over-year to $190 million, representing a 280% margin, compared to $168 million in 2Q19[10] - The company finished 2Q20 with a strong cash position of $226 million and full availability of a $45 million revolver[10] Operational Highlights - Machine placement increased by 92% year-over-year[9] - Strong growth in Wrapping sales offset lower demand for Cushioning products in North America[11] - Europe/APAC region experienced outperformance across all product lines, driven by Void-fill and Wrapping, and geographic expansion[9, 11] Liquidity and Capitalization - The company has a $271 million U S dollar denominated term loan and a €139 million Euro denominated term loan[18] - Financial Leverage Ratio of 44x Net Debt / Bank Adjusted EBITDA as of June 30, 2020[18] Sales Performance - North America saw continued strong growth in Wrapping, but this was offset by lower demand for Cushioning products[11] - Europe / APAC experienced year-over-year growth across all product lines, with Void-fill and Wrapping leading the way[9, 11]

Deliver a Better World TM First Quarter 2020 Earnings Update Deliver a Better World TM 1 Deliver a Better World TM Disclaimers CAUTION ABOUT FORWARD-LOOKING STATEMENTS This presentation contains "forward-looking statements" within the meaning 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 f ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2020 [Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Ranpak Holdings Corp.'s unaudited condensed consolidated financial statements for Q1 2020, distinguishing between Successor and Predecessor periods due to the June 2019 business combination Condensed Consolidated Statements of Operations (Q1 2020 vs Q1 2019) | Metric | Three Months Ended March 31, 2020 (Successor) | Three Months Ended March 31, 2019 (Predecessor) | | :--- | :--- | :--- | | **Net Sales** | $63.4 million | $66.1 million | | **Gross Profit** | $26.8 million | $28.2 million | | **Income (loss) from operations** | $(0.6) million | $2.2 million | | **Net Loss** | $(3.6) million | $(3.4) million | | **Net Loss per Share (Class A & C)** | $(0.05) per share | N/A | | **Comprehensive Loss** | $(15.4) million | $(6.8) million | Condensed Consolidated Balance Sheets | Metric | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $20.2 million | $19.7 million | | **Total Assets** | $1,092.3 million | $1,104.4 million | | **Goodwill** | $446.7 million | $448.8 million | | **Long-term debt** | $415.5 million | $418.8 million | | **Total Liabilities** | $573.7 million | $572.6 million | | **Total Shareholders' Equity** | $518.6 million | $531.8 million | Condensed Consolidated Statements of Cash Flows (Q1 2020 vs Q1 2019) | Metric | Three Months Ended March 31, 2020 (Successor) | Three Months Ended March 31, 2019 (Predecessor) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $11.6 million | $13.6 million | | **Net cash used in investing activities** | $(10.5) million | $(6.6) million | | **Net cash used in financing activities** | $(0.4) million | $(1.1) million | | **Net Increase in Cash** | $0.5 million | $5.7 million | [Basis of Presentation and Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Financial statements are presented on Successor and Predecessor bases due to the June 2019 business combination, impacting comparability, with the company electing extended EGC transition periods - Financial statements distinguish between **Predecessor** (pre-June 3, 2019) and **Successor** periods (post-acquisition), which are not comparable due to acquisition accounting[26](index=26&type=chunk)[27](index=27&type=chunk) - As an **Emerging Growth Company (EGC)**, Ranpak elected the extended transition period for new accounting standards, aligning with private company adoption timelines[31](index=31&type=chunk)[33](index=33&type=chunk) [Segment and Geographic Information](index=13&type=section&id=Note%204%20%E2%80%94%20Segment%20and%20Geographic%20Information) Ranpak aggregates its operating segments into one reportable segment, with Europe as the largest geographic market and one customer contributing 10% of Q1 2020 revenues Net Sales by Geographic Location (Q1 2020 vs Q1 2019) | Region | Three Months Ended March 31, 2020 (Successor) | Three Months Ended March 31, 2019 (Predecessor) | | :--- | :--- | :--- | | **North America** | $27.1 million | $29.9 million | | **Europe** | $36.3 million | $36.2 million | | **Total** | **$63.4 million** | **$66.1 million** | - In Q1 2020, a single customer accounted for approximately **10.0% of total revenues**, an increase from 8.0% in Q1 2019[44](index=44&type=chunk) [Goodwill and Intangible Assets](index=16&type=section&id=Note%206%20%E2%80%94%20Goodwill%2C%20Long-Lived%20and%20Intangible%20Assets%2C%20Net) As of March 31, 2020, the company held significant goodwill and intangible assets, with no impairment recorded despite a COVID-19 related assessment - An impairment assessment for goodwill and indefinite-lived intangible assets due to the **COVID-19 outbreak** as of March 31, 2020, concluded no impairment was necessary[58](index=58&type=chunk) Goodwill and Intangible Asset Balances (March 31, 2020) | Asset | Carrying Value | | :--- | :--- | | **Goodwill** | $446.7 million | | **Total identifiable