10-Q

UNITED STATES

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 September 30, 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

Ranpak Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	98-1377160
(State or Other Jurisdiction of  Incorporation or Organization)	(I.R.S. Employer Identification Number)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of Principal Executive Offices)

Tel: 440-354-4445

(Registrant’s telephone number, including area code)

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 Ordinary Shares, par value $0.0001 per share	PACK	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A	PACKWS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2019, the registrant had 47,361,352 of its Class A common shares, $0.0001 par value per share, outstanding (which includes 6,116,454 Class A common shares that are subject to an earn-out provision as described in Part 1, Item 1 of this report) and 6,511,293 of its Class C common shares, $0.0001 par value per share, outstanding, of which 731,383 Class C common shares are subject to an earn-out.

RANPAK HOLDINGS CORP.

FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2019

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION	1
Item 1. Condensed Consolidated Financial Statements (Unaudited)	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures About Market Risk	50
Item 4. Controls and Procedures	52
PART II – OTHER INFORMATION	53
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	53
Item 6. Exhibits	53
SIGNATURES	56

Index to Unaudited Condensed Consolidated Financial Statements

RANPAK HOLDINGS CORP.

                        1

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(in millions, except share and per share data)

	Successor						Predecessor
	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018
Net sales	$	69.1		$	85.4		$	106.4		$	65.1		$	191.9
Cost of sales	39.6			52.6			61.2			37.7			109.7
Selling, general and administrative	17.7			22.5			23.8			12.6			37.8
Transaction costs	—			0.3			7.4			1.0			1.2
Depreciation and amortization	10.3			13.3			17.7			10.7			32.3
Other operating expense, net	0.5			0.8			2.2			1.2			2.7
Income (loss) from operations	1.0			(4.1		)	(5.9		)	1.9			8.2
Interest expense	9.5			17.5			20.2			8.0			22.9
Foreign currency gain	(3.2		)	(4.1		)	(2.2		)	(0.9		)	(4.2		)
Income (loss) before income taxes	(5.3		)	(17.5		)	(23.9		)	(5.2		)	(10.5		)
Income tax benefit	(3.7		)	(5.5		)	(4.9		)	(5.5		)	(5.9		)
Net income (loss)	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3		$	(4.6	)
Other comprehensive income (loss):
Foreign currency translation adjustments	(11.1		)	(6.3		)	23.6			(1.1		)	(5.4		)
Comprehensive income (loss)	$	(12.7	)	$	(18.3	)	$	4.6		$	(0.8	)	$	(10.0	)
Net (loss) income per share—basic and diluted
Net income (loss) per share							$	(19,195.40	)	$	279.43		$	(4,660.08	)
Weighted-average shares outstanding							995			995			995
Two-class method
Net loss per common stock, Class A and C-basic and diluted	(0.03		)	(0.22		)
Weighted average number of Class A and C common stock outstanding, basic and diluted	53,871,068			53,870,568

__________

See notes to unaudited condensed consolidated financial statements.

                        2

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	Successor			Predecessor
	September 30, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	13.6		$	17.5
Receivables, net	28.5			31.5
Inventories, net	12.5			11.8
Income tax receivable	6.1			3.4
Prepaid expenses and other current assets	2.8			4.1
Total current assets	63.5			68.3
Property, plant and equipment, net	121.2			73.0
Goodwill	411.6			355.7
Intangible assets, net	465.5			293.7
Other assets	3.7			2.0
Total Assets	$	1,065.5		$	792.7
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	11.4		$	12.3
Accrued liabilities and other	12.1			10.8
Current portion of long-term debt	5.4			4.4
Deferred machine fee revenue	2.4			0.3
Total current liabilities	31.3			27.8
Long-term debt	515.2			494.9
Deferred income taxes	110.9			69.8
Capital lease obligations	6.0			0.2
Other liabilities	2.5			3.6
Total Liabilities	665.9			596.3
Commitments and Contingencies — Note 7
Shareholders' Equity
Common stock, $0.01 par; 1,000 shares authorized; 995 shares issued and outstanding at December 31, 2018	—			—
Class A common stock, $0.0001 par; 200,000,000 shares authorized, 47,361,352 shares issued and outstanding at September 30, 2019	—			—
Class C common stock, $0.0001 par value, 200,000,000 shares authorized, 6,511,293 issued and outstanding at September 30, 2019	—			—
Additional paid-in capital	429.8			291.4
Accumulated deficit	(23.9		)	(69.9		)
Treasury stock, zero shares, at September 30, 2019 and 5 shares, at cost, December 31, 2018	—			(1.5		)
Accumulated other comprehensive loss	(6.3		)	(23.6		)
Total Shareholders' Equity	399.6			196.4
Total Liabilities and Shareholders' Equity	$	1,065.5		$	792.7

__________

See notes to unaudited condensed consolidated financial statements.

                        3

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in millions, except share data)

Successor
	Ordinary Shares							Common Stock
	Class A				Class B			Class A		Class C		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders' Equity
	Shares		Amount		Shares		Amount	Shares	Amount	Shares	Amount
Balance at June 3, 2019	2,770,967		—		11,250,000		—	—	—	—	—	$	16.9		$	(11.9	)	$	—		$	5.0
Forward Purchase Shares	15,000,000		—									—			—			—			—
Additional Shares Purchased	16,149,317		—									—			—			—			—
Conversion of Forward Purchase & Additional Shares	(31,149,317	)	—					25,454,282	—	5,695,035	—	256.0			—			—			256.0
Shares Canceled					(3,854,664	)	—					(31.7		)	—			—			(31.7		)
Convert Class B					(7,395,336	)	—	547,500	—	—	—	4.5			—			—			4.5
Convert Public Shares								14,581,346	—			119.9			—			—			119.9
Convert Private Placement Warrants								658,051	—	84,875	—	6.1			—			—			6.1
Shares subject to $15.00 earnout								2,940,336	—			24.2			—			—			24.2
Shares subject to $12.50 earnout								3,018,617	—	731,383	—	30.8			—			—			30.8
Shares subject to $12.25 earnout								157,500	—			1.3			—			—			1.3
Public Shares Redeemed	(2,770,967	)	—									—			—			—			—
Issue restricted stock units												0.2			—			—			0.2
Foreign currency translation												—			—			4.8			4.8
Net loss												—			(10.4		)	—			(10.4		)
Balance at June 30, 2019	—		$	—	—		—	47,357,632	—	6,511,293	—	$	428.2		$	(22.3	)	$	4.8		$	410.7
Issue restricted stock units												1.6			—			—			1.6
Issue Director Shares								3,720
Foreign currency translation												—			—			(11.1		)	(11.1		)
Net loss												—			(1.6		)	—			(1.6		)
Balance at September 30, 2019	—		—		—		—	47,361,352	—	6,511,293	—	$	429.8		$	(23.9	)	$	(6.3	)	$	399.6

__________

See notes to unaudited condensed consolidated financial statements.

                        4

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in millions, except share data)

Predecessor
	Common Stock
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance at January 1, 2018	995		$	—	$	291.4		$	(61.3	)	$	(1.5	)	$	(16.3	)	$	212.3
Net loss								(6.8		)							(6.8		)
Foreign currency translation														4.5			4.5
Balance at March 31, 2018	995		—		291.4			(68.1		)	(1.5		)	(11.8		)	210.0
Net income								1.9									1.9
Foreign currency translation														(8.8		)	(8.8		)
Balance at June 30, 2018	995		—		291.4			(66.2		)	(1.5		)	(20.6		)	203.1
Net income								$	0.3								$	0.3
Foreign currency translation														$	(1.1	)	(1.1		)
Balance at September 30, 2018	995		$	—	$	291.4		$	(65.9	)	$	(1.5	)	$	(21.7	)	202.3
Balance at January 1, 2019	995		—		291.4			(69.9		)	(1.5		)	(23.6		)	196.4
Net loss								(3.2		)							(3.2		)
Foreign currency translation														(3.4		)	(3.4		)
Balance at March 31, 2019	995		—		291.4			(73.1		)	(1.5		)	(27.0		)	189.8
Net loss								(15.8		)							(15.8		)
Purchase of Ranpak Corp.	(995	)			(291.4		)	88.9			1.5			(47.1		)	(248.1		)
Foreign currency translation														74.1			74.1
Balance at June 2, 2019	—		$	—	$	—		$	—		$	—		$	—		$	—

__________

See notes to unaudited condensed consolidated financial statements.

                        5

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Successor			Predecessor
	June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Nine Months Ended September 30, 2018
Cash Flows from Operating Activities
Net loss	$	(12.0	)	$	(19.0	)	$	(4.6	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	20.1			26.6			48.3
Amortization of deferred financing costs	0.7			7.5			2.0
Loss on disposal of fixed assets	0.2			1.0			1.4
Deferred income taxes	(1.3		)	0.6			(3.4		)
Loss (gain) on derivative contract	6.4			—			(0.6		)
Currency (gain) on foreign denominated notes payable	(3.3		)	(2.4		)	(4.1		)
Restricted stock unit grants	1.8			—			—
Changes in operating assets and liabilities:
(Increase) decrease in receivables, net	(5.3		)	3.5			(10.7		)
Decrease (increase) in inventory	2.7			(1.3		)	(1.0		)
(Increase) decrease in prepaid expenses and other assets	(0.3		)	2.7			0.1
Increase in other assets	(0.2		)	(1.3		)	(1.7		)
(Decrease) increase in accounts payable	(25.4		)	(2.8		)	0.1
Increase (decrease) in accrued liabilities	2.9			7.1			(1.2		)
Increase in other liabilities	1.4			2.3			2.3
Net cash (used in) provided by operating activities	(11.6		)	24.5			26.9
Cash Flows from Investing Activities
Capital expenditures:
Converter equipment	(9.7		)	(9.9		)	(17.9		)
Other fixed assets	(0.8		)	(0.6		)	(2.6		)
Total capital expenditures	(10.5		)	(10.5		)	(20.5		)
Cash paid for acquisitions	(945.6		)	—			—
Patent and trademark expenditures	(0.2		)	(0.3		)	(0.4		)
Net cash used in investing activities	(956.3		)	(10.8		)	(20.9		)
Cash Flows from Financing Activities
Proceeds from issuance of term loans and credit facility	539.0			—			—
Proceeds from sale of common stock	302.4			—			—
Redemption of stock	(158.3		)	—			—
Financing costs of debt facilities	(12.6		)	—			—
Payments on term loans and credit facility	—			(13.3		)	(5.4		)
Payments of promissory note	(4.0		)	—			—
Net cash provided by (used in) financing activities	666.5			(13.3		)	(5.4		)
Effect of Exchange Rate Changes on Cash	5.2			(7.7		)	2.0
Net (Decrease) Increase in Cash and Cash Equivalents	(296.2		)	(7.3		)	2.6
Cash and Cash Equivalents, beginning of period	309.8			17.5			8.6
Cash and Cash Equivalents, end of period	$	13.6		$	10.2		$	11.2

__________

See notes to unaudited condensed consolidated financial statements.

                        6

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 1 — Nature of Operations

Ranpak Holdings Corp. (formerly known as One Madison Corporation) (the “Company” or “Ranpak”) is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-Commerce and industrial supply chains. Through proprietary protective packaging systems and paper consumables, the Company offers a full suite of protective packaging solutions. The Company’s business is global, with a strong presence in the United States and Europe.

One Madison Corporation ("One Madison") was originally formed as a blank check company incorporated on July 13, 2017 and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. One Madison units, Class A ordinary shares originally sold as part of the units, and warrants originally sold as part of the units sold in the Company’s initial public offering on January 22, 2018 were listed in the New York Stock Exchange (the "NYSE") under the symbols "OMAD.U", "OMAD" and "OMAD.WS", respectively. The Class A ordinary shares and warrants comprising the units began separately trading on February 26, 2018. Upon the closing of the business combination (the "Closing") as described below, these shares and warrants that were converted as part of the transaction, began trading under the symbols "PACK" and "PACK WS", respectively.

On June 3, 2019, the Company, consummated a business combination (the “Ranpak Business Combination”) pursuant to the Stock Purchase Agreement dated December 12, 2018 by and among the Company, Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Seller (“Rack Holdings”). The Company, through its wholly owned subsidiary, Ranger Packaging LLC (the “Acquiring Entity”), acquired all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. Refer to Note 4 for further discussion of the Ranpak Business Combination. In connection with the Ranpak Business Combination, the Company domesticated to a Delaware corporation on May 31, 2019 and changed its name to Ranpak Holdings Corp.

                        7

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements— These unaudited condensed consolidated interim financial statements should be read in conjunction with Ranpak Holdings Corp.'s audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016 and Rack Holdings' audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016, which are included in the Company’s Form 10-K for the year ended December 31, 2018 and the Company’s Registration Statement on Form S-4, as amended (File No. 333-230030), respectively .

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading.

The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of operations for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Predecessor and Successor Reporting—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, pursuant to the Stock Purchase Agreement, and now owns 100% of Rack Holdings Inc. and its wholly owned subsidiaries. The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) as One Madison was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (See Note 4).

The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Period are presented on a different basis of accounting and are, therefore, not comparable.

Principles of Consolidation—The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.

Derivative Financial Instruments—The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.

We use interest rate swap contracts to manage interest rate exposures. Derivatives are recorded in the consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The changes in the fair values of derivatives not designated as hedges are recognized directly in earnings, as a component of interest expense. Prior to September 25, 2019, the Company did not apply hedge accounting to its outstanding interest rate swap, and changes in fair value were recorded directly to interest expense.

                        8

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New Accounting Standards Issued and Not Yet Adopted—In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All the related ASUs are effective for the Company’s annual reporting period beginning January 1, 2019, and interim reporting periods within annual reporting periods beginning on January 1, 2020. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements, and possibly require changes to the Company’s software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements.

The standards permit the use of either the retrospective or cumulative effect transition method. The Company will adopt the modified retrospective method where it will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings while prior period amounts will not be adjusted and will continue to be reported in accordance with the Company’s legacy accounting under ASC 605. The Company has assigned both internal and external consulting resources to assist in its evaluation and is finalizing its evaluation of the impact of the standard. As part of its ongoing evaluation, the Company is assessing the impact of the Company's accounting for arrangements that include variable consideration (i.e. discounts, credits, and milestone payments) and multiple performance obligations. Currently, the Company's revenue is generated from arrangements with distributors and end users involving combinations of product and user fees that are evaluated under ASC 605-25 and ASC 840. The majority of the Company’s revenues is derived from the sale of its primary product, paper consumables. The Company currently allocates revenue between the lease and non-lease component of its arrangements which is consistent with the requirements under ASC 606. As such, the Company does not anticipate any material impact from the allocation of transaction price among the lease and non-lease components.

Within its arrangements, the Company has variable consideration including but not limited to discounts and credits.  Impacts associated with variable consideration under its arrangements such as discounts and credits are not material as the Company is currently accounting for this consideration consistent with the new standard. The Company preliminarily reviewed its sales commission policies to determine impact under ASC 606 and does not anticipate a material impact to its financial statements as the commissions currently being paid are immaterial to the Company’s financial statements. In addition, the Company expects that the changes in accounting for contingent milestone payments will have an effect on the future accounting treatment for the arrangements under the End of Line Automation Neopack Solutions S.A.S dba e3Neo (“e3Neo”) product line. The previous accounting guidance contained specific guidance related to the accounting for milestone payments including, if certain criteria were met, the ability to recognize all consideration related to the milestone once that milestone was achieved. The revenue ASUs do not contain guidance specific to milestone payments, thereby requiring potential milestone payments to be considered in accordance with the overall revenue recognition model. As a result, revenue from contingent milestone payments may be recognized earlier under the revenue ASUs than under the existing guidance, based on an assessment of the probability of achievement of the milestones and the likelihood of a significant reversal of such revenue at each reporting date. Revenue from the end of line automation (e3Neo) product line was less than 5% of total revenues in 2018 so the Company does not expect a material impact from any change in accounting for this product line. The Company is also evaluating any changes in balance sheet classification under ASC 606 and has not currently identified any changes. While the Company continues to assess the potential impacts of the new standard, including the areas described above, it cannot reasonably estimate the impact of the new standard on its consolidated financial statements and related notes.

                        9

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020 with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-02 for private companies until fiscal years beginning after December 15, 2020. The Company is assessing the potential impact of the new standard on the consolidated financial statements and the change in adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in ASC Topic 820, Fair Value Measurement. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is assessing the potential impact of the new standard on the consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Derivatives and Hedging, (Topic 815) and Financial Instruments, (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13. On October 16, 2019, the FASB delayed the implementation of ASU 2016-13 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-13. The amendments address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after December 15, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 20, 2020, with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-01 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-01 as well as the impact adopting ASU 2019-04 will have on the Company's condensed consolidated financial statements.