intangible assets, net** | $449.6 million | [Long-Term Debt](index=22&type=section&id=Note%208%20%E2%80%94%20Long-Term%20Debt) As of March 31, 2020, total debt was $424.6 million, stemming from June 2019 credit facilities, with a February 2020 amendment modifying excess cash flow and stock repurchase terms Long-Term Debt Composition (March 31, 2020) | Facility | Amount | | :--- | :--- | | First Lien Dollar Term Facility | $270.9 million | | First Lien Euro Term Facility | $153.7 million | | **Total Debt** | **$424.6 million** | | Less: deferred financing costs, net | $(7.6) million | | Less: current portion | $(1.5) million | | **Long-term Debt** | **$415.5 million** | - On February 14, 2020, the credit agreement was amended to delay mandatory prepayment of term loans with excess cash flow until **FY 2021** and increase allowable stock repurchases from employees and directors[93](index=93&type=chunk)[94](index=94&type=chunk) [Subsequent Event (COVID-19)](index=39&type=section&id=Note%2017%20%E2%80%94%20Subsequent%20Event) Ranpak, deemed an essential business, continues operations during COVID-19 with limited supply delays and no material production impact, though ultimate pandemic effects remain highly uncertain - Ranpak is deemed an **essential business** and continues to operate its production and distribution facilities globally during the COVID-19 pandemic[172](index=172&type=chunk) - To date, the company experienced **limited supply delays** but no material impact on production or order fulfillment, though the pandemic's ultimate impact remains highly uncertain[172](index=172&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Q1 2020 financial results, detailing a 4.1% net sales decrease, the impact of the June 2019 business combination, and factors like system growth, currency, and COVID-19, while affirming stable liquidity [Overview and Key Factors](index=40&type=section&id=Overview%20and%20Key%20Factors) Ranpak, a global packaging solutions provider, saw its installed base grow 8.5% to 106.9 thousand units, with COVID-19 driving e-commerce demand offsetting other sector weakness, while the June 2019 business combination impacts comparability - The installed base of protective packaging systems grew **8.5%** to approximately **106.9 thousand units** as of March 31, 2020, with wrapping machines showing the highest growth at **30.8%**[191](index=191&type=chunk) - The **COVID-19 pandemic** led to strong e-commerce demand, offsetting other industry reductions, though social distancing delayed new system demonstrations and installations[190](index=190&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Q1 2020 net sales decreased 4.1% to $63.4 million due to lower paper consumable volume and pricing, while SG&A expenses rose 37.1% to $19.6 million, resulting in a net loss of $3.6 million Net Sales by Product Line (Q1 2020 vs Q1 2019) | Product Line | Q1 2020 Net Sales | Q1 2019 Net Sales | % Change | | :--- | :--- | :--- | :--- | | **Cushioning** | $28.5 million | $32.2 million | (11.5)% | | **Void-Fill** | $24.7 million | $26.9 million | (8.2)% | | **Wrapping** | $7.9 million | $5.3 million | +49.1% | | **Other** | $2.3 million | $1.7 million | +35.3% | | **Total** | **$63.4 million** | **$66.1 million** | **(4.1)%** | - SG&A expenses increased by **$5.3 million (37.1%)** year-over-year, driven by severance, non-cash equity compensation, growth initiatives, and public company costs[207](index=207&type=chunk) - Pro forma Adjusted EBITDA, a non-GAAP measure, decreased **8.1%** to **$18.1 million** from $19.7 million year-over-year on a constant currency basis[215](index=215&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2020, the company maintains sufficient liquidity with $20.2 million in cash and an undrawn $45.0 million revolving credit facility, supported by $11.6 million in operating cash flow Cash and Liquidity Position (as of March 31, 2020) | Metric | Amount | | :--- | :--- | | **Cash and cash equivalents** | $20.2 million | | **Total Debt** | $424.6 million | | **Revolving Credit Facility Availability** | $45.0 million | Summary of Cash Flows (Q1 2020) | Cash Flow Activity | Amount | | :--- | :--- | | **Net cash provided by operating activities** | $11.6 million | | **Net cash used in investing activities** | $(10.5) million | | **Net cash used in financing activities** | $(0.4) million | [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign currency, and commodity prices, managed through interest rate swaps, Euro-denominated sales, and annual paper price negotiations - A hypothetical **100 basis point** change in interest rates would impact annual cash interest expense by approximately **$1.1 million** for Q1 2020, managed with interest rate swaps[252](index=252&type=chunk) - For Q1 2020, **57.2% of net sales ($36.3 million)** were non-USD denominated, primarily Euro, where a **10% Euro value change** would impact net sales by approximately **$3.6 million**[255](index=255&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2020, disclosure controls were deemed ineffective due to material weaknesses in internal control over financial reporting, which the company is actively remediating without material impact from COVID-19 