                        10

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 3 — Supplemental Balance Sheet Data

Accounts Receivable—The allowance for doubtful accounts was as follows:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Allowance for doubtful accounts	$	(0.2	)	$	(0.2	)

Inventories—The components of inventories were as follows at:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Inventories
Raw materials	$	7.9		$	4.1
Finished goods	5.0			8.0
Total inventories	12.9			12.1
Less reserve for obsolescence	(0.4		)	(0.3		)
Total inventories, net	$	12.5		$	11.8

Property, Plant and Equipment—Depreciation expense is recorded in cost of sales and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Depreciation expense included in cost of sales	$	5.1	$	6.9	$	8.9	$	5.3	$	15.9
Depreciation expense included in depreciation and amortization expense	0.4		0.5		0.7		0.4		1.0
Total depreciation expense	$	5.5	$	7.4	$	9.6	$	5.7	$	16.9

                        11

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 4 — Acquisition

Ranpak Business Combination—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings pursuant to the Stock Purchase Agreement for consideration of $799.6 million and €140.0 million ($160.8 million) in cash, (A) $341.5 million and €140.0 million of which was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as contemplated by the Stock Purchase Agreement and (B) the remainder of which was paid to Seller. The purchase price paid at Closing was estimated and subject to customary post-Closing adjustments which included an adjustment of $0.7 million for net working capital and as additional consideration.

The Ranpak Business Combination is accounted for under ASC 805. Pursuant to ASC 805, the Company has been determined to be the accounting acquirer. Refer to Note 2 for more information. Rack Holdings constitutes a business with inputs, processes, and outputs. Accordingly, the acquisition of Rack Holdings constitutes the acquisition of a business for purposes of ASC 805 and due to the change in control of Rack Holdings was accounted for using the acquisition method. The Company recorded the fair value of assets acquired and liabilities assumed from Rack Holdings.

The allocation of the consideration to the assets acquired and liabilities assumed is based on various estimates. As of September 30, 2019, the Company completed its evaluation of net working capital as part of the purchase price paid at Closing and paid additional consideration of $0.7 million. The Company continues to evaluate the fair value of the acquired intangible assets and equipment. As such, to the extent of these estimates, the purchase price allocation is preliminary and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Any adjustments will be recognized in the reporting period in which the adjustment amounts are determined.

The following represents the preliminary purchase price allocation for the Ranpak Business Combination:

	Amount
Total Consideration, net of cash	$	945.6
Cash and cash equivalents	10.1
Accounts receivable	28.2
Inventories	15.5
Property, plant and equipment	118.8
Other assets	4.7
Intangible assets	480.8
Total identifiable assets acquired	658.1
Accounts payable	8.6
Accrued expenses	7.4
Other liabilities	4.5
Deferred tax liabilities	112.8
Net identifiable liabilities acquired	133.3
Goodwill	$	420.8

                        12

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Intangible assets and property, plant and equipment balance comprise the following:

	Preliminary Fair Value		Remaining Useful Lives
Trade Names/Trademarks	$	106.0	Indefinite
Customer/Distributor Relationships	205.7		15 years
Patented/Unpatented Technology	164.1		10 years
In-Process Research & Development	5.0		10 years
Total Preliminary Fair Value	480.8
Carrying Value as of 06/2/2019	274.6
Adjustment amount	$	206.2
Machinery and Equipment	$	108.1	5 years
Buildings and Improvements	6.6		15 years
Land	4.1		N/A
Total Preliminary Fair Value	118.8
Carrying Value as of 06/02/2019	71.9
Adjustment amount	$	46.9

The preliminary fair values for the trade names/trademarks, and patented/unpatented technology were determined using the Relief-from-Royalty Method, which is a combination of an Income Approach and Market Approach. The preliminary fair value for customer/distributor relationships was determined using the Multi-Period Excess Earnings Method, which is an Income-based Approach.

The preliminary fair value for land was determined using Sales Comparison and Cost Approaches, depending on location. The preliminary fair value for machinery and equipment, and buildings and improvements were determined using a combination of the Cost Approach and Market Approach, considering physical deterioration when determining current reproduction costs.

The preliminary estimates of remaining useful lives for the intangible assets and property, plant, and equipment were determined by assessing the period of economic benefit of the asset.

Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets, largely arising from the assembled workforce, new customers and the replacement of customer and technology attrition. Goodwill is not amortized for tax purposes.

Transaction costs incurred in the Ranpak Business Combination totaled $48.0 million. Of this amount, $12.6 million was classified as debt issuance costs, including $1.7 million presented as assets and $10.9 million presented as a reduction to debt within the condensed consolidated balance sheets. Transaction costs of $0.0 million were expensed in the Successor Period from July 1, 2019 through September 30, 2019, $0.3 million was expensed in the Successor Period from June 3, 2019 through September 30, 2019, $7.4 million was expensed in the Predecessor Period from January 1, 2019 through June 2, 2019, and $1.0 million was expensed in the Predecessor Period from July 1, 2018 through September 30, 2018 and $1.2 million was expensed in the Predecessor Period from January 1, 2018 through September 30, 2018 within income from operations in the condensed consolidated statement of operations.

                        13

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

	Amount
Deferred financing costs	$	12.6
Transaction costs	25.6
Payment of accrued transaction costs	9.8
Total	$	48.0
Debt issuance costs:
Presented as reduction to debt	$	10.9
Presented as asset	1.7
Total debt issuance costs	$	12.6

The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Ranpak Business Combination occurred on January 1, 2018, for the three months and nine months ended September 30, 2019 and 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
Net Sales	$	70.4	$	64.7	$	196.9		$	188.3
Net (loss) income	$	0.8	$	0.3	$	(8.0	)	$	(2.1	)

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented and are not necessarily indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented.

Neopack Acquisition—On February 28, 2017, pursuant to the Share Purchase Agreement (“e3NEO Purchase Agreement”) the Predecessor acquired all of the capital stock of Neopack Solutions S.A.S. dba e3NEO.

The e3NEO Purchase Agreement contained a contingent consideration arrangement that required the Company to pay e3NEO a “Next Generation Machine Payment”, which was computed by the Company based on certain criteria established in the e3NEO Purchase Agreement. The criteria included, but were not limited to, the design and development by e3NEO of a prototype of the “Next Generation Machine” as defined in the e3NEO Purchase Agreement. The maximum amount payable, $1.1 million, was recorded as contingent consideration, of which $0.8 million was paid in the nine months ended September 30, 2018, and the remainder of the balance was paid prior to December 31, 2018.

Additionally, the e3NEO Purchase Agreement contains an earn-out provision whereby the seller may be entitled to receive an earn-out payment in an amount up to the greater of (i) $2.6 million (the “Minimum Earn-Out Amount”), and (ii) the trailing twelve (12) month earnings before income taxes, depreciation and amortization of the business calculated as of December 31, 2020 multiplied by forty-eight percent (48%). The earn-out payment, if and to the extent earned, shall be paid in accordance with the terms of the e3NEO Purchase Agreement. In order to be eligible to receive the Minimum Earn-Out Amount pursuant the e3NEO Purchase Agreement, e3NEO must have caused the business to receive purchase orders from customers and receive sign-off from such customers upon completion of a successful factory acceptance test, for at least twenty (20) Next Generation Machines on or before December 31, 2019 subject to the reasonable approval of the Company. At September 30, 2019 and December 31, 2018, the Company determined the seller would likely be entitled to receive the Minimum Earn-Out Amount of $2.6 million payable in 2020, and as a result, has included the amount payable in other non-current liabilities on the consolidated balance sheet at September 30, 2019 and December 31, 2018.

                        14

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 5 — Long-Term Debt

Successor

In connection with the Closing of the Ranpak Business Combination, Ranger Pledgor LLC ("Holdings"), Ranger Packaging LLC (the "US Borrower") and Ranpak B.V (the "Dutch Borrower" and together with the US Borrower, the "Borrowers"), entered into a First Lien Credit Agreement that provided for senior secured credit facilities to, in part, (i) fund the business combination, (ii) repay and terminate the existing indebtedness of Rack Holdings, and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate principal amount of the senior secured credit facilities consists of a $378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a €140.0 million ($152.6 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures seven years after the closing date and the Revolving Facility matures five years after the Closing Date. As of September 30, 2019, no amounts are outstanding under the Revolving Facility.

At September 30, 2019 long-term debt consisted of the following:

First Lien Dollar Term Facility	$	378.2
First Lien Euro Term Facility (140.0 million Euro)	152.6
Revolving Facility	—
Total Debt	$	530.8
Less deferred financing costs, net	(10.2		)
Less current portion	(5.4		)
Long-term Debt	$	515.2

Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss.

Borrowings under the Facilities, at the Borrowers' option, bear interest at either (1) an adjusted eurocurrency rate or (2) a base rate, in each case plus an applicable margin. The applicable margin is 4.00% with respect to eurocurrency borrowings and 3.00% with respect to base rate borrowings (in each case, assuming a first lien net leverage ratio of greater than or equal to 5.00:1.00), subject to a leverage-based stepdown.

In connection with the debt financing, the Company, entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the Facilities. The fixed rate payable under the swap was 2.5634%. The interest rate swap became effective and was novated to the Company on the closing date in the amount of $4.7 million and will mature on June 3, 2022. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements the details of which are further explained in Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility.

The Facilities will provide the Borrowers with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $95.0 million and 100% of trailing-twelve months Consolidated EBITDA (as defined in the definitive documentation with respect to the Facilities), plus any voluntary prepayments of the debt financing (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

The obligations of (i) the US Borrower under the Facilities and certain of its obligations under hedging arrangements and cash management arrangements are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized

                        15

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

direct or indirect wholly-owned US organized restricted subsidiary of Holdings (together with Holdings, the “US Guarantors”) and (ii) the Dutch Borrower under the Facilities are unconditionally guaranteed by the US Borrower, the US Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch organized restricted subsidiary of Holdings (the “Dutch Guarantors”, and together with the US Guarantors, the “Guarantors”), in each case, other than certain excluded subsidiaries. The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the US Borrower and US Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor.

The Facilities imposed restrictions that require the Company to comply with or maintain certain financial tests and ratios. Such agreements restrict our ability to, among other things: (i) declare dividends or redeem or repurchase capital stock, including with respect to Class A common stock (ii) prepay, redeem or purchase other debt (iii) incur liens (iv) make loans, guarantees, acquisitions and other investments (v) incur additional indebtedness (vi) engage in sale and leaseback transactions (vii) amend or otherwise alter debt and other material agreements (viii) engage in mergers, acquisitions and asset sales (ix) engage in transactions with affiliates and (x) enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries. The Company was in compliance with all of its financial covenants as of September 30, 2019.

Predecessor

At December 31, 2018, long-term debt consisted of the following:

First Lien Term Loan B - United States Dollar based facility with interest based on one month adjusted Eurodollar plus margin. Interest rate was 5.77% at December 31, 2018	$	253.6
First Lien Term Loan B - Euro based facility with interest based on one month adjusted EURIBOR plus margin. Interest rate was 4.25% at December 31, 2018	172.4
Second Lien US$ Tranche with interest based on one month adjusted Eurodollar plus margin. Interest rate was 9.71% at December 31, 2018	80.5
Total Debt	$	506.5
Less deferred financing costs	(7.2		)
Less current portion (First Lien)	(4.4		)
Long-term debt	$	494.9

Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss. At the Closing of the Ranpak Business Combination, Rack Holdings' existing debt, which amounted to approximately $495.0 million, was repaid in full. At the date of the transaction, the remaining $6.3 million of deferred finance costs were written-off.

Amortization and accumulated amortization of deferred financing costs was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Amortization of deferred financing costs	$	0.6	$	0.7	$	7.5	$	0.6	$	2.0

                        16

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

	Successor		Predecessor
	September 30, 2019		December 30, 2018
Accumulated amortization of deferred financing costs	$	0.7	$	15.5

                        17

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 6 — Income Taxes

For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full year for its operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. The Company’s effective tax rate was as following:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Effective tax rate	69.8%	31.4%	20.5%	105.8%	56.2%

The fluctuation in the effective tax rate over the periods presented above was primarily attributable to a jurisdictional mix of income between periods. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the U.S., and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Pursuant to the Ranpak Business Combination discussed in detail in Note 4, the Company has preliminarily estimated the fair market value of assets and liabilities, including the impact on the deferred tax assets and liabilities in accordance with the guidance under ASC 805. The deferred tax assets and liabilities are provisional as the valuation analysis is not complete. The provisional deferred tax assets and liabilities will be adjusted accordingly with any changes to the fair market value of the underlying assets and liabilities. The provisional deferred tax assets and liabilities adjustment was a net increase in the deferred tax liability of $50.8 million.    

The Company files income tax returns in the United States and various foreign, state and local jurisdictions. With few exceptions, the Company is no longer subject to federal, foreign, and state and local income tax examination by tax authorities for years ended before 2013.

                        18

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Note 7 — Commitments and Contingencies

Profit Interests—Certain members of the Company’s management team were granted profit interests in the Seller, Rack Holdings' former parent company, that allow for them to share in the eventual profits at a future date after giving preference to preferred and common shareholders upon a liquidity event. The return on such profit interests is dependent upon the achievement of predefined internal rate of return targets, and is also subject to time vesting based on years of service. As of September 30, 2019, certain members of the Company's management team were paid approximately $2.8 million related to the profit interests agreement and the Company has determined recording these payments in neither the Successor Period nor Predecessor Period is appropriate. This conclusion is based on these expenses being related the Ranpak Business Combination which is a change-in-control event.

                        19

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 8 — Derivative Instruments

The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.

Interest Rate Swap

On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on the third anniversary of the Closing. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements.

On September 25, 2019, the Company began applying hedge accounting to the two new interest rate derivatives. Changes in fair value are recorded to interest expense. The fair value of the hedging instrument is a liability of $6.4 million consisting of a long-term liability of $6.0 million, a short-term liability of $0.4 million as of September 30, 2019 with corresponding charges recorded as a component of interest expense and other comprehensive income, as discussed below. The Company recognized a loss of $(6.4) million in interest expense in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the period of June 3, 2019 through September 30, 2019. No gains or losses were recognized prior to June 3, 2019.

Hedges of Interest Rate Risk

The Company enters into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to portions of our variable rate debt. On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on June 3, 2023. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company received floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty.

Prior to September 25, 2019, the Company did not apply hedge accounting to the interest rate derivative. Changes in fair value were recorded to interest expense. On September 25, 2019, the Company amended the existing interest rate swap for the notional amount of $200.0 million to extend its term and concurrently entered into an incremental $50.0 million notional swap with similar terms. As of September 30, 2019, our interest rate swap contracts have a combined notional of $250.0 million and terminate on June 1, 2023. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. Beginning in September 2019, our interest rate swaps were designated as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net.

During the quarter ended September 30, 2019, unrealized gains of $0.0 million were recorded to other comprehensive loss, and $0.0 million was reclassified out of accumulated other comprehensive loss to interest expense as no payments were made to the swap counterparty. No amounts related to cash flow hedges were recognized in other comprehensive loss prior to September 2019, as the Company had not previously designated its inters rate swaps as hedges. As of September 30, 2019, the Company does not anticipate having to reclassify any of the net hedging losses from accumulated other comprehensive loss into earnings during the next 12 months to offset the variability of the hedged items during this period.

The following table summarizes the total fair value of derivative assets and liabilities as of September 30, 2019. The Company had no derivative positions as of December 31, 2018:

                        20

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

	Fair Value as of September 30, 2019
	Other Assets		Current Liabilities		Non-current Liabilities
Interest rate swaps not designated as accounting hedge	$	—	$	—	$	—
Interest rate swaps designated as accounting hedge	—		0.4		6.0
Total derivatives	$	—	$	0.4	$	6.0

The following table presents the effect of our derivative financial instruments on our statement of financial performance. The income effects of our derivative activities are reflected in Interest expense. There were no gains or losses recorded prior to June 3, 2019 (the Predecessor Period):

Millions	Three Months Ended September 30, 2019			June 3 to September 30, 2019
Total interest expense presented in the statement of operations	$	9.5		$	17.5
Derivatives designated as hedging instruments:
Cash flow hedges- interest rate swaps	$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate Swap	$	(1.1	)	$	(6.4	)

                        21

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 9 — Fair Value Measurement

Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

▪ Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

▪ Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

▪ Level 3 — Unobservable inputs that are supported by little or no market activities.

The carrying values of cash and cash equivalents (primarily consisting of bank deposits), accounts receivable and accounts payable approximate their fair values due to the short-term nature of these instruments as of September 30, 2019 and December 31, 2018. The carrying value of borrowings under the credit facilities approximates fair value due to the variable interest rates associated with those borrowings.

The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of the Company's financial instruments as of September 30, 2019 and December 31, 2018:

Successor
	Carrying Amount		Fair Value		Fair Value Measurements
September 30, 2019					Level 1		Level 2		Level 3
Current and Long-term debt	$	530.8	$	530.8	$	—	$	530.8	$	—
Derivative liability	$	6.4	$	6.4	$	—	$	6.4	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

Predecessor
	Carrying Amount		Fair Value		Fair Value Measurements
December 31, 2018					Level 1		Level 2		Level 3
Long-term debt	$	494.9	$	494.9	$	—	$	494.9	$	—
Derivative liability	$	—	$	—	$	—	$	—	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

The valuation techniques and inputs used for fair value measurements categorized within Level 2 and Level 3 include quoted comparable prices from market inputs and significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using the Company’s own estimates and assumptions or those expected to be used by market participants. The Company determines its valuation policies and procedures and analyzes changes in fair value measurements from period to period by using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs.