remote work - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2020, due to **material weaknesses** in internal control over financial reporting previously identified in the 2019 Form 10-K[259](index=259&type=chunk) - The company is actively remediating identified material weaknesses, and the transition to remote work due to **COVID-19** has not materially impacted internal controls[260](index=260&type=chunk)[261](index=261&type=chunk) [PART II – OTHER INFORMATION](index=58&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, and other required disclosures [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - No legal proceedings were reported for the period[265](index=265&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) This section supplements existing risk factors, focusing on potential adverse impacts of the COVID-19 pandemic on manufacturing, supply chain, logistics, and end-user demand - The **COVID-19 pandemic** poses risks including reduced manufacturing productivity, supply chain disruptions for machine parts and paper, transportation delays, and negative impacts on end-user demand due to economic decline[268](index=268&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds were reported[273](index=273&type=chunk) [Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[274](index=274&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[275](index=275&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The company reported no other information - No other information was reported[276](index=276&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including business combination agreements, corporate governance documents, debt agreements, and CEO/CFO certifications - Key exhibits include Amendment No. 1 to the First Lien Credit Agreement and CEO/CFO certifications pursuant to the Sarbanes-Oxley Act[278](index=278&type=chunk)

Part I [Business](index=6&type=section&id=Item%201.%20Business) Ranpak provides sustainable, systems-based product protection solutions, generating over 90% of its $269.5 million 2019 net sales from recurring paper consumables through a 'razor/razor-blade' model - Ranpak operates a 'razor/razor-blade' business model, providing proprietary packaging systems and deriving **over 90% of its net sales** from high-margin, recurring paper consumables designed exclusively for these systems[24](index=24&type=chunk)[38](index=38&type=chunk) 2019 Net Sales Breakdown | Category | Percentage of Net Sales | Source Chunk | | :--- | :--- | :--- | | **By Product Line** | | | | Cushioning | 45.7% | [25] | | Void-Fill | 41.7% | [25] | | Wrapping | 9.9% | [31] | | Automation | 2.7% | [31] | | **By Geography** | | | | North America | 48.9% | [30] | | Europe | 45.2% | [30] | | Asia & Other | 5.9% | [30] | | **By Sales Channel** | | | | Distributor Network | 86.0% | [27] | | Direct to End-Users | 14.0% | [28] | | **By End Market** | | | | E-commerce | ~34.0% | [76] | | Automotive Aftermarket | ~10.0% | [77] | | IT/Electronics | ~7.0% | [78] | | Machinery | ~7.0% | [79] | | Home Goods | ~7.0% | [80] | - The company has a global presence with over **104,600 installed systems** serving approximately **33,000 end-users** as of December 31, 2019, through a distribution network of approximately **250 distributors** worldwide[24](index=24&type=chunk)[40](index=40&type=chunk) - Ranpak emphasizes its environmentally sustainable product portfolio, with paper consumables that are fiber-based, biodegradable, renewable, and curb-side recyclable, with a majority made from recycled content and sourced from SFI or FSC certified suppliers[24](index=24&type=chunk)[26](index=26&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, financial, and internal control risks, including supply chain dependencies, foreign currency exposure, and a material weakness in financial reporting - A **material weakness** in internal control over financial reporting was identified as of December 31, 2019, due to insufficient trained professionals, rendering disclosure controls ineffective[183](index=183&type=chunk)[616](index=616&type=chunk) - Ranpak is heavily reliant on a limited number of paper suppliers, with approximately **60% of its North American raw paper** requirements purchased from a single supplier in 2019[103](index=103&type=chunk) - Reliance on third-party suppliers, with a majority of components and systems originating from China, exposes the business to operational disruptions and potential U.S.-China trade barriers[107](index=107&type=chunk)[108](index=108&type=chunk)[128](index=128&type=chunk) - A substantial portion of operations are international, with **54.8% of 2019 sales** generated outside the United States, exposing the company to foreign currency fluctuations and political instability[125](index=125&type=chunk)[131](index=131&type=chunk) - The company's largest single end-user, an e-commerce company, accounted for approximately **10.0% of net sales** in 2019 and has internal initiatives to reduce packaging consumables[118](index=118&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[200](index=200&type=chunk) [Properties](index=36&type=section&id=Item%202.