The fair value of outstanding long-term debt is estimated at $530.8 million as of September 30, 2019 based on prices and other relevant information generated by market transactions involving identical or comparable debt instruments, which represents a Level 2 measurement. Derivative positions are classified within level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk. The fair value of the earn-out contingent liability is estimated at $2.6 million as of September 30, 2019 based on contractual terms, which

                        22

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

represents a Level 3 measurement. For fair value measurements categorized within Level 3 of the fair value hierarchy, the amount of the total gains or losses for the period included in earnings (or changes in net assets) that is attributable to the change in unrealized gains or losses relating to those assets and liabilities held at the end of the reporting period is $0.0 million.

Note 10 — Shareholders’ Equity

Capital Stock—The Company is authorized to issue 426,000,000 shares of capital stock, consisting of (i) 200,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 25,000,000 shares of Class B common stock, par value $0.0001 per share, and (iii) 200,000,000 shares of Class C common stock, par value $0.0001 per share and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share.

Common Shares—Each holder of Class A Common Stock ("Class A") is entitled to one vote for each Class A share held of record.  Holders of shares of Class C Common Stock ("Class C") have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote.  Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares.

Preferred Shares—The Company's charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of September 30, 2019, the Company had no preferred stock outstanding.

Public Warrants—On January 22, 2018, the Company consummated its IPO of 30,000,000 units, each consisting of one Class A ordinary share and one half of one warrant to purchase one Class A ordinary share, i.e., 15,000,000 warrants in total (the “public warrants”).

Forward Purchase Warrants—On October 5, 2017, on a private placement basis pursuant to individual forward purchase agreements, the Company’s anchor investors agreed to purchase an aggregate of 15,000,000 Class A ordinary shares (or, at each holder’s election, Class C ordinary shares) plus 5,000,000 warrants to purchase shares of Class A ordinary shares (or, at each holder’s election, warrants to purchase shares of Class C ordinary shares) (the “forward purchase warrants”) at a purchase price of $10.00 per ordinary share, with one forward purchase warrant allocated per three forward purchase shares issuable to each investor. The forward purchase shares and forward purchase warrants were issued on June 3, 2019 in connection with the closing of the Ranpak Business Combination.

Private Placement Warrants—On January 17, 2018, certain investors purchased an aggregate of 8,000,000 private placement warrants at a price of $1.00 per whole warrant in a private placement that closed simultaneously with the closing of the IPO. On March 27, 2019, the Company entered into a warrant exchange agreement with certain holders of the private placement warrants, pursuant to which 7,429,256 of the outstanding private placement warrants were canceled by the Company in exchange for 742,926 shares of Class A common stock (a 10:1 ratio) in connection with the closing of the Ranpak Business Combination. The private placement warrants (including the shares of Class A common stock or, at the holder’s election, Class C common stock issued upon exercise of the private placement warrants) are not be transferable, assignable or salable until 30 days after the completion of the Ranpak Business Combination, subject to certain exceptions, and they will not be redeemable by the Company so long as they are held by the anchor investors who initially purchased such warrants or their respective permitted transferees.

Terms of the Warrants—Each warrant entitles the registered holder to purchase one share of Class A common stock (or with respect to the forward purchase and private placement warrants, at the election of the holder, one share of Class C common stock) at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the closing of the Ranpak Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the public warrants and a current prospectus relating thereto is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky laws of the state of residence of the holder. Pursuant to the warrant agreement that governs the terms of the warrants, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock (or with respect to the forward purchase warrants, at the election of the holder, one share of Class C common stock). This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the closing of the business combination, or earlier upon redemption or liquidation.

                        23

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Once the public warrants and forward purchase warrants are exercisable, the Company may call such warrants for redemption in whole and not in part;

• At a price of $0.01 per warrant;

• Upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• If, and only if, the reported last sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Registration Rights—Certain investors were entitled to registration rights pursuant to the forward purchase agreements, subscription agreements, private placement warrant agreements, and the registration rights agreement entered into concurrently with the closing of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company bore the expenses incurred in connection with the filing of any such registration statements.

Outstanding Shares—At September 30, 2019 and December 31, 2018, the Company had the following shares of common stock outstanding:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
	Class A	Class C	Total Common	Common
Shares outstanding not subject to an earn-out agreement	41,244,899	5,779,910	47,024,809	995
Shares subject to a $15.00 earn-out	2,940,336	0	2,940,336	0
Shares subject to a $12.50 earn-out	3,018,617	731,383	3,750,000	0
Shares subject to a $12.25 earn-out	157,500	0	157,500	0
Total	47,361,352	6,511,293	53,872,645	995

Translation adjustment—Translation adjustments recorded are the only component of accumulated other comprehensive gain (loss) in shareholders’ equity. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive loss which is net of tax, where applicable. Translation adjustments were as follows:

	Successor						Predecessor
	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Translation adjustment	$	(11.1	)	$	(6.3	)	$	23.6	$	(1.1	)	$	(5.4	)

                        24

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 11— Stock-Based Compensation

The Company expenses the fair value of grants of various stock-based compensation programs over the vesting period of the awards. Awards granted are recognized as compensation expense based on the grant date fair value, estimated in accordance with FASB Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. The grant date fair value is the closing price of the Company's stock on the grant date. Failure to satisfy the threshold service or performance conditions will result in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions will result in a reversal of previously recognized share-based compensation expense so long as the awards are probable of vesting.

The table below summarizes certain data for the Company’s stock-based compensation plans:

	June 3, 2019 through September 30, 2019
Compensation expense for all stock based compensation plans	$	1.8
Tax (expense) benefits for stock-based compensation	0.4
Fair value of vested awards	$	2.2

The Company’s shareholders approved the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Plan”) at its Annual Meeting of Shareholders on February 20, 2019. The purpose of the 2019 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. The 2019 Plan is an omnibus plan that may provide these incentives through grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company.

As of September 30, 2019, a maximum of 4,118,055 shares may be issued under the 2019 Plan. As of September 30, 2019, 955,196 equity awards have been granted, (39,410) equity awards have been canceled, and zero equity awards vested under the 2019 Plan, leaving 3,202,269 shares available for future awards under the 2019 Plan. Shares issued are new shares which have been authorized and designated for award under the 2019 Plan.

Restricted Stock Units—Restricted stock units represent a right to receive one share of the Company’s common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Certain restricted stock units vest ratably over a three or two-year period while others vest over a one-year period. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis.

Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	388,527		9.66
Vested	—		—
Forfeited	(8,704	)	9.77
Outstanding at September 30, 2019	379,823		$	9.66

As of September 30, 2019, there was $2.4 million of remaining unamortized deferred compensation associated with these restricted stock units that will be expensed over the remaining service period through June 3, 2021. Expense recognized due to the vesting of these awards was $0.9 million from June 3, 2019 through September 30, 2019.

                        25

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Performance-Based Restricted Stock Units—Performance-based restricted stock units may vest at the end of a 2.5-year performance period but the level of the awards to be earned at the end of the performance period is contingent upon attainment of specific business performance goals during an initial one-year performance period. If certain minimum performance levels are not attained, no awards will become vested. The awards are variable in that compensation could range from zero to 150% of the 2019 Plan's target contingent on the performance level attained. The fair value of performance-based restricted stock units is determined on the grant date. Compensation cost for these awards is recognized based on the probability of achievement of the performance-based conditions. The table below includes the maximum number of restricted stock units that may be earned under the 2019 Plan.

Performance-Based Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	562,948		9.77
Forfeited	(30,706	)	9.77
Outstanding at September 30, 2019	532,242		$	9.77

As of September 30, 2019, there was $4.7 million of remaining unamortized deferred compensation associated with these performance-based restricted stock units that may be expensed over the remaining service period through January 1, 2022. Expense recognized due to the vesting of these awards was $0.9 million for the period ended on September 30, 2019.

Director Stock Units—Members of the Company's Board of Directors may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears, vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. The table below includes the number of shares granted and vested for Directors electing to receive retainer payments in shares for the periods below.

Director Stock Units	Shares	Weighted Average Grant Date Fair Value
Balance at June 3, 2019	—	$	—
Granted	3,720	5.04
Vested	(3,720)	5.04
Balance at September 30, 2019	—	$	—

                        26

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 12—Earnings/Loss per share

Basic earnings (loss) per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution, if any, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method or if-converted method. Diluted EPS excludes potential shares of common stock if their effect is anti-dilutive. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.

The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between different classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company applied the two-class method for EPS when computing net income (loss) per Class A and Class C common shares.

The Predecessor had one class of shares outstanding. As of September 30, 2019, the Company has not issued any instruments that were considered to be participating securities. The Successor’s weighted average shares of Class A and Class C common stock have been combined in the denominator of basic and diluted earnings (loss) per share because they have equivalent economic rights. The following tables set forth the computation of the Company's (loss) earnings per share:

	Successor						Predecessor
(Expressed in $000,000's except per share amounts)	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Net income (loss)	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Income allocated to participating preferred shares	—			—			—			—		—
Net income (loss) attributable to common stockholders for basic and diluted EPS
	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Basic weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Denominator adjustments for diluted EPS:
Assumed exercise of warrants	—			—			—			—		—
Assumed vesting of RSUs	—			—			—			—		—
Dilutive weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Earnings (loss) per share attributable to common stockholders:
Basic	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)
Diluted	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)

                        27

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Warrants on Common Stock	20,108,744	20,108,744	—	—	—
(Note 10)
Restricted Stock Units
and Performance-based
Restricted Stock Units (Note 11)	951,475	951,475	—	—	—
	21,060,219	21,060,219	—	—	—

                        28

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 13 — Related Party

Rack Holdings had a monitoring fee agreement, with Rhone Capital IV L.P., a related party, which required Rack Holdings to pay 1% of projected annual earnings before interest, taxes and depreciation and amortization in advance of each semi-annual period, adjusted retroactively up or down, plus reimbursement of other expenses. As of June 3, 2019, upon the Closing of the Ranpak Business Combination and change in control, this monitoring fee was eliminated. Monitoring fee and reimbursement expenses are included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for all predecessor periods presented, and were as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2018
Monitoring fee	$	—	$	—	$	0.6	$	0.4	$	0.8

                        29

RANPAK HOLDINGS CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 14 — Segment and Geographic Information

In accordance with ASC 280, Segment Reporting, the Company has determined it has two operating segments which are aggregated into one reportable segment, Ranpak. The chief operating decision maker assesses the Company’s performance and allocates resources based on the Company’s consolidated financial information. The aggregation of the two operating segments is based on the Company’s determination that per ASC 280 the operating segments have similar economic characteristics, and are similar in all of the following areas: the nature of products and services, the nature of production processes, the type or class of customer for their products or provide their services, and the methods used to distribute their products or provide their services. In addition, the operating segments were aggregated for purposes of determining whether segments meet the quantitative threshold for separate reporting.

The Company attributes revenue to individual countries based on the Company’s selling location. The Company’s products are primarily sold from the United States and the Netherlands. The following table presents a summary of total net sales from external customers and long-lived assets by geographic location:

Successor
As of September 30, 2019 and for the three months ended September 30, 2019	United States		Netherlands		Total
Net revenues	$	32.9	$	36.2	$	69.1
Long-lived assets	$	63.1	$	58.1	$	121.2
For the period from June 3, 2019 through September 30, 2019
Net revenues	$	42.2	$	43.2	$	85.4

Predecessor
For the period from January 1, 2019 through June 2, 2019	United States		Netherlands		Total
Net revenues	$	50.1	$	56.3	$	106.4
As of September 30, 2018 and for the three months ended September 30, 2018
Net revenues	$	32.5	$	32.6	$	65.1
Long-lived assets	$	35.8	$	39.6	$	75.4
For the nine month ended September 30, 2018
Net revenues	$	94.6	$	97.3	$	191.9
As of December 31, 2018 and for the year ended December 31, 2019
Net revenues	$	131.4	$	136.5	$	267.9
Long-lived assets	$	34.0	$	39.0	$	73.0

As of September 30, 2019 and December 31, 2018, 47.9% and 53.4%, respectively, of the Company’s long-lived assets were located outside of the U.S. The Company’s customers are not concentrated in any specific geographic region. During the Successor period for the three months ended September 30, 2019 and for the period from June 3, 2019 through September 30, 2019, one customer accounted for approximately 9.5% and 10.1% of total revenues, respectively. For the period from January 1, 2019 through June 2, 2019, one customer accounted for 8.5% of total revenues, respectively. During the three and nine months ended September 30, 2018, one customer accounted for approximately 10.5% and 10.8% of total revenues, respectively.

                        30

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.   Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.  Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with the sections entitled “Risk Factors” and “Forward-Looking Statements,” and our financial statements and related notes included in this Quarterly Report on Form 10-Q and our Proxy Statement/Prospectus on Schedule 14A, dated May 2, 2019 and filed with the SEC on May 3, 2019, as well as the section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of Ranpak included in the Proxy Statement/ Prospectus. For purposes of this section, "Ranpak", "the Company", "we", or "our" refer to (i) Rack Holdings and its subsidiaries (the "Predecessor") for the period from January 1, 2019 through June 2, 2019 and the three and nine month periods ended September 30, 2018 (each referred to herein as a "2019 Predecessor Period") prior to the consummation of the Ranpak business Combination and (ii) Ranpak Holdings Corp. and its subsidiaries (the "Successor ") for the period from June 3, 2019 through September 30, 2019 (the "Successor Period") after the consummation of the Ranpak Business Combination, unless the context otherwise requires. Capitalized terms used and not defined herein have the meanings disclosed in the Proxy Statement/Prospectus.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of the Company's control. The Company's actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains. Since its inception in 1972, Ranpak has delivered high quality protective packaging solutions, while maintaining its commitment to environmental sustainability. Ranpak assembles its protective packaging systems and provides the systems and paper consumables to customers, which include direct end-users and its network of exclusive paper packaging solution distributors, who in turn place the systems with and sell paper to commercial and industrial users for the conversion of paper into packaging materials. Ranpak operates manufacturing facilities in Concord Township, Ohio; Kansas City, Missouri, Raleigh, North Carolina, and Reno, Nevada in the United States and in Heerlen, the Netherlands and Nyrany, Czech Republic, in Europe. Ranpak also maintains sales and administrative offices in Dijon, France; Paris, France; Shanghai, China; Tokyo, Japan; and Singapore. Ranpak is a global business that generates approximately 51.0% of its net sales for the fiscal year 2018 outside of the United States.

As of September 30, 2019, Ranpak had an installed base of over 102,000 protective packaging systems serving a diverse set of distributors and end-users. Ranpak generated net sales of $69.1 million, and $65.1 million in the three months ended September

                        31

30, 2019 and 2018, respectively and $191.8 million, and $191.9 million in the combined nine months ended September 30, 2019 and 2018, respectively.

The Ranpak Business Combination

On June 3, 2019, we consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, Inc. (“Rack Holdings”) pursuant to a stock purchase agreement for consideration of $799.6 million, which reflects a post-closing adjustment of $0.7 million for net working capital and additional consideration, and €140.0 million ($160.0 million) in cash, (A) $341.5 million and €140.0 million of which, respectively, was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as contemplated by the stock purchase agreement and (B) the remainder of which was paid to Rack Holdings L.P. ("Seller") The purchase price paid at the closing was estimated and will be subject to a customary post-closing adjustments which the Company anticipates completing in the third quarter of this year. 

The Company (then One Madison Corporation) was deemed to be the accounting acquirer in the Ranpak Business Combination, as a result of which the Company allocated its purchase price to Rack Holdings' assets and liabilities at fair value, which created a new basis of accounting. Until the consummation of the Ranpak Business Combination, Rack Holdings operated as a separate business holding all of the historical assets and liabilities related to our business.

The Ranpak Business Combination was financed, in part, with debt of approximately $539.0 million, which became Ranpak’s direct obligation upon the consummation of the Ranpak Business Combination. Upon the consummation of the Ranpak Business Combination on June 3, 2019, Rack Holdings' then-existing debt, which amounted to approximately $495.0 million as of such date, was repaid in full.

Following the Ranpak Business Combination, we have hired, and expect to hire additional staff and implement procedures and processes to address regulatory and other customary requirements applicable to operating public companies. We expect to incur additional annual expenses for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. We estimate that these incremental costs will amount to $2.0 million or more per year, resulting in higher operating expenses in future periods. The closing of the Ranpak Business Combination also resulted in the elimination of certain non-recurring expenses incurred prior to the Ranpak Business Combination, which amounted to $35.4 million for the nine months ended September 30, 2019.

Factors Affecting the Comparability of Ranpak’s Results of Operations

The following factors may have affected the comparability of Ranpak’s results of operations between the periods presented in this Quarterly Report on Form 10-Q and may affect the comparability of its results of operations in future periods.

Effect of Currency Fluctuations—As a result of the geographic diversity of Ranpak’s operations, it is exposed to the effects of currency transaction and currency translation. Currency transaction exposure results when Ranpak generates net sales in one currency at one time and incurs expenses in another currency at another time, or when it realizes gain or loss on intercompany transfers. While Ranpak seeks to limit its currency transaction exposure by matching the currencies in which it incurs sales and expenses, it may not always be able to do so.

In addition, Ranpak is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are remeasured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in Ranpak’s income statement. In turn, subsidiary income statement balances that are denominated in currencies other than the U.S. dollar are translated into U.S. dollars, Ranpak’s functional currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the U.S. dollar are translated into U.S. dollars in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

Ranpak does not currently hedge its foreign currency transaction or translation exposure. As a result, significant currency fluctuations could impact the comparability of its results between periods, while such fluctuations coupled with material mismatches in net sales and expenses could also adversely impact its cash flows. See “Qualitative and Quantitative Disclosures About Market Risk.”

                        32

Acquisitions—On February 28, 2017, Ranpak acquired e3neo for total consideration of $3.3 million, including contingent consideration of $1.1 million which was paid in full in 2018, plus an earn-out opportunity, which remains pending, whereby the seller may be entitled to receive an earn-out payment in an amount up to the greater of (i) $2.6 million and (ii) 48% of the trailing twelve (12) month EBITDA of e3neo calculated as of December 31, 2020, which remains pending. See Note 4 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. While recent acquisitions, such as e3neo, have been relatively small, any significant future business acquisitions may impact the comparability of Ranpak’s results in future periods with those for prior periods.

Seasonality—Ranpak estimates that approximately one-third of its net sales, either directly or to distributors, are destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday quarter. Ranpak’s results tend to follow similar patterns, with the highest net sales typically recorded in its fourth fiscal quarter and the slowest sales in its first fiscal quarter of each fiscal year. Ranpak expects this seasonality to continue in the future, as a result of which its results of operations between fiscal quarters in a given year may not be directly comparable.

Key Performance Indicators and Other Factors Affecting Performance

Ranpak uses the following key performance indicators and monitors the following other factors to analyze its business performance, determine financial forecasts, and help develop long-term strategic plans:

Protective Packaging Systems Base—Ranpak closely tracks the number of protective packaging systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net sales expectations. Ranpak’s installed base of protective packaging systems also drives its capital expenditure budgets. Ranpak's installed base of protective packaging systems was 102.3 thousand units as of September 30, 2019 an increase of 7.1 thousand units, or 7.5% from 95.2 thousand units as of September 30, 2018. The following table presents Ranpak’s installed base of protective packaging systems by product line as of September 30, 2019 and 2018:

(in thousands)	September 30,		9/30/2019 vs. 9/30/2018
Protective Packaging Systems	2019	2018	Change	% Change
Cushioning machines	32.1	31.0	1.1	3.6
Void-fill machines	59.5	55.7	3.8	6.7
Wrapping machines	10.7	8.5	2.2	26.5
Total	102.3	95.2	7.1	7.5

Paper Costs—Paper is a key component of Ranpak’s cost of sales and can fluctuate significantly between periods. Ranpak purchases both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables it sells. The cost of paper supplies is Ranpak’s largest input cost, and it negotiates supply and pricing arrangements with most of its paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices Ranpak negotiates with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of Ranpak’s control, including supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy and chemicals. The market for Ranpak’s solutions is competitive and it may be difficult for Ranpak to pass on increases in paper prices to its customers immediately, or at all, which has in the past and could in the future adversely affect its operating results.

Results of Operations

The following tables sets forth Ranpak’s results of operations for the Successor Periods, Predecessor Periods, three and nine month periods ended September 30, 2019 on a Predecessor/Successor combined basis, three and nine month pro forma periods ended September 30, 2019 and three and nine month periods ended September 30, 2018, in millions of dollars.

                        33

The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805") as One Madison Corporation was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (see Note 4).

The financial statements separate the Company's presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison Corporation with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Periods are presented on a different basis of accounting and are, therefore not comparable.

Due to the Predecessor and Successor periods, for the convenience of readers, we have presented the nine month period ended September 30, 2019 on a combined basis (reflecting simple arithmetic combination of the GAAP Predecessor and Successor Periods without further adjustment) in order to present a meaningful comparison against the corresponding period in the nine months ended September 30, 2018.

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). However, we have also disclosed below EBITDA and adjusted EBITDA, which are non-GAAP financial measures. We have included EBITDA and adjusted EBITDA 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 and adjusted EBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that EBITDA and adjusted EBITDA provide useful information to investors and others in understanding and evaluating the Company's operating results in the same manner as our management and board of directors.

EBITDA and adjusted EBITDA 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 and adjusted EBITDA 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 and adjusted EBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

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

• adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

• EBITDA and adjusted EBITDA 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;

• adjusted EBITDA does not take into account any restructuring and integration costs; and

• other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA 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.

Adjusted EBITDA—Adjusted 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; depreciation and amortization; stock-based compensation expense; expenses related to the Ranpak Business Combination and, in certain periods, certain other income and expense items.

We also believe that adjusting these non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements.

                        34

The unaudited non-GAAP pro forma results of operations for the three and nine periods ended September 30, 2019 included in the discussion below are based on our historical financial statements included elsewhere in this Quarterly Report on Form 10-Q, adjusted to remove the effect of costs incurred to consummate the Ranpak Business Combination and for purchase accounting adjustments related to the business combination as well as to reflect a constant currency presentation between periods for the convenience of readers.  The non-GAAP measure pro forma ("pro forma") results discussed herein are derived from the combined pro forma financial information presented below under “Presentation and Reconciliation of GAAP to Non-GAAP Measures" for the three and nine month periods ended September 30, 2019. The pro forma results included herein have not been prepared in accordance with Article 11 of Regulation S-X.

Comparison of Successor Period Three Months Ended September 30, 2019, Q3 Predecessor Period Three Months Ended September 30, 2018 and Pro Forma Three Months Ended September 30, 2019

	Successor				Predecessor				Pro Forma
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,				Change to September 30,
	2019 ($)		% Net sales		2018 ($)		% Net sales		2019 ($)		% Net sales		2018 ($)		%
Net sales	69.1				65.1				70.4				5.3		8.1
Cost of sales	39.6		57.3		37.7		58.0		39.3		55.8		1.6		4.1
Gross Profit	29.5		42.7		27.4		42.0		31.1		44.2		3.7		13.6
Selling, general and administrative	17.7		25.6		12.6		19.3		15.8		22.4		3.2		25.5
Transaction costs	—		—		1.0		1.6		—		—		(1.0	)	(100.0	)
Depreciation and amortization	10.3		14.9		10.7		16.5		10.5		14.9		(0.2	)	(1.9	)
Other operating expense, net	0.5		0.7		1.2		1.9		0.7		1.0		(0.5	)	(41.9	)
Income (loss) from operations	1.0		1.5		1.9		2.9		4.1		5.8		2.2		116.5
Interest expense	9.5		13.8		8.0		12.3		9.6		13.7		1.6		20.2
Foreign currency (gain) loss	(3.2	)	(4.7	)	(0.9	)	(1.4	)	(3.2	)	(4.6	)	(2.3	)	255.6
Loss before income taxes	(5.3	)	(7.6	)	(5.2	)	(8.0	)	(2.3	)	(3.3	)	2.9		(55.7	)
Income tax benefit	(3.7	)	(5.4	)	(5.5	)	(8.5	)	(3.1	)	(4.5	)	2.4		(43.1	)
Net (loss) income	(1.6	)	(2.3	)	0.3		0.5		0.8		1.2		0.5		166.7
Non-GAAP:
EBITDA	19.6				18.8				19.5				0.7		3.9
Adjusted EBITDA					20.6				22.0				1.4		6.9

                        35

Net sales

The following table and the discussion that follows compares Ranpak’s net sales by geographic region and by product line for the three months ended September 30, 2019 and 2018:

	Successor		Predecessor		Pro Forma
	Three Months Ended September 30,		Three Months Ended September 30,		Three Months Ended September 30,		Change to September 30,
	2019 ($)	% Net sales	2018 ($)	% Net sales	2019 ($)	% Net sales	2018 ($)		%
North America	32.9	47.6	32.5	49.9	33.0	46.8	0.5		1.5
Europe/Asia	36.2	52.4	32.6	50.1	37.4	53.2	4.8		14.7
Total	69.1	100.0	65.1	100.0	70.4	100.0	5.3		8.1
Cushioning machines	28.6	41.4	27.3	41.9	29.2	41.5	1.9		7.0
Void-Fill machines	27.9	40.4	29.3	45.1	28.3	40.2	(1.0	)	(3.4	)
Wrapping machines	6.4	9.3	4.2	6.5	6.5	9.2	2.3		54.8
Other	6.2	8.9	4.3	6.5	6.4	9.1	2.1		49.0
Total	69.1	100.0	65.1	100.0	70.4	100.0	5.3		8.1

Net sales for the three months ended September 30, 2019 and 2018 totaled $69.1 million and $65.1 million, respectively.  Net sales increased $4.0 million or 6.1% as a result of an increase in the volume of Ranpak’s paper consumable products of approximately 0.5 pp and a 3.0 pp increase in sales of automated box sizing equipment in addition to an increase in the price of Ranpak's paper consumable products which contributed a 5.4 pp increase in sales. Net sales were positively impacted by increases in automation, cushioning and wrapping net sales, which were partially offset by a $0.1 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems as well as a decrease in void-fill net sales. Cushioning increased $1.9 million, or 7.0%, to $29.2 million from $27.3 million, void-fill decreased $(1.0) million, or (3.4)%, to $28.3 million from $29.3 million, wrapping increased $2.3 million, or 54.8%, to $6.5 million from $4.2 million, while other sales increased $2.1 million, or 49.0% to $6.4 million from $4.3 million, in each case for the three months ended September 30, 2019 compared to the three months ended September 30, 2018.  Other net sales includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field. Ranpak’s pro forma consolidated net sales increased $5.7 million or 8.8% for three months ended September 30, 2019 to $70.4 million from $64.7 million in the three month period ended September 30, 2018, after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods.

Net sales in North America for the three months ended September 30, 2019 and 2018 totaled $32.9 million and $32.5 million, respectively, an increase of $0.4 million or 1.3%. Pro forma net sales in North America were $33.0 million in the three months ended September 30, 2019, an increase of $0.5 million, or 1.5%, from $32.5 million for the three month period ended September 30, 2018. The change was attributable to an increase in cushioning and wrapping volumes and prices, partially offset by a decrease in void-fill sales.

Net sales in Europe/Asia for the three months ended September 30, 2019 and 2018, totaled $36.2 million and $32.6 million, respectively, an increase of $3.6 million or 10.9%. Pro forma net sales in Europe/Asia were $37.4 million in the three months ended September 30, 2019, an increase of $5.2 million, or 16.1%, from $32.2 million for the three month period ended September 30, 2018, on a constant currency basis, driven primarily by an increase in cushioning, automation and wrapping sales.

Cost of Sales

                        36

Cost of sales for the three months ended September 30, 2019 and 2018 totaled $39.6 million and $37.7 million, respectively. Cost of sales increased $1.9 million or 4.9% due to increases in volume, offset by a fair value purchase accounting adjustment of $1.0 million related to a step-up in inventory costs and a decrease in the price of paper. Pro forma cost of sales increased by $1.8 million, or 4.7%, to $39.3 million in the three months ended September 30, 2019 from $37.5 million for the three month period ended September 30, 2018 after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods. As a result, on a pro forma basis, net sales minus cost of sales as a percentage of net sales increased by 2.2 percentage point (pp) to 44.2% in the three months ended September 30, 2019 from 42.0% for the comparable period in 2018.

Selling, General and Administrative Expenses (SG&A)

SG&A expenses for the three months ended September 30, 2019 and 2018 totaled $17.7 million and $12.6 million, respectively. SG&A expenses increased $5.1 million or 40.7% due to severance costs, non-cash equity compensation costs, increased support of growth initiatives and increased costs associated with being a public company. Pro forma SG&A expenses increased by $2.3 million, or 16.8%, to $15.8 million in the three months ended September 30, 2019 from $13.5 million for the comparable period in 2018 adjusting to a constant currency in both periods. As a percentage of net sales, pro forma SG&A increased to 22.4% in the three months ended September 30, 2019 from 20.8% in the three months ended September 30, 2018 on a constant currency basis.

Transaction Costs

We incurred transaction costs related to the Ranpak Business Combination of approximately $1.0 million for the three months ended September 30, 2018. We did not incur transaction cost for the three months ended September 30, 2019. All of these costs are related to the Ranpak Business Combination and we have added them back to EBITDA in arriving at Adjusted EBITDA.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended September 30, 2019 and 2018 totaled $10.3 million and $10.7 million, respectively. Depreciation and amortization expenses decreased $(0.5) million or (4.2)% due to the Ranpak Business Combination fair value adjustments, their related amortizable lives and changes in currency rates. Pro forma depreciation and amortization expenses decreased by $(0.2) million, or (1.4)%, to $10.5 million in the three months ended September 30, 2019 from $10.7 million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma depreciation and amortization expenses decreased to 14.9% on a pro forma basis in the three months ended September 30, 2019 from 16.4% in the three months ended September 30, 2018 on a constant currency basis.

Other Operating Expense (Income), Net

Other operating expenses (income), net, for the three months ended September 30, 2019 and 2018 totaled $0.5 million and $1.2 million, respectively. Other operating expenses (income), net, decreased $(0.7) million or (58.4)% due to loss on sale of machines in the prior year period and increased research and development expense in the current year period. Pro forma other operating expenses (income), net, was $0.7 million in the three months ended September 30, 2019 compared to $1.2 million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma other operating expenses (income), net, decreased to 1.0% on a pro forma basis in the three months ended September 30, 2019 from 1.8% in the three months ended September 30, 2018 on a constant currency basis.

Interest Expense

Interest expense for the three months ended September 30, 2019 and 2018 totaled $9.5 million and $8.0 million, respectively. Interest expense increased $1.6 million or 19.6% due to the termination of an interest rate hedge in the second half of 2018, increased debt levels and higher interest rates. Pro forma interest expense increased by $1.7 million, or 21.0%, to $9.6 million in the three months ended September 30, 2019 compared to $8.0 million for the three months ended September 30, 2018 on a constant currency basis, reflecting the termination of an interest rate hedge in the second half of 2018, increased debt levels, higher interest rates and the effect of an interest rate swap. As a percentage of net sales, pro forma interest expense increased to 13.7% in the three months ended September 30, 2019 from 12.2% in the three months ended September 30, 2018.

Foreign Currency (Gain) Loss

Foreign currency (gain) loss for the three months ended September 30, 2019 and 2018 totaled $(3.2) million and $(0.9) million, respectively. Foreign currency (gain) loss increased $2.3 million or 262.1% due to the net impact of the re-measurement of Ranpak’s Euro-denominated term facility and its Euro-denominated intercompany note to a Dutch subsidiary in the Predecessor

                        37

Periods. Pro forma foreign currency gain was $(3.2) million in the three months ended September 30, 2019 compared to $(0.9) million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma foreign currency (gain) loss increased to 4.6% in the three months ended September 30, 2019 from 1.4% in the three months ended September 30, 2018 on a constant currency basis.

Income Tax Provision/(Benefit)

Income tax provision/(benefit) for the three months ended September 30, 2019 and 2018 totaled $(3.7) million, or an effective tax rate of 71.1%, and $(5.5) million, or an effective tax rate of 107.3%, respectively, a decrease of $1.8 million or (32.2)%. Pro forma income tax provision/(benefit) was $(3.1) million in the three months ended September 30, 2019 compared to a tax benefit of $(5.5) million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma income tax provision/(benefit) increased to (4.5)% in the three months ended September 30, 2019 from (8.5)% in the three months ended September 30, 2018 on a constant currency basis.

The fluctuation in the effective tax rate between periods was primarily attributable to a jurisdictional mix of income. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the United States, and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Net (Loss) Income

Net (loss) income for the three months ended September 30, 2019 and 2018 totaled $(1.6) million and $0.3 million, respectively, a decrease of $(1.9) million or (683.7)%. Pro forma net income was $0.8 million in the three months ended September 30, 2019 compared to net income of $0.3 million for the three month period ended September 30, 2018 on a constant currency basis. The change was due to the reasons discussed above.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

EBITDA for the three months ended September 30, 2019 and 2018 totaled $19.6 million and $18.8 million, respectively, an increase of $0.8 million or 4.4%. Adjusting for transaction costs associated with the Ranpak Business Combination, constant currency and other one-time costs, Adjusted EBITDA for the pro forma three months ended September 30, 2019 and 2018 totaled $22.0 million and $20.6 million, respectively, an increase of $1.4 million, or 6.9%.