%20Properties) Global headquarters in Ohio and European headquarters in The Netherlands, with system assembly and paper conversion facilities across the U.S. and Europe - The company's global headquarters is in Concord Township, Ohio, and its European headquarters is in Heerlen, The Netherlands[201](index=201&type=chunk) - Manufacturing, assembly, and paper conversion facilities are located in Concord, OH; Kansas City, MO; Raleigh, NC; Reno, NV; Heerlen, The Netherlands; and Nyrany, Czech Republic[202](index=202&type=chunk) [Legal Proceedings](index=37&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material legal proceedings - None[205](index=205&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[206](index=206&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A Common Shares and warrants trade on the NYSE, with no cash dividends paid or planned due to debt covenants - The company's Class A Common Shares and warrants trade on the NYSE under the symbols **'PACK'** and **'PACK.WS'**[208](index=208&type=chunk) - The company has not paid cash dividends and does not plan to in the foreseeable future, with dividend payments restricted by covenants in its debt facilities[210](index=210&type=chunk) [Selected Financial Data](index=41&type=section&id=Item%206.%20Selected%20Financial%20Data) Financial data is presented as Predecessor and Successor periods due to the June 2019 business combination, showing 2019 combined net sales of **$269.5 million** and a net loss of **$36.2 million** - Financial data is presented on a Predecessor (before June 3, 2019) and Successor (after June 3, 2019) basis due to the business combination, making direct year-over-year comparisons complex[217](index=217&type=chunk) Selected Historical Financial Data (in millions) | Metric | 2019 (Combined) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | | **Net sales (in millions)** | $269.5 | $267.9 | $244.1 | $224.7 | | **Gross profit (in millions)** | $110.9 | $114.6 | $112.4 | $104.4 | | **Operating income (in millions)** | $2.2 | $11.0 | $31.2 | $16.7 | | **Net (loss) income (in millions)** | $(36.2) | $(8.6) | $27.7 | $(10.8) | | **Total assets (in millions)** | $1,104.4 | $792.7 | $833.3 | $813.2 | | **Total liabilities (in millions)** | $572.6 | $596.3 | $621.1 | $648.6 | | **Total shareholders' equity (in millions)** | $531.8 | $196.4 | $212.3 | $164.6 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The June 2019 business combination impacted financial results, with 2019 combined net sales increasing to **$269.5 million**, but net loss widening to **$36.2 million**, while Adjusted EBITDA slightly increased to **$87.3 million** - The financial results are split into a Predecessor period (Jan 1 - Jun 2, 2019) and a Successor period (Jun 3 - Dec 31, 2019) due to the business combination, with acquisition accounting making the periods not directly comparable[254](index=254&type=chunk)[258](index=258&type=chunk) Comparison of 2019 (Combined) vs. 2018 Performance (in millions) | Metric | 2019 (Combined) | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Net Sales (in millions) | $269.5 | $267.9 | +0.6% | | Gross Profit (in millions) | $110.9 | $114.6 | -3.2% | | SG&A Expenses (in millions) | $61.5 | $53.2 | +15.7% | | Net Loss (in millions) | $(36.2) | $(8.6) | +324.1% | | Adjusted EBITDA (in millions) | $87.3 | $84.6 | +3.2% | - The installed base of protective packaging systems grew by **7.3%** to **104,600 units** at the end of 2019 from 97,500 units at the end of 2018[238](index=238&type=chunk)[240](index=240&type=chunk) - Following the business combination, total debt was **$428.2 million** as of December 31, 2019, with **$107.7 million** from a public stock offering used to pay down debt in December 2019[312](index=312&type=chunk)[313](index=313&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from its **$428.2 million** floating-rate debt, foreign currency risk from **54.8%** of 2019 non-USD sales, and commodity price risk for paper - The company has significant interest rate risk from its **$428.2 million** in floating-rate debt, where a **100 basis point** change in rates would alter annual cash interest expense by approximately **$1.3 million**, partially hedged by **$250.0 million** in interest rate swaps[360](index=360&type=chunk)[361](index=361&type=chunk) - Ranpak is exposed to foreign currency risk, with **54.8% of its net sales** for the combined year ended December 31, 2019, denominated in currencies other than the U.S. dollar, primarily the Euro[366](index=366&type=chunk) - The company faces commodity price risk from fluctuations in the cost of paper, managed by negotiating annual fixed-price contracts with suppliers rather than using derivative instruments[367](index=367&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2019, including Statements of Operations, Balance Sheets, and Cash Flows, presented on both Predecessor and Successor bases [Consolidated Statements of Operations](index=74&type=section&id=Consolidated%20Statements%20of%20Operations) The 2019 Consolidated Statement of Operations shows combined net sales of **$269.5 million** and a net loss of **$36.2 million**, split between Predecessor and Successor periods 2019 Consolidated Statement of Operations Summary (in millions) | Period | Net Sales (in