                        38

Comparison of Successor Period (June 3, 2019 to September 30, 2019), 2019 1H Predecessor Period (January 1, 2019 to June 2, 2019), Nine months ended September 30, 2018 and Pro Forma Nine months ended September 30, 2019

	Successor					Predecessor										Pro Forma
	June 3, through September 30,					January 1, through June 2,					Nine Months Ended September 30,					Nine Months Ended September 30,					Change to September 30,
	2019 ($)			% Net sales		2019 ($)			% Net sales		2018 ($)			% Net sales		2019 ($)			% Net sales		2018 ($)			%
Net sales	85.4					106.4					191.9					196.9					5.0			2.6
Cost of sales	52.6			57.3		61.2			57.5		109.7			57.1		112.0			56.9		2.3			2.1
Gross Profit	32.8			42.7		45.2			42.5		82.2			42.8		84.9			43.1		2.7			3.3
Selling, general and administrative	22.5			25.6		23.8			22.4		37.8			19.7		43.1			21.9		5.3			13.9
Transaction costs	0.3			—		7.4			7.0		1.2			0.6		—			—		(1.2		)	(99.0	)
Depreciation and amortization	13.3			14.9		17.7			16.7		32.3			16.8		30.8			15.7		(1.5		)	(4.7	)
Other operating expense, net	0.8			0.7		2.2			2.0		2.7			1.4		3.3			1.7		0.6			23.7
Income from operations	(4.1		)	1.5		(5.9		)	(5.6	)	8.2			4.3		7.7			3.9		(0.5		)	(5.6	)
Interest expense	17.5			13.8		20.2			19.0		22.9			11.9		26.1			13.2		3.2			13.9
Foreign currency (gain) loss	(4.1		)	(4.7	)	(2.2		)	(2.0	)	(4.2		)	(2.2	)	(6.3		)	(3.2	)	(2.1		)	49.6
Loss before income taxes	(17.5		)	(7.6	)	(23.9		)	(22.5	)	(10.5		)	(5.5	)	(12.1		)	(6.2	)	(1.6		)	14.9
Income tax benefit	(5.5		)	(5.4	)	(4.9		)	(4.6	)	(5.9		)	(3.1	)	(4.2		)	(2.1	)	1.7			(28.8	)
Net loss	$	(12.0	)	(2.3	)	$	(19.0	)	(17.9	)	$	(4.6	)	(2.4	)	$	(8.0	)	(4.0	)	$	(3.3	)	70.6
Non-GAAP:
EBITDA	20.1					22.9					60.6					60.5					(0.1		)	(0.2	)
Adjusted EBITDA											59.8					58.3					(1.5		)	(2.6	)

                        39

Net sales

The following table and the discussion that follows compares Ranpak’s net sales by geographic region and by product line for the nine months ended September 30, 2019 and 2018:

	Successor		Predecessor				Pro Forma
	June 3, through September 30,		January 1, through June 2,		Nine Months Ended September 30,		Nine Months Ended September 30,		Change to September 30,
	2019 ($)	% Net sales	2019 ($)	% Net sales	2018 ($)	% Net sales	2019 ($)	% Net sales	2018 ($)		%
North America	42.2	49.4	50.1	47.1	94.6	49.3	92.7	47.1	(1.9	)	(2.0	)
Europe/Asia	43.2	50.6	56.3	52.9	97.3	50.7	104.2	52.9	6.9		7.1
Total	85.4	100.0	106.4	100.0	191.9	100.0	196.9	100.0	5.0		2.6
Cushioning machines	36.6	42.9	46.4	43.6	81.0	42.2	84.3	42.8	3.3		4.1
Void-Fill machines	35.8	41.9	42.7	40.1	83.1	43.3	79.2	40.2	(3.9	)	(4.7	)
Wrapping machines	7.8	9.1	8.8	8.3	12.3	6.4	16.7	8.5	4.4		35.8
Other	5.2	6.1	8.5	8.0	15.5	8.1	16.7	8.5	1.2		7.7
Total	85.4	100.0	106.4	100.0	191.9	100.0	196.9	100.0	5.0		2.6

Net sales totaled $85.4 million for the Successor Period, $106.4 million in the 2019 1H Predecessor Period, and $191.9 million in the nine month period ended September 30, 2018. Net sales for the combined nine month period totaled $191.8, a decrease of $(0.1) million or 0.0% from $191.9 million for the nine month period ended September 30, 2018. The decrease in our combined net sales was a result of a $2.7 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems, as well as a decrease in void-fill net sales, partially offset by cushioning, wrapping and automation net sales. The decrease in our combined net sales was a result of a decrease in the volume of Ranpak’s paper consumable products of approximately 0.2 pp and a 0.6 pp decrease in sales of automated box sizing equipment offset by an increase in the price of Ranpak's paper consumable products which contributed a 5.3 increase in sales. The decrease in Ranpak’s combined net sales reflected a decrease in void-fill volume of $(3.9) million, or (4.7)%, to $79.2 million from $83.1 million partially offset by growth in wrapping, which increased by $4.4 million, or 35.8%, to $16.7 million from $12.3 million, cushioning, which increased by $3.3 million, or 4.1%, to $84.3 million from $81.0 million and other which increased $1.2 million, or 7.7% to $16.7 million from $15.5 million in each case for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Other net sales includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field. Pro forma net sales were $196.9 million in the nine months ended September 30, 2019, an $8.6 million, or 4.6% increase from $188.3 million in the nine month period ended September 30, 2018 on a constant currency basis.

Net sales in North America were $42.2 million in the Successor Period, $50.1 million in the 2019 1H Predecessor Period and $94.6 million in the nine month period ended September 30, 2018. Net sales in North America were $92.3 million for the combined nine month period ended September 30, 2019, a decrease of $(2.3) million or (2.4)% from $94.6 million for the nine month period ended September 30, 2018. Pro forma net sales in North America were $92.7 million in the nine months ended September 30, 2019, a decrease of $(1.9) million, or (2.0)%, from $94.6 million for the nine month period ended September 30, 2018. The decrease was attributable to a decline in void-fill volumes, partially offset by an increase in wrapping and cushioning volumes and overall price increases.

Net sales in Europe/Asia were $43.2 million in the Successor Period, $56.3 million in the 2019 1H Predecessor Period and $97.3 million in the nine month period ended September 30, 2018. Net sales in Europe/Asia were $99.5 million for the combined nine month period ended September 30, 2019, an increase of $2.2 million or 2.2% from $97.3 million for the nine month period ended September 30, 2018. Pro forma net sales in Europe/Asia were $104.2 million in the nine months ended

                        40

September 30, 2019, an increase of $10.5 million, or 11.2%, from $93.7 million for the nine month period ended September 30, 2018 after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods, driven primarily by an increase in automation, cushioning and wrapping volumes.

Cost of Sales

Cost of sales was $52.6 million in the Successor Period, $61.2 million in the 2019 1H Predecessor Period and $109.7 million in the nine months ended September 30, 2018. Cost of sales for the combined nine month period ended September 30, 2019 was $113.8 million, an increase of $4.1 million or 3.7% from $109.7 million, on a constant currency basis, for the nine month period ended September 30, 2018 due to a fair value purchase accounting adjustment of $3.2 million related to a step-up in inventory costs and increases in the cost of paper, offset by decreases in volume. Pro forma cost of sales increased by $4.4 million, or 4.1%, to $112.0 million in the nine months ended September 30, 2019 from $107.7 million for the nine month period ended September 30, 2018 on a constant currency basis, primarily due to increases in paper prices discussed above. As a result, pro forma net sales minus cost of sales as a percentage of net sales increased by 0.3 pp to 43.1% in the nine months ended September 30, 2019 from 42.8% for the nine month period ended September 30, 2018 on a constant currency basis.

Selling, General and Administrative Expenses (SG&A)

SG&A expenses were $22.5 million in the Successor Period, $23.8 million in the 2019 1H Predecessor Period and $37.8 million in the nine months ended September 30, 2018. SG&A expenses for the combined nine months ended September 30, 2019 were $46.3 million, an increase of $8.5 million or 22.4% from $37.8 million for the nine month period ended September 30, 2018 due to the write-off of certain insurance policies related to the Predecessor, increased support of growth initiatives, non-cash equity compensation costs and costs associated with being a public company. Pro forma SG&A expenses increased by $6.1 million, or 16.4%, to $43.1 million in the nine months ended September 30, 2019 from $37.0 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma SG&A increased to 21.9% in the pro forma nine month period ended September 30, 2019 from 19.6% in the nine month period ended September 30, 2018 on a constant currency basis. The increase is due mainly to increased support of growth initiatives.

Transaction Costs

We incurred transaction costs related to the Ranpak Business Combination of approximately $0.3 million in the Successor Period, $7.4 million in the 2019 1H Predecessor Period and $1.2 million in the nine months ended September 30, 2018. All of these costs are related to the Ranpak Business Combination and we have added them back to EBITDA in arriving at Adjusted EBITDA.

Depreciation and Amortization

Depreciation and amortization expenses were $13.3 million in the Successor Period, $17.7 million in the 2019 1H Predecessor Period and $32.3 million in the nine months ended September 30, 2018. Depreciation and amortization expenses for the combined nine months ended September 30, 2019 were $31.0 million, a decrease of $(1.3) million or (4.0)% from $32.3 million for the nine month period ended September 30, 2018 due to the Ranpak Business Combination fair value adjustments, their related amortizable lives and changes in currency rates. Pro forma depreciation and amortization expenses decreased by $(1.0) million, or (3.2)%, to $30.8 million in the nine months ended September 30, 2019 from $31.8 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma depreciation and amortization decreased to 15.7% in the nine month period ended September 30, 2019 from 16.9% in the nine months ended September 30, 2018 on a constant currency basis.

Other Operating Expense (Income), Net

Other operating expense (income), net, were $0.8 million in the Successor Period, $2.2 million in the 2019 1H Predecessor Period and $2.7 million in the nine months ended September 30, 2018. Other operating expenses (income), net, for the combined nine months ended September 30, 2019 was $3.0 million, an increase of $0.3 million or 14.8% from $2.7 million for the nine month period ended September 30, 2018, mainly reflecting a loss on the sale of equipment in the prior year period offset by an increased research and development expense. Pro forma other operating expense (income), net, increased $3.3 million, or 100.0%, to $3.3 million in the nine months ended September 30, 2019 compared to zero other operating expense (income), net, for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma other operating expenses (income), net, increased to 1.7% on a pro forma basis in the nine months ended September 30, 2019 from 0.0% in the nine months ended September 30, 2018 on a constant currency basis.

                        41

Interest Expense

Interest expense was $17.5 million in the Successor Period, $20.2 million in the 2019 1H Predecessor Period and $22.9 million in the nine months ended September 30, 2018. Interest expense for the combined nine months ended September 30, 2019 was $37.7 million, an increase of $14.8 million or 64.6% from $22.9 million for the nine month period ended September 30, 2018, reflecting the termination of an interest rate hedge in the second half of 2018, increased debt levels the write-off of deferred financing fees related to debt paid off as part of the Ranpak Business Combination and higher interest rates. Pro forma interest expense increased by $3.3 million, or 14.5%, to $26.1 million in the nine months ended September 30, 2019 from $22.8 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma interest expense increased to 13.2% in the nine months ended September 30, 2019 from 12.1% in the nine month period ended September 30, 2018 on a constant currency basis.

Foreign Currency (Gain) Loss

Foreign currency (gain) loss was $(4.1) million in the Successor Period, $(2.2) million in the 2019 1H Predecessor Period and $(4.2) million in the nine months ended September 30, 2018. Foreign currency (gain) loss for the combined nine months ended September 30, 2019 was $(6.3) million, an increase of $2.1 million or 50.0% from $(4.2) million for the nine month period ended September 30, 2018, reflecting the net impact of the re-measurement of Ranpak’s Euro-denominated term facility and its Euro-denominated intercompany note to a Dutch subsidiary in the Predecessor Periods. Pro forma foreign currency gain was $(6.3) million in the nine months ended September 30, 2019 compared to a $(4.2) million foreign currency gain for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma foreign currency (gain) loss increased to 3.2% in the nine months ended September 30, 2019 from 2.2% in the nine month period ended September 30, 2018 on a constant currency basis.

Income Tax Provision/(Benefit)

Income tax provision/(benefit) was $(5.5) million in the Successor Period or an effective tax rate of 31.6%, $(4.9) million in the 2019 1H Predecessor Period or 20.6% and $(5.9) million or 56.7% in the nine months ended September 30, 2018. Income tax provision/(benefit) for the combined nine months ended September 30, 2019 was $(10.4) million, an increase of $(4.5) million or 76.0% from $(5.9) million for the nine month period ended September 30, 2018. Pro forma income tax benefit was $(4.2) million or an effective tax rate of 34.4% in the nine months ended September 30, 2019 compared to a tax benefit of $(5.9) million or an effective tax rate of 73.4% for the nine month period ended September 30, 2018 on a constant currency basis.

The fluctuation in the effective tax rate between periods was primarily attributable to a jurisdictional mix of income. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the United States and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Net (Loss) Income

Net (loss) income was $(12.0) million in the Successor Period, $(19.0) million in the 2019 1H Predecessor Period and $(4.6) million in the nine months ended September 30, 2018. Net (loss) income for the combined nine months ended September 30, 2019 was $(31.0) million, a increase in loss of $(26.4) million or 573.9% from $(4.6) million for the nine month period ended September 30, 2018. Pro forma net (loss) was $(8.0) million in the nine months ended September 30, 2019 compared to net loss of $(2.1) million for the nine month period ended September 30, 2018 on a constant currency basis. The change was due to the reasons discussed above.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

EBITDA was $20.1 million in the Successor Period, $22.9 million in the 2019 1H Predecessor Period and $60.6 million in the nine month period ended September 30, 2018. EBITDA for the combined nine month period ended September 30, 2019 was $43.0 million, a decrease of $(17.6) million or (29.1)% from $60.6 million for the nine month period ended September 30, 2018. Adjusting for transaction costs associated with the Ranpak Business Combination and other one-time costs, Adjusted EBITDA was $58.3 million for the pro forma nine month period ended September 30, 2019 a decrease of $(1.5) million from $59.8 in nine month period ended September 30, 2018 on a constant currency basis.

Presentation and Reconciliation of US GAAP to Non-GAAP Measures

                        42

We believe that in order to better understand the performance of the Company, providing non-GAAP financial measures to users of our financial information is helpful. Ranpak believes presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively its operating performance and compare the results of its operations from period to period and against its peers without regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. Additionally, as a result of the Ranpak Business Combination, we believe that users of our financial information will find that pro forma disclosure of the most recent three- and six-month periods is useful when comparing those periods between the current and prior fiscal years. The computations of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, measures of financial performance as determined in accordance with GAAP or as indicators of operating performance.