millions) | Gross Profit (in millions) | Income (Loss) from Operations (in millions) | Net (Loss) (in millions) | | :--- | :--- | :--- | :--- | :--- | | **Successor (Jun 3 - Dec 31)** | $163.1 | $65.7 | $8.1 | $(17.2) | | **Predecessor (Jan 1 - Jun 2)** | $106.4 | $45.2 | $(5.9) | $(19.0) | | **FY 2018 (Predecessor)** | $267.9 | $114.6 | $11.0 | $(8.6) | | **FY 2017 (Predecessor)** | $244.1 | $112.4 | $31.2 | $27.7 | [Consolidated Balance Sheets](index=75&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheet as of December 31, 2019, shows total assets of **$1,104.4 million**, driven by goodwill and intangibles, and total shareholders' equity of **$531.8 million** Consolidated Balance Sheet Highlights (in millions) | Account | Dec 31, 2019 (Successor) (in millions) | Dec 31, 2018 (Predecessor) (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $19.7 | $17.5 | | Goodwill | $448.8 | $355.7 | | Intangible assets, net | $458.6 | $293.7 | | **Total Assets** | **$1,104.4** | **$792.7** | | Long-term debt | $418.8 | $494.9 | | **Total Liabilities** | **$572.6** | **$596.3** | | **Total Shareholders' Equity** | **$531.8** | **$196.4** | [Consolidated Statements of Cash Flows](index=79&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For combined 2019, net cash from operations was **$26.3 million**, while investing activities used **$667.9 million**, primarily for the acquisition, and financing provided **$651.0 million** 2019 Consolidated Cash Flow Summary (in millions) | Cash Flow Activity | Successor Period (Jun 3 - Dec 31) (in millions) | Predecessor Period (Jan 1 - Jun 2) (in millions) | Combined 2019 Total (in millions) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $9.6 | $16.7 | $26.3 | | Net cash used in investing activities | $(657.1) | $(10.8) | $(667.9) | | Net cash provided by (used in) financing activities | $665.4 | $(14.4) | $651.0 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=132&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure - None[614](index=614&type=chunk) [Controls and Procedures](index=133&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2019, due to material weaknesses in internal control over financial reporting, with a remediation plan underway - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2019[616](index=616&type=chunk) - **Material weaknesses** identified in Control Environment, Risk Assessment, and Control Activities components of the COSO framework[619](index=619&type=chunk) - The weaknesses were attributed to insufficient staff with public company and US GAAP expertise, leading to errors in previously issued interim financial statements related to the accounting for the Ranpak Business Combination[619](index=619&type=chunk) - A remediation plan has been developed, which includes hiring qualified personnel and engaging a third-party firm to assist in designing and implementing effective internal controls[621](index=621&type=chunk) [Other Information](index=135&type=section&id=Item%209B.%20Other%20Information) No other information for this item - None[623](index=623&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=137&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2020 Proxy Statement - Information is incorporated by reference from the company's 2020 Proxy Statement[625](index=625&type=chunk) [Executive Compensation](index=138&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the 2020 Proxy Statement - Information is incorporated by reference from the company's 2020 Proxy Statement[627](index=627&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=139&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and related stockholder matters is incorporated by reference from the 2020 Proxy Statement - Information is incorporated by reference from the company's 2020 Proxy Statement[628](index=628&type=chunk) [Certain Relationships and Related Party Transactions and Director Independence](index=140&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Party%20Transactions%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2020 Proxy Statement - Information is incorporated by reference from the company's 2020 Proxy Statement[630](index=630&type=chunk) [Principal Accounting Fees and Services](index=141&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the 2020 Proxy Statement - Information is incorporated by reference from the company's 2020 Proxy Statement[631](index=631&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=142&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed as part of the Form 10-K, including consolidated financial statements, schedules, and other required documents - This item lists all exhibits filed as part of the Form 10-K, including financial statements and schedules[633](index=633&type=chunk)[635](index=635&type=chunk) [Form 10-K Summary](index=146&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - None[640](index=640&type=chunk)

Deliver a Better World TM Fourth Quarter & Full Year 2019 Earnings Update Deliver a Better World TM Deliver a Better World TM 1 Disclaimers CAUTION ABOUT FORWARD-LOOKING STATEMENTS This presentation contains "forward-looking statements" within the meaning 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 re ...