The following tables and related notes reconcile these Non-GAAP measures and the Pro Forma Measures to GAAP information presented in this Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2019 and 2018:

                        43

	Successor							Pro Forma					Predecessor					Pro Forma
	Three Months Ended September 30, 2019			Adj. (8)				Three Months Ended September 30, 2019			% of net sales		Three Months Ended September 30, 2018			% of net sales		Better/(Worse) to Predecessor Three Months Ended September 30, 2018
Net sales	$	69.1		$	1.3		(1)	$	70.4				$	65.1				$	5.3		8.1	%
Cost of sales (COS)	39.6			(0.3		)	(2)	39.3			55.8	%	37.7			58.0	%	1.6			4.1
Gross Profit	29.5			1.6				31.1			44.2		27.4			42.0		3.7			13.6
Selling, general and administrative (SGA)	17.7			(1.9		)	(3)	15.8			22.4		12.6			19.3		3.2			25.5
Transaction costs	—			—			(3)	—			—		1.0			1.6		(1.0		)	(100.0	)
Depreciation and amortization	10.3			0.2			(4)	10.5			14.9		10.7			16.5		(0.2		)	(1.9	)
Other operating expense, net	0.5			0.2				0.7			1.0		1.2			1.9		(0.5		)	(41.9	)
Income (loss) from operations	1.0			3.1				4.1			5.8		1.9			3.0		2.2			116.1
Interest expense	9.5			0.1				9.6			13.7		8.0			12.3		1.6			19.6
Foreign currency (gain) loss	(3.2		)	—				(3.2		)	(4.6	)	(0.9		)	(1.4	)	(2.3		)	261.9
(Loss) Income before income taxes	(5.3		)	3.0				(2.3		)	(3.3	)	(5.2		)	(7.9	)	2.9			(56.8	)
Income tax (benefit) expense	(3.7		)	0.6			(6)	(3.1		)	(4.5	)	(5.5		)	(8.5	)	2.4			(43.1	)
Net (loss) income	$	(1.6	)	$	2.4			0.8			1.2	%	0.3			0.4	%	0.5			196.8
Add(9):
COS Depreciation & amortization								5.1					5.3					(0.2		)	(3.2	)
SG&A Depreciation & amortization								10.5					10.7					(0.2		)	(1.9	)
Interest expense								9.6					8.0					1.6			20.3
Income tax (benefit) expense								(3.1		)			(5.5		)			2.4			(43.1	)
EBITDA								22.9					18.8					4.1			22.0
Adjustment (7)
Unrealized (gain) loss translation								(3.2		)			(0.9		)			(2.3		)	261.9
Constant currency adjustment at 1.15								—					(0.1		)			0.1			(100.0	)
Non-cash impairment losses								0.4					0.6					(0.2		)	(32.7	)
M&A, restructuring and severance								—					2.0					(2.0		)	(100.0	)
PE sponsor costs								—					0.4					(0.4		)	(100.0	)
Restricted stock unit expense								1.6					—					1.6			n/a
Other non-core and non-cash adjustments								0.3					(0.2		)			0.5			(236.4	)
Adjusted EBITDA								$	22.0				$	20.6				$	1.4		6.9	%

                        44

	Successor			Predecessor			Combined							Pro Forma					Predecessor					Pro Forma
	June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Nine Months Ended September 30, 2019			Adj. (8)				Nine Months Ended September 30, 2019			% of net sales		Nine Months Ended September 30, 2018			% of net sales		Better/(Worse) to Predecessor Nine Months Ended September 30, 2018
Net sales	$	85.4		$	106.4		$	191.8		$	5.1		(1)	$	196.9				$	191.9				$	5.0		2.6	%
Cost of sales	52.6			61.2			113.8			(1.8		)	(2)	112.0			56.9	%	109.7			57.1	%	2.3			2.1
Gross Profit	32.8			45.2			78.0			6.9				84.9			43.1		82.2			42.8		2.7			3.2
Selling, general and administrative	22.5			23.8			46.3			(3.2		)	(3)	43.1			21.9		37.8			19.7		5.3			14.1
Transaction costs	0.3			7.4			7.7			(7.7		)	(3)	—			—		1.2			0.6		(1.2		)	(99.0	)
Depreciation and amortization	13.3			17.7			31.0			(0.2		)	(4)	30.8			15.7		32.3			16.8		(1.5		)	(4.7	)
Other operating expense, net	0.8			2.2			3.0			0.3				3.3			1.7		2.7			1.4		0.6			21.8
Income (loss) from operations	(4.1		)	(5.9		)	(10.0		)	17.7				7.7			3.9		8.2			4.3		(0.5		)	(6.2	)
Interest expense	17.5			20.2			37.7			(11.6		)	(5)	26.1			13.2		22.9			11.9		3.2			14.1
Foreign currency (gain) loss	(4.1		)	(2.2		)	(6.3		)	—				(6.3		)	(3.2	)	(4.2		)	(2.2	)	(2.1		)	49.6
Loss before income taxes	(17.5		)	(23.9		)	(41.4		)	29.3				(12.1		)	(6.2	)	(10.5		)	(5.5	)	(1.6		)	14.9
Income tax (benefit) expense	(5.5		)	(4.9		)	(10.4		)	6.2			(6)	(4.2		)	(2.1	)	(5.9		)	(3.1	)	1.7			(28.0	)
Net (loss) income	$	(12.0	)	$	(19.0	)	$	(31.0	)	$	23.1			(8.0		)	(4.0	)%	(4.6		)	(2.4	)%	(3.4		)	73.8
Add(9):
COS Depreciation & amortization														15.8					15.9					(0.1		)	(0.5	)
SG&A Depreciation & amortization														30.8					32.3					(1.5		)	(4.7	)
Interest expense														26.1					22.9					3.2			14.1
Income tax (benefit) expense														(4.2		)			(5.9		)			1.7			(28.0	)
EBITDA														60.5					60.6					(0.1		)	(0.2	)
Adjustment (7)
Unrealized (gain) loss translation														(6.3		)			(4.2		)			(2.1		)	49.6
Constant currency adjustment at 1.15														—					(1.2		)			1.2			(100.0	)
Non-cash impairment losses														1.2					1.4					(0.2		)	(13.6	)
M&A, restructuring and severance														—					2.5					(2.5		)	(100.0	)
PE sponsor costs														0.6					1.3					(0.7		)	(55.4	)
Restricted stock unit expense														1.8					—					1.8			n/a
Other non-core and non-cash adjustments														0.5					(0.6		)			1.1			(178.6	)
Adjusted EBITDA														$	58.3				$	59.8				$	(1.5	)	(2.6	)%

⁽¹⁾ Adjust for fair-value adjustment related to deferred revenue recorded under ASC 805 in the Successor Period

⁽²⁾ Adjust for fair-value adjustment related to inventory step-up recorded under ASC 805 in the Successor Period

⁽³⁾ Adjust effect of acquisition costs recorded in the Successor Periods under ASC 805 ($7.3 million from June 3, 2019 through September 30, 2019 and $7.7 million from January 1, 2019 through September 30, 2019), non-recurring severance costs of $1.0 million and $1.7 million, one-time write-off of insurance costs of $0.0 million and $0.9 million, one-time

                        45

professional fees of $1.0 million and $1.0 million and a constant currency adjustment of $(0.1) million and $(0.4) million in the third quarter and nine month period of 2019, respectively.

⁽⁴⁾ Adjust for incremental depreciation and amortization recorded due to fair-value adjustments under ASC 805 in the Successor Period

⁽⁵⁾ Adjust for effect of the fair value interest rate swap ($5.4million) entered into as part of the Ranpak Business Combination and the write-off of deferred financing fees associated with Predecessor company debt repaid as part of the Ranpak business Combination ($6.3 million) in the nine month period of 2019

⁽⁶⁾Adjust tax provision at 21.0% corporate rate for items adjusted above

⁽⁷⁾Adjustments are related to Predecessor non-recurring costs such as: unrealized non-cash (gains) losses on translation of the Predecessor debt, initiatives related geographic sales expansion, private equity monitoring fees, non-cash (gain) loss on the disposal of machines, acquisition costs, severance and a revenue recognition adjustment related to e3Neo acquisition. Certain costs related to being a public company, such as additional staff, legal and accounting costs that were not included in the Predecessor are also included in Adjusted EBITDA.

⁽⁸⁾ Effect of Euro constant currency adjustment to a rate of $1.00 US Dollar to €1.15 as follows:

(in thousands)	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Net sales	$	1,247.8		$	(280.3	)	$	2,412.8		$	(3,588.7	)
Cost of sales	698.0			(159.5		)	1,378.6			(2,014.9		)
Gross Profit	549.8			(120.8		)	1,034.2			(1,573.8		)
Selling, general and administrative	257.2			(63.1		)	548.6			(828.2		)
Transaction costs	—			—			—			—
Depreciation and amortization	207.0			(37.7		)	307.4			(494.9		)
Other operating expense, net	161.5			(39.8		)	320.9			(495.8		)
Income (loss) from operations	(75.9		)	19.8			(142.7		)	245.1
Interest expense	55.0			(7.4		)	82.1			(96.5		)
Foreign currency (gain) loss	2.0			0.1			3.5			0.1
Loss before income taxes	(132.9		)	27.1			(228.3		)	341.5
Income tax (benefit) expense	(6.4		)	10.1			(34.8		)	93.8
Net (loss) income	$	(126.5	)	$	17.0		$	(193.5	)	$	247.7

⁽⁹⁾ Reconciliations of EBITDA and Adjusted EBITDA for each period presented are to net (loss) income, the nearest GAAP

equivalent, and accordingly include the adjustments shown in the “Adj.” column to net (loss) income of each table.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Ranpak evaluates liquidity in terms of cash flows from operations and other sources and the sufficiency of such cash flows to fund its operating, investing and financing activities.

Management believes that its estimated cash from operations together with borrowing capacity under the revolving portion of the Facilities will provide Ranpak with sufficient resources to cover its current requirements. Ranpak’s main liquidity needs relate to capital expenditures and expenses for the production and maintenance of protective packaging systems placed at end-user facilities, working capital, including the purchase of paper raw materials, and payments of principal and interest on Ranpak’s outstanding debt. Ranpak expects its capital expenditures to increase as it continues to grow its business. Ranpak’s future capital requirements and the adequacy of available funds will depend on many factors, and if Ranpak is unable to obtain needed additional funds, Ranpak will have to reduce its operating costs or incur additional debt, which could impair its growth prospects and/or otherwise negatively impact its business.

Ranpak had $13.6 million in cash and cash equivalents as of September 30, 2019 and $17.5 million as of December 31, 2018. It also had $530.8 million in debt, $5.4 million of which was classified as short-term, as of September 30, 2019, compared to $506.5 million (including $4.4 million in short-term portion of long-term debt) as of December 31, 2018.

                        46

Debt Profile

Ranpak’s previous credit facilities were repaid in connection with the consummation of the Ranpak Business Combination, and were replaced with the following facilities: (1) a $378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”) and a €140.0 million euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”), and (2) a $45.0 million revolving facility (together, the “Facilities”). The material terms of the Facilities are summarized in Note 5 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Cash Flows

The following table sets forth Ranpak’s summary cash flow information for the periods indicated: 

    

	Successor			Predecessor
	June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Nine Months Ended September 30, 2018
(in thousands)
Net cash (used in) provided by operating activities	$	(11.6	)	$	24.5		$	26.9
Net cash used in investing activities	(956.3		)	(10.8		)	(20.9		)
Net cash provided by (used in) financing activities	666.5			(13.3		)	(5.4		)
Effect of exchange rate changes on cash	5.2			(7.7		)	2.0
Net increase (decrease) in cash and cash equivalents	(296.2		)	(7.3		)	2.6
Cash and cash equivalents, beginning of period	309.8			17.5			8.6
Cash and cash equivalents, end of period	$	13.6		$	10.2		$	11.2

Cash Flows Provided by Operating Activities

Net cash (used in) provided by operating activities was $(11.6) million in the Successor Period due to changes in working capital related to the payment of accrued transaction costs, $24.5 million in the 2019 1H Predecessor Period and due to increases in working capital utilization to support sales growth in the current quarter.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $(956.3) million in the Successor Period, due to the acquisition of Rack Holdings in the Ranpak Business Combination and capitalized cost relating to the acquisition of parts and assembly of protective packaging systems placed at end-user facilities. Net cash used in investing activities of $(10.8) million and $(20.9) million in the 2019 1H Predecessor Period and prior year period, respectively, resulted from capitalized cost relating to the acquisition of parts and assembly of protective packaging systems placed at end-user facilities.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities was $666.5 million in the Successor Period and reflects proceeds for the issuance of debt and stock $539.0 million and $302.4 million, respectively, offset by $(12.6) million for deferred financing costs related to the issuance of debt to partially fund the Ranpak Business Combination, $(158.3) million for the redemption of stock, and $(4.0) million for the repayment of promissory note. Net cash used in financing activities of $(13.3) million and $(5.4) million in the 2019 1H Predecessor Period and the nine month period ended September 30, 2018, respectively, was primarily related to the payment of debt.

Contractual Obligations and Other Commitments

Ranpak has leased production facilities in Reno, Nevada, Kansas City, Missouri and Raleigh, North Carolina in the United States and in Nyrany, Czech Republic, as well as several leased sales and administrative offices. The leases for the four leased

                        47

production facilities expire in September 2020, July 2020, December 2019 and April 2026, respectively. Ranpak recognizes rent expense on a straight-line basis over the relevant lease period.

Ranpak has various contractual obligations and commercial commitments that are recorded as liabilities in its audited consolidated financial statements. Other items, such as purchase obligations and other executory contracts, are not recognized as liabilities, but are required to be disclosed. The table below presents Ranpak’s significant enforceable and legally binding obligations and future commitments as of September 30, 2019.

(in thousands)	Total		Less than  1 Year		1 to 3 Years		3 to 5 Years		More than  5 Years
Credit Facilities	$	530.8	$	5.4	$	10.5	$	10.3	$	504.6
Operating Leases	4.8		1.2		2.3		1.3		—
Capital Lease Obligations	0.3		0.2		0.1		—		—
Total	$	535.9	$	6.8	$	12.9	$	11.6	$	504.6

Ranpak does not have any other material contractually binding obligations to make cash payments. While Ranpak enters into agreements, generally annually, to fix the supplier price for the purchase of paper raw materials, none of these agreements provide for minimum purchase volumes.

In addition, as discussed above, in connection with the debt financing, One Madison entered into an interest rate swap contingent on the business combination in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the New Credit Facilities. The interest rate swap became effective upon closing of the Ranpak Business Combination and will mature on the third anniversary of such date. In September 2019, the Company amended the existing interest rate swap contract and entered into a new $50.0 million notional swap with similar terms. See Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

Ranpak did not have any off-balance sheet arrangements as of September 30, 2019.

Critical Accounting Policies

The accounting principles followed by Ranpak and the methods of applying these principles are in accordance with U.S. GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. Ranpak considers the following accounting policies to be critical to understanding its financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on Ranpak’s financial statements. The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain. For information on Ranpak’s significant accounting policies, including the policies discussed below, see Note 2 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Revenue Recognition

Ranpak derives substantially all (over 90% in each period presented) of its net sales through the sale of paper consumables that work exclusively with its protective packaging systems. Ranpak also provides proprietary protective systems to distributors and end users for a user fee, which is charged on a per unit basis. Ranpak retains ownership of such protective packaging systems during the term of the arrangement and generates net sales from arrangements with distributors and end users involving combinations of paper consumable sales and user fees. The deliverables within these arrangements are evaluated at inception to determine whether they represent one or more separate units of accounting (i.e., lease and non-lease components). As the separate recognition of a lease that is embedded in a multiple-element arrangement is required, Ranpak separates the portion of the total payments that are attributable to the embedded lease from the payments that are attributable to the non-lease elements based on relative selling price, determined using vendor specific objective evidence. Net sales are then recognized in accordance with the appropriate revenue recognition guidance applicable to the respective elements.

Recoverability of Intangible Assets with Finite Lives and Other Long-Lived Assets

                        48

Ranpak evaluates intangible assets and other long-lived assets for impairment whenever events or circumstances indicate they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. Ranpak groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group.

Goodwill

Goodwill and other intangible assets are initially recorded at their fair values. Goodwill represents the excess of the purchase price of acquisitions over the fair value of the net assets acquired. Goodwill is not subject to any amortization but is tested for impairment annually as of October 31 and when events or circumstances indicate that the estimated fair value of a reporting unit may no longer exceed its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to the reporting unit.

Ranpak uses the discounted cash flow method of the income approach and market approach to determine the fair value of reporting units and test for impairment as management believes this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. This is consistent with the methodology used to determine the fair value of reporting units in previous years.

Income Taxes

Ranpak follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 2 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

                        49

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Ranpak has in the past and may in the future be exposed to interest rate and certain other market risks in the ordinary course of its business, but to date these risks have mostly been indirect.

Interest Rate Risk

Changes in interest rates affect the amount of interest Ranpak earns on cash, cash equivalents and short-term investments and the interest rates Ranpak pays on borrowings under the floating rate portions of Ranpak’s credit facilities. As of September 30, 2019, Ranpak had term debt in the amount of $530.8 million, $5.4 million of which is short-term, and bore interest at floating base rates, plus a margin based on LIBOR or EURIBOR (in each case subject to a floor of 1.0%). As of September 30, 2019, the applicable LIBOR rate was 2.14% and the applicable EURIBOR rate was negative 0.467%. A 100 basis point increase or decrease in the applicable base interest rates under Ranpak’s credit facilities would have resulted in a $1.3 million increase or decrease in its cash interest expense for the nine months ended September 30, 2019. For additional information on Ranpak’s outstanding debt, see Note 5 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In connection with the debt financing, One Madison entered into an interest rate swap contingent on the business combination in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the New Credit Facilities. On September 25, 2019, the Company amended the existing interest rate swap for the notional amount of $200.0 million to extend its term and concurrently entered into an incremental $50.0 million notional swap with similar terms. As of September 30, 2019, our interest rate swap contracts have a combined notional of $250.0 million and terminate on June 1, 2023, of which all are summarized in the following table:

	Changes in Fair Value				Fair Value as of September 30, 2019
	Classification	Amount			Classification	Amount		Notional Amount
Pay-Fixed, Receive-Variable Interest Rate Swap	Interest Expense	$	(6.4	)	Liability - Current	$	0.4	$	250.0
					Liability - Non-current	6.0

On the pay-fixed, receive-variable interest rate swap, Ranpak's net payment on the swap increases as the LIBOR decreases. For the related hedged variable rate debt, Ranpak's interest payments on the debt decrease as the LIBOR rate decreases. For additional information on Ranpak's hedging, see Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In July 2017, the U.K. Financial Conduct Authority announced its intention to phase out LIBOR rates by the end of 2021. It is not possible to predict the effect of any changes in the methods by which the LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Such developments may cause LIBOR to perform differently than in the past, including sudden or prolonged increases or decreases in LIBOR, or cease to exist, resulting in the application of a successor base rate under the New Credit Facilities, which in turn could have unpredictable effects on Ranpak’s interest payment obligations under the New Credit Facilities.

Foreign Currency Exchange Rate Risk

Ranpak is exposed to foreign currency exchange risk related to its transactions and its subsidiaries’ balances that are denominated in currencies other than the U.S. dollar, Ranpak’s functional currency. See “—Factors Affecting the Comparability of Ranpak’s Results of Operations - Effect of Currency Fluctuations” for more information about Ranpak’s foreign currency exchange rate exposure. Ranpak seeks to naturally hedge its foreign exchange transaction exposure by matching the transaction currencies for its cash inflows and outflows and maintaining access to credit in the principal currencies in which it conducts business. Ranpak does not currently hedge our foreign exchange transaction or translation exposure, but may consider doing so in the future.

For the combined nine month ended period September 30, 2019, net sales denominated in currencies other than U.S. dollars amounted to $99.4 million or 51.9% of Ranpak's net sales for the period. Substantially all of this amount was denominated in

                        50

Euro. A 10% increase or decrease in the value of the Euro to the U.S. dollar would have caused Ranpak’s reported net sales for the combined nine-month period ended year ended September 30, 2019 to increase or decrease by approximately $9.9 million.

Commodity Price Risk

While Ranpak’s business is significantly impacted by price fluctuations related to the purchase, production and sale of paper products, Ranpak is not directly exposed to market price fluctuations in paper purchase or sale prices as it negotiates prices with suppliers on an annual basis and negotiates prices with distributors reflecting competitive market terms. Ranpak’s strategy has generally been to obtain competitive prices for its products and services and allow operating results to reflect market price movements dictated by supply and demand.

                        51

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

As discussed elsewhere in this Quarterly Report on Form 10-Q, the Company completed the Ranpak Business Combination on June 3, 2019 pursuant to which the Company acquired all of the issued and outstanding equity interests of Rack Holdings. Prior to the Ranpak Business Combination, the Company was a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as the Company’s operations prior to the Ranpak Business Combination were insignificant compared to those of the consolidated entity post-Ranpak Business Combination. The design and implementation of internal controls over financial reporting for the Company's post-Ranpak Business Combination has required and will continue to require significant time and resources from management and other personnel. Because of this, the design and ongoing development of the Company’s framework for implementation and evaluation of internal control over financial reporting is in its preliminary stages. As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment on the effectiveness of the Company's disclosure controls and procedures as of September 30, 2019.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting once fully implemented will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

                        52

PART II – OTHER INFORMATION

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.  Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Information about our risk factors is contained in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019. We believe that at September 30, 2019, there are no material changes in our risk factors from those disclosed in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities in the period covered by this Quarterly Report on Form 10-Q.

On March 27, 2019, the Board of Directors of the Company approved a warrant repurchase program, authorizing the Company to repurchase the Company’s outstanding public warrants to purchase shares of the Company’s Class A common stock for an aggregate expenditure of up to $10.0 million. The repurchases may be made from time to time in the open market, through block trades or in privately negotiated transactions. There were no warrant repurchases in the period covered by this Quarterly Report on Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

                        53

Exhibit No.	Description
2.1	Amendment No. 2 to Stock Purchase Agreement, dated May 14, 2019, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019)
3.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
10.1	First Lien Credit Agreement, dated June 3, 2019 among Ranger Packaging LLC, Ranpak B.V., Ranger Pledgor LLC and Goldman Sachs Lending Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.2	Form of One Madison Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 29, 2019).
10.3	Second Amendment, dated May 13, 2019 to the Securities Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019).
10.4	Anchor Earnout Agreement, dated May 13, 2019, between One Madison Corporation and JS Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019).
10.5	Consent of Holders of Class B Shares, dated May 13, 2019, among certain holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019).
10.6	Offer Letter, dated April 7, 2019 between Ranpak Corp. and Trent Meyerhoefer (incorporated by reference to Exhibit 10.1to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on April 15, 2019).
10.7	Severance and Non-Competition Agreement, dated April 7, 2019 between Ranpak Corp. and Trent M. Meyerhoefer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on April 15, 2019).
10.8	Letter Agreement, dated April 7, 2019 between One Madison Corporation and Trent Meyerhoefer (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on April 15, 2019).
10.9	Offer Letter Agreement, dated June 3, 2019 between Ranpak Holdings Corp. and Michael A. Jones (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.10	Offer Letter Agreement, dated June 3, 2019 between Ranpak Holdings Corp. and Omar M. Asali (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.11	Form of 2019 Omnibus Incentive Plan Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.12	Form of 2019 Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.13	Performance Restricted Stock Unit Award Agreement, dated June 3, 2019 between Ranpak Holdings Corp. and Trent Meyerhoefer - Vesting of PRSUS (incorporated by reference to the Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).
10.14	Restricted Stock Unit Award Agreement, dated June 3, 2019 between Ranpak Holdings Corp. and Trent Meyerhoefer - Vesting of RSUS (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019).

                        54

10.15	Separation Agreement, dated August 9, 2019 by and between the Company and J. Mark Borseth (incorporated by reference to Exhibit 10.1 to the Company’s current Report on Form 8-K (File. No. 001-38348), filed with the SEC on August 13, 2019).
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer of the Company pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certificate of the Chief Financial Officer of the Company pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

                        55

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 thereunto duly authorized.

Date November 7, 2019

RANPAK HOLDINGS CORP.
By:	/s/ Trent M. Meyerhoefer
	Name:  Trent M. Meyerhoefer
	Title:    SVP and Chief Financial Officer

                        56

EX-31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Omar Asali, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ranpak Holdings Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2019

/s/ OMAR ASALI

Omar Asali

Chairman and Chief Executive Officer
(Principal Executive Officer)

EX-31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Trent M. Meyerhoefer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ranpak Holdings Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2019

/s/ TRENT M. MEYERHOEFER

Trent M. Meyerhoefer

Chief Financial Officer
(Principal Financial Officer)

EX-32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ranpak Holdings Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Omar Asali, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ OMAR ASALLI

Omar Asali

Chairman and Chief Executive Officer

(Principal Executive Officer)

November 7, 2019

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ranpak Holdings Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trent M. Meyerhoefer, as Chief Finance Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TRENT M. MEYERHOEFER

Trent M. Meyerhoefer

Chief Financial Officer

(Principal Financial Officer)

November 7, 2019

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Long-Term Debt - Narrative (Details) € in Millions			4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 25, 2019 USD ($) interest_rate_swap	Jun. 03, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 02, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 EUR (€)	Jun. 03, 2019 EUR (€)	Jan. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Long-term debt			$ 530,800,000		$ 530,800,000					$ 506,500,000
Number of interest rate swaps entered into | interest_rate_swap	2
Repayments of long-term debt			0	$ 13,300,000		$ 5,400,000
Write off of debt issuance cost		$ 6,300,000
First Lien Term Facility
Debt Instrument [Line Items]
Debt instrument, term (years)		7 years
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, additional borrowing capacity			95,000,000.0		$ 95,000,000.0
Percentage of consolidated EBIDTA					100.00%
Standby Letters of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			5,000,000		$ 5,000,000
Dollar Denominated Line of Credit | First Lien Term Facility
Debt Instrument [Line Items]
Long-term debt		$ 378,200,000
Euro Denominated Line of Credit | First Lien Term Facility
Debt Instrument [Line Items]
Long-term debt		152,600,000					€ 140.0	€ 140.0
Line of Credit | First Lien Credit Agreement
Debt Instrument [Line Items]
Debt instrument, covenant, leverage ratio, minimum					5.00
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt			0		$ 0
Line of credit facility, maximum borrowing capacity		$ 45,000,000.0
Debt instrument, term (years)		5 years
Long-term line of credit			0		$ 0
Line of Credit | Eurodollar Applicable Margin Rate | First Lien Credit Agreement
Debt Instrument [Line Items]
Basis spread on variable rate (percentage)					4.00%
Line of Credit | Adjusted Base Rate | First Lien Credit Agreement
Debt Instrument [Line Items]
Basis spread on variable rate (percentage)					3.00%
Rack Holdings Inc.
Debt Instrument [Line Items]
Repayments of long-term debt		$ 495,000,000.0
Interest Rate Swap
Debt Instrument [Line Items]
Derivative, notional amount	$ 50,000,000.0		250,000,000.0		$ 250,000,000.0				$ 200,000,000.0
Derivative, fixed interest rate	2.3109%								2.5634%
Derivative liability		$ 4,700,000	$ 6,400,000		$ 6,400,000

XML

Income Taxes - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2019	Jun. 03, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Deferred income taxes	$ 110.9	$ 50.8	$ 69.8

XML

Related Party - Schedule of Monitoring Fee and Reimbursement Expenses (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Related Party Transactions [Abstract]
Monitoring fee	$ 0.0	$ 0.4	$ 0.0	$ 0.6	$ 0.8

XML

Stock-Based Compensation - Performance-Based Restricted Stock Unit and Director Stock Unit Activity (Details)	4 Months Ended
	Sep. 30, 2019 $ / shares shares
Performance Based Restricted Stock Units
Shares
Restricted at June 3, 2019 (shares) | shares	0
Granted (shares) | shares	562,948
Forfeited (shares) | shares	(30,706)
Outstanding at Sept, 2019 (shares) | shares	532,242
Weighted Average Grant Date Fair Value
Restricted at June 3, 2019 (usd per share) | $ / shares	$ 0
Granted (usd per share) | $ / shares	9.77
Forfeited (usd per share) | $ / shares	9.77
Outstanding at Sept, 2019 (usd per share) | $ / shares	$ 9.77
Director Stock Units
Shares
Restricted at June 3, 2019 (shares) | shares	0
Granted (shares) | shares	3,720
Vested (shares) | shares	(3,720)
Outstanding at Sept, 2019 (shares) | shares	0
Weighted Average Grant Date Fair Value
Restricted at June 3, 2019 (usd per share) | $ / shares	$ 0
Granted (usd per share) | $ / shares	5.04
Vested (usd per share) | $ / shares	5.04
Outstanding at Sept, 2019 (usd per share) | $ / shares	$ 0

XML

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate

This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. The Company’s effective tax rate was as following:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Effective tax rate	69.8%	31.4%	20.5%	105.8%	56.2%

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Predecessor and Successor Reporting

Predecessor and Successor Reporting—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, pursuant to the Stock Purchase Agreement, and now owns 100% of Rack Holdings Inc. and its wholly owned subsidiaries. The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) as One Madison was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (See Note 4).

The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Period are presented on a different basis of accounting and are, therefore, not comparable.

Principles of Consolidation

Principles of Consolidation—The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.

Derivative Financial Instruments

Derivative Financial Instruments—The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.

We use interest rate swap contracts to manage interest rate exposures. Derivatives are recorded in the consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The changes in the fair values of derivatives not designated as hedges are recognized directly in earnings, as a component of interest expense. Prior to September 25, 2019, the Company did not apply hedge accounting to its outstanding interest rate swap, and changes in fair value were recorded directly to interest expense.

New Accounting Standards Issued and Not Yet Adopted

New Accounting Standards Issued and Not Yet Adopted—In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All the related ASUs are effective for the Company’s annual reporting period beginning January 1, 2019, and interim reporting periods within annual reporting periods beginning on January 1, 2020. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements, and possibly require changes to the Company’s software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements.

The standards permit the use of either the retrospective or cumulative effect transition method. The Company will adopt the modified retrospective method where it will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings while prior period amounts will not be adjusted and will continue to be reported in accordance with the Company’s legacy accounting under ASC 605. The Company has assigned both internal and external consulting resources to assist in its evaluation and is finalizing its evaluation of the impact of the standard. As part of its ongoing evaluation, the Company is assessing the impact of the Company's accounting for arrangements that include variable consideration (i.e. discounts, credits, and milestone payments) and multiple performance obligations. Currently, the Company's revenue is generated from arrangements with distributors and end users involving combinations of product and user fees that are evaluated under ASC 605-25 and ASC 840. The majority of the Company’s revenues is derived from the sale of its primary product, paper consumables. The Company currently allocates revenue between the lease and non-lease component of its arrangements which is consistent with the requirements under ASC 606. As such, the Company does not anticipate any material impact from the allocation of transaction price among the lease and non-lease components.

Within its arrangements, the Company has variable consideration including but not limited to discounts and credits.  Impacts associated with variable consideration under its arrangements such as discounts and credits are not material as the Company is currently accounting for this consideration consistent with the new standard. The Company preliminarily reviewed its sales commission policies to determine impact under ASC 606 and does not anticipate a material impact to its financial statements as the commissions currently being paid are immaterial to the Company’s financial statements. In addition, the Company expects that the changes in accounting for contingent milestone payments will have an effect on the future accounting treatment for the arrangements under the End of Line Automation Neopack Solutions S.A.S dba e3Neo (“e3Neo”) product line. The previous accounting guidance contained specific guidance related to the accounting for milestone payments including, if certain criteria were met, the ability to recognize all consideration related to the milestone once that milestone was achieved. The revenue ASUs do not contain guidance specific to milestone payments, thereby requiring potential milestone payments to be considered in accordance with the overall revenue recognition model. As a result, revenue from contingent milestone payments may be recognized earlier under the revenue ASUs than under the existing guidance, based on an assessment of the probability of achievement of the milestones and the likelihood of a significant reversal of such revenue at each reporting date. Revenue from the end of line automation (e3Neo) product line was less than 5% of total revenues in 2018 so the Company does not expect a material impact from any change in accounting for this product line. The Company is also evaluating any changes in balance sheet classification under ASC 606 and has not currently identified any changes. While the Company continues to assess the potential impacts of the new standard, including the areas described above, it cannot reasonably estimate the impact of the new standard on its consolidated financial statements and related notes.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020 with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-02 for private companies until fiscal years beginning after December 15, 2020. The Company is assessing the potential impact of the new standard on the consolidated financial statements and the change in adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in ASC Topic 820, Fair Value Measurement. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is assessing the potential impact of the new standard on the consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Derivatives and Hedging, (Topic 815) and Financial Instruments, (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13. On October 16, 2019, the FASB delayed the implementation of ASU 2016-13 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-13. The amendments address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after December 15, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 20, 2020, with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-01 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-01 as well as the impact adopting ASU 2019-04 will have on the Company's condensed consolidated financial statements.

XML

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesProfit Interests—Certain members of the Company’s management team were granted profit interests in the Seller, Rack Holdings' former parent company, that allow for them to share in the eventual profits at a future date after giving preference to preferred and common shareholders upon a liquidity event. The return on such profit interests is dependent upon the achievement of predefined internal rate of return targets, and is also subject to time vesting based on years of service. As of September 30, 2019, certain members of the Company's management team were paid approximately $2.8 million related to the profit interests agreement and the Company has determined recording these payments in neither the Successor Period nor Predecessor Period is appropriate. This conclusion is based on these expenses being related the Ranpak Business Combination which is a change-in-control event.

XML

Supplemental Balance Sheet Data

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Balance Sheet Data

Supplemental Balance Sheet Data

Accounts Receivable—The allowance for doubtful accounts was as follows:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Allowance for doubtful accounts	$	(0.2	)	$	(0.2	)

Inventories—The components of inventories were as follows at:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Inventories
Raw materials	$	7.9		$	4.1
Finished goods	5.0			8.0
Total inventories	12.9			12.1
Less reserve for obsolescence	(0.4		)	(0.3		)
Total inventories, net	$	12.5		$	11.8

Property, Plant and Equipment—Depreciation expense is recorded in cost of sales and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Depreciation expense included in cost of sales	$	5.1	$	6.9	$	8.9	$	5.3	$	15.9
Depreciation expense included in depreciation and amortization expense	0.4		0.5		0.7		0.4		1.0
Total depreciation expense	$	5.5	$	7.4	$	9.6	$	5.7	$	16.9

XML

Stock-Based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company expenses the fair value of grants of various stock-based compensation programs over the vesting period of the awards. Awards granted are recognized as compensation expense based on the grant date fair value, estimated in accordance with FASB Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. The grant date fair value is the closing price of the Company's stock on the grant date. Failure to satisfy the threshold service or performance conditions will result in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions will result in a reversal of previously recognized share-based compensation expense so long as the awards are probable of vesting.

The table below summarizes certain data for the Company’s stock-based compensation plans:

	June 3, 2019 through September 30, 2019
Compensation expense for all stock based compensation plans	$	1.8
Tax (expense) benefits for stock-based compensation	0.4
Fair value of vested awards	$	2.2

The Company’s shareholders approved the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Plan”) at its Annual Meeting of Shareholders on February 20, 2019. The purpose of the 2019 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. The 2019 Plan is an omnibus plan that may provide these incentives through grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company.

As of September 30, 2019, a maximum of 4,118,055 shares may be issued under the 2019 Plan. As of September 30, 2019, 955,196 equity awards have been granted, (39,410) equity awards have been canceled, and zero equity awards vested under the 2019 Plan, leaving 3,202,269 shares available for future awards under the 2019 Plan. Shares issued are new shares which have been authorized and designated for award under the 2019 Plan.