PART I – FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Ranpak Holdings Corp.'s unaudited condensed consolidated financial statements, including operations, balance sheets, cash flows, and notes, reflecting Predecessor and Successor periods [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The company reported a net loss of **$1.6 million** for **Q3 2019 (Successor)** versus **$0.3 million** net income for **Q3 2018 (Predecessor)**, reflecting post-acquisition changes Condensed Consolidated Statements of Operations (in millions) | Period | Net Sales | Income (Loss) from Operations | Net Income (Loss) | | :--- | :--- | :--- | :--- | | **Successor (Q3 2019)** | $69.1 | $1.0 | $(1.6) | | **Predecessor (Q3 2018)** | $65.1 | $1.9 | $0.3 | | **Successor (Jun 3 - Sep 30, 2019)** | $85.4 | $(4.1) | $(12.0) | | **Predecessor (Jan 1 - Jun 2, 2019)** | $106.4 | $(5.9) | $(19.0) | | **Predecessor (9M 2018)** | $191.9 | $8.2 | $(4.6) | [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1,065.5 million (Successor)** from **$792.7 million (Predecessor)** due to the Ranpak Business Combination, significantly impacting goodwill, intangibles, and long-term debt Condensed Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2019 (Successor) | Dec 31, 2018 (Predecessor) | | :--- | :--- | :--- | | **Total Assets** | **$1,065.5** | **$792.7** | | Goodwill | $411.6 | $355.7 | | Intangible assets, net | $465.5 | $293.7 | | **Total Liabilities** | **$665.9** | **$596.3** | | Long-term debt | $515.2 | $494.9 | | **Total Shareholders' Equity** | **$399.6** | **$196.4** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The **Successor** period (**June 3**-**September 30, 2019**) saw net cash used in operations (**$11.6 million**) and investing (**$956.3 million** for acquisition), largely offset by financing activities (**$666.5 million**), resulting in a **$296.2 million** net cash decrease Summary of Cash Flows (in millions) | Cash Flow Activity | Successor (Jun 3 - Sep 30, 2019) | Predecessor (Jan 1 - Jun 2, 2019) | Predecessor (9M 2018) | | :--- | :--- | :--- | :--- | | Net cash from Operating Activities | $(11.6) | $24.5 | $26.9 | | Net cash from Investing Activities | $(956.3) | $(10.8) | $(20.9) | | Net cash from Financing Activities | $666.5 | $(13.3) | $(5.4) | | **Net Change in Cash** | **$(296.2)** | **$(7.3)** | **$2.6** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the basis of presentation, acquisition accounting, debt structure, and segment information, emphasizing the **Predecessor**/**Successor** distinction post-Ranpak Business Combination - The financial statements are presented in two distinct, non-comparable periods: the '**Predecessor**' period (Rack Holdings) before the **June 3, 2019** business combination, and the '**Successor**' period (Ranpak Holdings Corp.) after the combination, which applies the acquisition method of accounting[27](index=27&type=chunk)[28](index=28&type=chunk) - The Ranpak Business Combination was consummated on **June 3, 2019**, for a total consideration of **$799.6 million** and **€140.0 million** in cash The acquisition was accounted for using the acquisition method, resulting in a new basis of accounting[21](index=21&type=chunk)[46](index=46&type=chunk) Preliminary Purchase Price Allocation (in millions) | Item | Amount | | :--- | :--- | | Total Consideration, net of cash | $945.6 | | Total identifiable assets acquired | $658.1 | | Net identifiable liabilities acquired | $133.3 | | **Goodwill** | **$420.8** | - In connection with the acquisition, the company entered into new First Lien credit facilities totaling approximately **$530.8 million** (**$378.2 million USD** and **€140.0 million Euro**) and a **$45.0 million** revolving facility[63](index=63&type=chunk)[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the business combination's impact on financial comparability, presenting pro forma results, analyzing **Q3 2019** sales growth, installed base expansion, liquidity, and market risks - The discussion emphasizes that the Ranpak Business Combination on **June 3, 2019**, created a new basis of accounting, making direct comparison of **Predecessor** and **Successor** financial statements difficult Pro forma and combined results are provided for better analysis[132](index=132&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) Installed Protective Packaging Systems Base (in thousands) | Product Line | Sep 30, 2019 | Sep 30, 2018 | % Change | | :--- | :--- | :--- | :--- | | Cushioning machines | **32.1** | **31.0** | **3.6%** | | Void-fill machines | **59.5** | **55.7** | **6.7%** | | Wrapping machines | **10.7** | **8.5** | **26.5%** | | **Total** | **102.3** | **95.2** | **7.5%** | Q3 2019 vs Q3 2018 Pro Forma Performance Highlights | Metric | Q3 2019 (Pro Forma) | Q3 2018 (Predecessor) | % Change | | :--- | :--- | :--- | :--- | | Net Sales | **$70.4M** | **$65.1M** | **8.1%** | | Gross Profit | **$31.1M** | **$27.4M** | **13.6%** | | Net Income | **$0.8M** | **$0.3M** | **166.7%** | | Adjusted EBITDA | **$22.0M** | **$20.6M** | **6.9%** | - For **Q3 2019**, net sales growth was driven by a **5.4 percentage point** increase from pricing on paper consumables and a **3.0 percentage point** increase from automated box sizing equipment sales[159](index=159&type=chunk) - The company's main liquidity needs are for capital expenditures on protective packaging systems, working capital for paper purchases, and debt service Management believes cash from operations and the new **$45.0 million** revolving credit facility are sufficient to meet current requirements[203](index=203&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates on its **$530.8 million** floating-rate debt, foreign currency exposure (over **51%** of sales in non-USD), and commodity prices, with some mitigation through swaps and negotiations - The company has **$530.8 million** in floating-rate term debt A **100 basis point** change in interest rates would result in a **$1.3 million** change in annual cash interest expense[227](index=227&type=chunk) - To hedge interest rate risk, the company has interest rate swap contracts with a combined notional value of **$250.0 million**, which mature on **June 1, 2023**[228](index=228&type=chunk) - For the **nine months ended September 30, 2019**, **51.9%** of net sales (**$99.4 million**) were denominated in foreign currencies, primarily the Euro A **10%** change in the Euro-to-USD exchange rate would impact reported net sales by approximately **$9.9 million**[231](index=231&type=chunk)[232](index=232&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Due to the recent Ranpak Business Combination, the company's internal control framework is undergoing significant changes, preventing a full assessment of disclosure controls and procedures as of **September 30, 2019** - Due to the recent business combination, the company's internal controls are undergoing significant changes, and the design of the new framework is still in preliminary stages[236](index=236&type=chunk) - Management concluded that it was unable to conduct an assessment of the effectiveness of the company's disclosure controls and procedures as of **September 30, 2019**, due to the recent acquisition and ongoing integration[236](index=236&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - There are no legal proceedings to report[241](index=241&type=chunk) [Risk Factors](index=56&type=page&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the quarter - No material changes in risk factors from the previous quarter were reported[241](index=241&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or warrant repurchases during the quarter - There were no unregistered sales of equity securities in the period[242](index=242&type=chunk) - The company did not repurchase any of its outstanding public warrants during the quarter under its **$10.0 million** repurchase program[243](index=243&type=chunk) [Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[244](index=244&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[244](index=244&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[244](index=244&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including key agreements, corporate documents, and officer certifications

PART I – FINANCIAL INFORMATION [Item 1. Condensed Consolidated and Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20and%20Financial%20Statements%20(Unaudited)) This section presents unaudited condensed consolidated financial statements for the period ended June 30, 2019, reflecting the Ranpak Business Combination's impact with "Successor" and "Predecessor" periods - On June 3, 2019, the **Ranpak Business Combination** was consummated, acquiring Rack Holdings and establishing Ranpak Holdings Corp. as the accounting acquirer, leading to separate "Predecessor" and "Successor" financial statement presentations that are not directly comparable[22](index=22&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) Condensed Consolidated Statements of Operations Highlights (in millions) | | Successor (Jun 3 - Jun 30, 2019) | Predecessor (Jan 1 - Jun 2, 2019) | Predecessor (Six Months Ended Jun 30, 2018) | | :--- | :--- | :--- | :--- | | **Net sales** | $16.3 | $106.4 | $126.8 | | **(Loss) income from operations** | $(5.1) | $(5.9) | $6.3 | | **Net (loss) income** | $(10.5) | $(19.0) | $(4.9) | Condensed Consolidated Balance Sheets Highlights (in millions) | | Successor (June 30, 2019) | Predecessor (December 31, 2018) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $11.5 | $17.5 | | **Goodwill** | $464.1 | $355.7 | | **Total Assets** | $1,082.4 | $792.7 | | **Long-term debt** | $526.7 | $494.9 | | **Total Liabilities** | $671.7 | $596.3 | | **Total Shareholders' Equity** | $410.7 | $196.4 | Condensed Consolidated Statements of Cash Flows Highlights (in millions) | | Successor (Jun 3 - Jun 30, 2019) | Predecessor (Jan 1 - Jun 2, 2019) | Predecessor (Six Months Ended Jun 30, 2018) | | :--- | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(24.6) | $24.5 | $19.7 | | **Net cash used in investing activities** | $(947.6) | $(10.8) | $(15.4) | | **Net cash provided by (used in) financing activities** | $666.5 | $(13.3) | $(2.6) | - The acquisition of Rack Holdings was completed for **$798.9 million** and **€140.0 million**, resulting in the recognition of **$462.9 million in Goodwill** and **$450.9 million in intangible assets**[42](index=42&type=chunk)[47](index=47&type=chunk) - New senior secured credit facilities, including a **$378.2 million dollar-denominated term facility** and a **€140.0 million euro-denominated term facility**, were established to fund the business combination and repay existing debt[59](index=59&type=chunk) - On August 9, 2019, **CEO J. Mark Borseth resigned** and was replaced by **Executive Chairman Omar M. Asali**[119](index=119&type=chunk)[120](index=120&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial results, emphasizing the June 3, 2019 business combination's impact, presenting combined and pro forma results, and discussing liquidity and capital resources - The installed base of protective packaging systems, a key performance indicator, increased by **7.6% to 100.2 thousand units** as of June 30, 2019, from 93.1 thousand units as of June 30, 2018[138](index=138&type=chunk) Installed Protective Packaging Systems Base (in thousands) | Protective Packaging Systems | As of June 30, 2019 | As of June 30, 2018 | % Change | | :--- | :--- | :--- | :--- | | Cushioning machines | 31.9 | 30.5 | 4.6% | | Void-fill machines | 58.3 | 54.5 | 7.0% | | Wrapping machines | 10.1 | 8.1 | 23.4% | | **Total** | **100.2** | **93.1** | **7.6%** | Combined Financial Performance (Three Months Ended June 30) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $56.6M | $65.2M | (13.2)% | | **Pro Forma Net Sales (Constant Currency)** | $59.9M | $64.1M | (6.5)% | | **Pro Forma Adjusted EBITDA** | $16.9M | $21.1M | (19.9)% | Combined Financial Performance (Six Months Ended June 30) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $122.7M | $126.8M | (3.3)% | | **Pro Forma Net Sales (Constant Currency)** | $126.5M | $123.2M | 2.6% | | **Pro Forma Adjusted EBITDA** | $36.3M | $39.2M | (7.2)% | - The **13.2% decrease in Q2 2019 combined net sales** was primarily driven by a **9.4 percentage point decrease in paper consumable product volume** and a **1.5 percentage point decrease in automated box sizing equipment sales**, partially offset by a **4.8 percentage point increase from higher prices**[152](index=152&type=chunk) - As of June 30, 2019, the company held **$11.5 million in cash and cash equivalents** and **$537.4 million in debt**, with management anticipating sufficient liquidity from operations and revolving facility capacity[190](index=190&type=chunk)[191](index=191&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's primary market risks: interest rate, foreign currency, and commodity price risk, and how they are managed - The company is exposed to interest rate risk on its **$537.4 million of floating-rate long-term debt**, where a **100 basis point change** would have impacted interest expense by **$0.3 million** for the six months ended June 30, 2019[212](index=212&type=chunk) - To mitigate interest rate risk, the company entered into an **interest rate swap with a notional amount of $200 million**, converting a portion of its variable-rate debt to a fixed rate[213](index=213&type=chunk)[215](index=215&type=chunk) - Significant foreign currency exchange rate risk exists, with **51.6% of net sales ($63.3 million)** for the first six months of 2019 denominated in non-U.S. dollar currencies, primarily the Euro, where a **10% change in the Euro-to-dollar exchange rate** would impact reported net sales by approximately **$6.3 million**[217](index=217&type=chunk)[218](index=218&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Due to the recent Ranpak Business Combination, management was unable to fully assess the effectiveness of disclosure controls and procedures as of June 30, 2019 - Management was unable to conduct an assessment of the effectiveness of the company's disclosure controls and procedures as of June 30, 2019[223](index=223&type=chunk) - The inability to perform the assessment stemmed from the recent business combination, which rendered pre-existing controls inapplicable and necessitated significant time and resources to design and implement a new control framework for the post-combination entity[223](index=223&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no material legal proceedings - The company reported no legal proceedings[227](index=227&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks to the company's business, including supplier concentration, competition, substantial debt, global operations, and its status as an "emerging growth company" - The company faces significant supplier concentration risk, having purchased approximately **45% of its North American raw paper requirements** from a single supplier, WestRock Company, in 2018[230](index=230&type=chunk) - The company's largest single end-user accounted for approximately **11% of net sales** for the year ended December 31, 2018, and some e-commerce clients are actively reducing packaging material consumption[246](index=246&type=chunk) - Global operations present risks, including potential tariffs on goods imported from China, where the company sources a majority of components and systems for its end-users[234](index=234&type=chunk)[259](index=259&type=chunk) - The substantial debt incurred to finance the business combination imposes operating and financial restrictions, potentially hindering the company's ability to finance expenditures, make acquisitions, or engage in new business activities[318](index=318&type=chunk)[322](index=322&type=chunk) - As an "emerging growth company," Ranpak benefits from certain exemptions from disclosure requirements, which could potentially make its securities less attractive to investors[324](index=324&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=66&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section discloses the company's warrant repurchase program, approved on March 27, 2019, authorizing up to $10 million in repurchases Issuer Purchases of Equity Securities (Warrants) | Period | Total Number of Units Purchased | Average Price Paid per Unit | | :--- | :--- | :--- | | April 1 - 30, 2019 | 462,000 | $1.3764 | | May 1 - 31, 2019 | — | — | | June 1 - 30, 2019 | — | — | | **Total** | **462,000** | **$1.3764** | - The Board of Directors approved a warrant repurchase program on March 27, 2019, authorizing up to **$10 million in repurchases**, with approximately **$9.36 million remaining available** under the program as of April 30, 2019[351](index=351&type=chunk) [Item 3. Defaults Upon Senior Securities](index=67&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reported no defaults upon senior securities[352](index=352&type=chunk) [Item 4. Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This section is not applicable[352](index=352&type=chunk) [Item 5. Other Information](index=67&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reported no other information[352](index=352&type=chunk) [Item 6. Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key legal and corporate governance documents - The filing includes key legal and corporate governance documents as exhibits, such as the **First Lien Credit Agreement**, **Certificate of Incorporation**, **Bylaws**, and the **2019 Omnibus Incentive Plan**[352](index=352&type=chunk)[354](index=354&type=chunk)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ 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: 001-38348 One Madison Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation or ...