Restricted Stock Units—Restricted stock units represent a right to receive one share of the Company’s common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Certain restricted stock units vest ratably over a three or two-year period while others vest over a one-year period. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis.

Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	388,527		9.66
Vested	—		—
Forfeited	(8,704	)	9.77
Outstanding at September 30, 2019	379,823		$	9.66

As of September 30, 2019, there was $2.4 million of remaining unamortized deferred compensation associated with these restricted stock units that will be expensed over the remaining service period through June 3, 2021. Expense recognized due to the vesting of these awards was $0.9 million from June 3, 2019 through September 30, 2019.

Performance-Based Restricted Stock Units—Performance-based restricted stock units may vest at the end of a 2.5-year performance period but the level of the awards to be earned at the end of the performance period is contingent upon attainment of specific business performance goals during an initial one-year performance period. If certain minimum performance levels are not attained, no awards will become vested. The awards are variable in that compensation could range from zero to 150% of the 2019 Plan's target contingent on the performance level attained. The fair value of performance-based restricted stock units is determined on the grant date. Compensation cost for these awards is recognized based on the probability of achievement of the performance-based conditions. The table below includes the maximum number of restricted stock units that may be earned under the 2019 Plan.

Performance-Based Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	562,948		9.77
Forfeited	(30,706	)	9.77
Outstanding at September 30, 2019	532,242		$	9.77

As of September 30, 2019, there was $4.7 million of remaining unamortized deferred compensation associated with these performance-based restricted stock units that may be expensed over the remaining service period through January 1, 2022. Expense recognized due to the vesting of these awards was $0.9 million for the period ended on September 30, 2019.

Director Stock Units—Members of the Company's Board of Directors may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears, vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. The table below includes the number of shares granted and vested for Directors electing to receive retainer payments in shares for the periods below.

Director Stock Units	Shares	Weighted Average Grant Date Fair Value
Balance at June 3, 2019	—	$	—
Granted	3,720	5.04
Vested	(3,720)	5.04
Balance at September 30, 2019	—	$	—

XML

Segment and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

The following table presents a summary of total net sales from external customers and long-lived assets by geographic location:

Successor
As of September 30, 2019 and for the three months ended September 30, 2019	United States		Netherlands		Total
Net revenues	$	32.9	$	36.2	$	69.1
Long-lived assets	$	63.1	$	58.1	$	121.2
For the period from June 3, 2019 through September 30, 2019
Net revenues	$	42.2	$	43.2	$	85.4

Predecessor
For the period from January 1, 2019 through June 2, 2019	United States		Netherlands		Total
Net revenues	$	50.1	$	56.3	$	106.4
As of September 30, 2018 and for the three months ended September 30, 2018
Net revenues	$	32.5	$	32.6	$	65.1
Long-lived assets	$	35.8	$	39.6	$	75.4
For the nine month ended September 30, 2018
Net revenues	$	94.6	$	97.3	$	191.9
As of December 31, 2018 and for the year ended December 31, 2019
Net revenues	$	131.4	$	136.5	$	267.9
Long-lived assets	$	34.0	$	39.0	$	73.0

XML

Supplemental Balance Sheet Data - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 5.5	$ 5.7	$ 7.4	$ 9.6	$ 16.9
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation expense	5.1	5.3	6.9	8.9	15.9
Depreciation and amortization expense
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.4	$ 0.4	$ 0.5	$ 0.7	$ 1.0

XML

Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Millions	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Ordinary Class A Common Stock	Ordinary Class B Common Stock	Common Class A	Common Class A Common Stock	Common Class C	Common Class C Common Stock	Shares subject to a $15.00 earn-out	Shares subject to a $15.00 earn-out Additional Paid-In Capital	Shares subject to a $15.00 earn-out Common Class A	Shares subject to a $15.00 earn-out Common Class A Common Stock	Shares subject to a $15.00 earn-out Common Class C	Shares subject to a $12.50 earn-out	Shares subject to a $12.50 earn-out Additional Paid-In Capital	Shares subject to a $12.50 earn-out Common Class A	Shares subject to a $12.50 earn-out Common Class A Common Stock	Shares subject to a $12.50 earn-out Common Class C	Shares subject to a $12.50 earn-out Common Class C Common Stock	Shares subject to a $12.25 earn-out	Shares subject to a $12.25 earn-out Additional Paid-In Capital	Shares subject to a $12.25 earn-out Common Class A	Shares subject to a $12.25 earn-out Common Class A Common Stock	Shares subject to a $12.25 earn-out Common Class C
Beginning Balance (shares) at Dec. 31, 2017		995
Beginning Balance at Dec. 31, 2017	$ 212.3	$ 0.0	$ 291.4	$ (61.3)	$ (1.5)	$ (16.3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation	4.5					4.5
Net loss	(6.8)			(6.8)
Ending Balance (shares) at Mar. 31, 2018		995
Ending Balance at Mar. 31, 2018	210.0	$ 0.0	291.4	(68.1)	(1.5)	(11.8)
Beginning Balance (shares) at Dec. 31, 2017		995
Beginning Balance at Dec. 31, 2017	212.3	$ 0.0	291.4	(61.3)	(1.5)	(16.3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4.6)
Ending Balance (shares) at Sep. 30, 2018		995
Ending Balance at Sep. 30, 2018	202.3	$ 0.0	291.4	(65.9)	(1.5)	(21.7)
Beginning Balance (shares) at Mar. 31, 2018		995
Beginning Balance at Mar. 31, 2018	210.0	$ 0.0	291.4	(68.1)	(1.5)	(11.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation	(8.8)					(8.8)
Net loss	1.9
Ending Balance (shares) at Jun. 30, 2018		995
Ending Balance at Jun. 30, 2018	203.1	$ 0.0	291.4	(66.2)	(1.5)	(20.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation	(1.1)					(1.1)
Net loss	0.3
Ending Balance (shares) at Sep. 30, 2018		995
Ending Balance at Sep. 30, 2018	$ 202.3	$ 0.0	291.4	(65.9)	(1.5)	(21.7)
Beginning Balance (shares) at Dec. 31, 2018	995	995											0					0						0
Beginning Balance at Dec. 31, 2018	$ 196.4	$ 0.0	291.4	(69.9)	(1.5)	(23.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation	(3.4)					(3.4)
Net loss	(3.2)			(3.2)
Ending Balance (shares) at Mar. 31, 2019		995
Ending Balance at Mar. 31, 2019	$ 189.8	$ 0.0	291.4	(73.1)	(1.5)	(27.0)
Beginning Balance (shares) at Dec. 31, 2018	995	995											0					0						0
Beginning Balance at Dec. 31, 2018	$ 196.4	$ 0.0	291.4	(69.9)	(1.5)	(23.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(19.0)
Ending Balance (shares) at Jun. 02, 2019		0
Ending Balance at Jun. 02, 2019	0.0	$ 0.0	0.0	0.0	0.0	0.0
Beginning Balance (shares) at Mar. 31, 2019		995
Beginning Balance at Mar. 31, 2019	189.8	$ 0.0	291.4	(73.1)	(1.5)	(27.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation	74.1					74.1
Net loss	(15.8)
Purchase of Ranpak Corp. (shares)		(995)
Purchase of Ranpak Corp.	(248.1)		(291.4)	88.9	1.5	(47.1)
Ending Balance (shares) at Jun. 02, 2019		0
Ending Balance at Jun. 02, 2019	0.0	$ 0.0	0.0	0.0	$ 0.0	0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (12.0)
Ending Balance (shares) at Sep. 30, 2019	53,872,645						0	0	47,361,352	47,361,352	6,511,293	6,511,293	2,940,336		2,940,336		0	3,750,000		3,018,617		731,383		157,500		157,500		0
Ending Balance at Sep. 30, 2019	$ 399.6		429.8	(23.9)		(6.3)	$ 0.0	$ 0.0		$ 0.0		$ 0.0
Beginning Balance (shares) at Jun. 03, 2019							2,770,967	11,250,000		0		0
Beginning Balance at Jun. 03, 2019	5.0		16.9	(11.9)		0.0	$ 0.0	$ 0.0		$ 0.0		$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forward Purchase Shares (shares)							15,000,000
Forward Purchase Shares	0.0						$ 0.0
Additional Shares Purchased (shares)							16,149,317
Additional Shares Purchased	0.0						$ 0.0
Conversion of Forward Purchase & Additional Shares (shares)							(31,149,317)			25,454,282		5,695,035
Conversion of Forward Purchase & Additional Shares	256.0		256.0				$ 0.0			$ 0.0		$ 0.0
Shares Canceled (shares)								(3,854,664)
Shares Canceled	(31.7)		(31.7)					$ 0.0
Convert Class B (shares)								(7,395,336)		547,500		0
Convert Class B	4.5		4.5					$ 0.0		$ 0.0		$ 0.0
Convert Public Shares (shares)										14,581,346
Convert Public Shares	119.9		119.9							$ 0.0
Convert Private Placement Warrants (shares)										658,051		84,875
Convert Private Placement Warrants	6.1		6.1							$ 0.0		$ 0.0
Shares subject to earnout (shares)																2,940,336					3,018,617		731,383				157,500
Shares subject to earnout													$ 24.2	$ 24.2		$ 0.0		$ 30.8	$ 30.8		$ 0.0		$ 0.0	$ 1.3	$ 1.3		$ 0.0
Public Shares Redeemed (shares)							(2,770,967)
Public Shares Redeemed	0.0						$ 0.0
Issue restricted stock units	0.2		0.2
Foreign currency translation	4.8					4.8
Net loss	$ (10.4)			(10.4)
Ending Balance (shares) at Sep. 30, 2019	53,872,645						0	0	47,361,352	47,361,352	6,511,293	6,511,293	2,940,336		2,940,336		0	3,750,000		3,018,617		731,383		157,500		157,500		0
Ending Balance at Sep. 30, 2019	$ 399.6		429.8	(23.9)		(6.3)	$ 0.0	$ 0.0		$ 0.0		$ 0.0
Beginning Balance (shares) at Jun. 30, 2019							0	0		47,357,632		6,511,293
Beginning Balance at Jun. 30, 2019	410.7		428.2	(22.3)		4.8	$ 0.0	$ 0.0		$ 0.0		$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issue restricted stock units	1.6		1.6
Issue Director Shares (shares)										3,720
Foreign currency translation	(11.1)					(11.1)
Net loss	$ (1.6)			(1.6)
Ending Balance (shares) at Sep. 30, 2019	53,872,645						0	0	47,361,352	47,361,352	6,511,293	6,511,293	2,940,336		2,940,336		0	3,750,000		3,018,617		731,383		157,500		157,500		0
Ending Balance at Sep. 30, 2019	$ 399.6		$ 429.8	$ (23.9)		$ (6.3)	$ 0.0	$ 0.0		$ 0.0		$ 0.0

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 05, 2019
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-38348
Entity Registrant Name	Ranpak Holdings Corp.
Entity Incorporation, State or Country Code	DE
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001712463
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Ordinary Shares, par value $0.0001 per share
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		47,361,352
Common Class C
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		6,511,293
New York Stock Exchange | Class A Ordinary Shares, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	PACK
Security Exchange Name	NYSE
New York Stock Exchange | Warrants, each whole warrant exercisable for one Class A
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A
Trading Symbol	PACKWS
Security Exchange Name	NYSE

XML

Shareholders' Equity - Translation Adjustments (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Equity [Abstract]
Translation adjustment	$ (11.1)	$ (1.1)	$ (6.3)	$ 23.6	$ (5.4)

XML

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements— These unaudited condensed consolidated interim financial statements should be read in conjunction with Ranpak Holdings Corp.'s audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016 and Rack Holdings' audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016, which are included in the Company’s Form 10-K for the year ended December 31, 2018 and the Company’s Registration Statement on Form S-4, as amended (File No. 333-230030), respectively .

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading.

The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of operations for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Predecessor and Successor Reporting—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, pursuant to the Stock Purchase Agreement, and now owns 100% of Rack Holdings Inc. and its wholly owned subsidiaries. The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) as One Madison was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (See Note 4).

The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Period are presented on a different basis of accounting and are, therefore, not comparable.

Principles of Consolidation—The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.

Derivative Financial Instruments—The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.

We use interest rate swap contracts to manage interest rate exposures. Derivatives are recorded in the consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The changes in the fair values of derivatives not designated as hedges are recognized directly in earnings, as a component of interest expense. Prior to September 25, 2019, the Company did not apply hedge accounting to its outstanding interest rate swap, and changes in fair value were recorded directly to interest expense.

Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New Accounting Standards Issued and Not Yet Adopted—In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All the related ASUs are effective for the Company’s annual reporting period beginning January 1, 2019, and interim reporting periods within annual reporting periods beginning on January 1, 2020. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements, and possibly require changes to the Company’s software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements.

The standards permit the use of either the retrospective or cumulative effect transition method. The Company will adopt the modified retrospective method where it will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings while prior period amounts will not be adjusted and will continue to be reported in accordance with the Company’s legacy accounting under ASC 605. The Company has assigned both internal and external consulting resources to assist in its evaluation and is finalizing its evaluation of the impact of the standard. As part of its ongoing evaluation, the Company is assessing the impact of the Company's accounting for arrangements that include variable consideration (i.e. discounts, credits, and milestone payments) and multiple performance obligations. Currently, the Company's revenue is generated from arrangements with distributors and end users involving combinations of product and user fees that are evaluated under ASC 605-25 and ASC 840. The majority of the Company’s revenues is derived from the sale of its primary product, paper consumables. The Company currently allocates revenue between the lease and non-lease component of its arrangements which is consistent with the requirements under ASC 606. As such, the Company does not anticipate any material impact from the allocation of transaction price among the lease and non-lease components.

Within its arrangements, the Company has variable consideration including but not limited to discounts and credits.  Impacts associated with variable consideration under its arrangements such as discounts and credits are not material as the Company is currently accounting for this consideration consistent with the new standard. The Company preliminarily reviewed its sales commission policies to determine impact under ASC 606 and does not anticipate a material impact to its financial statements as the commissions currently being paid are immaterial to the Company’s financial statements. In addition, the Company expects that the changes in accounting for contingent milestone payments will have an effect on the future accounting treatment for the arrangements under the End of Line Automation Neopack Solutions S.A.S dba e3Neo (“e3Neo”) product line. The previous accounting guidance contained specific guidance related to the accounting for milestone payments including, if certain criteria were met, the ability to recognize all consideration related to the milestone once that milestone was achieved. The revenue ASUs do not contain guidance specific to milestone payments, thereby requiring potential milestone payments to be considered in accordance with the overall revenue recognition model. As a result, revenue from contingent milestone payments may be recognized earlier under the revenue ASUs than under the existing guidance, based on an assessment of the probability of achievement of the milestones and the likelihood of a significant reversal of such revenue at each reporting date. Revenue from the end of line automation (e3Neo) product line was less than 5% of total revenues in 2018 so the Company does not expect a material impact from any change in accounting for this product line. The Company is also evaluating any changes in balance sheet classification under ASC 606 and has not currently identified any changes. While the Company continues to assess the potential impacts of the new standard, including the areas described above, it cannot reasonably estimate the impact of the new standard on its consolidated financial statements and related notes.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020 with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-02 for private companies until fiscal years beginning after December 15, 2020. The Company is assessing the potential impact of the new standard on the consolidated financial statements and the change in adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in ASC Topic 820, Fair Value Measurement. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is assessing the potential impact of the new standard on the consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Derivatives and Hedging, (Topic 815) and Financial Instruments, (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13. On October 16, 2019, the FASB delayed the implementation of ASU 2016-13 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-13. The amendments address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after December 15, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 20, 2020, with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-01 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-01 as well as the impact adopting ASU 2019-04 will have on the Company's condensed consolidated financial statements.

XML

Fair Value Measurement - Schedule of Carrying Amounts, Estimated Fair Values and Respective Fair Value Measurements (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and Long-term debt	$ 0.0	$ 0.0
Derivative liability	0.0	0.0
Earn-out contingent liability	0.0	0.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and Long-term debt	530.8	494.9
Derivative liability	6.4	0.0
Earn-out contingent liability	0.0	0.0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and Long-term debt	0.0	0.0
Derivative liability	0.0	0.0
Earn-out contingent liability	2.6	2.6
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and Long-term debt	530.8	494.9
Derivative liability	6.4	0.0
Earn-out contingent liability	2.6	2.6
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and Long-term debt	530.8	494.9
Derivative liability	6.4	0.0
Earn-out contingent liability	$ 2.6	$ 2.6

XML

Earnings/Loss per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings/Loss per Share

Earnings/Loss per share

Basic earnings (loss) per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution, if any, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method or if-converted method. Diluted EPS excludes potential shares of common stock if their effect is anti-dilutive. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.

The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between different classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company applied the two-class method for EPS when computing net income (loss) per Class A and Class C common shares.

The Predecessor had one class of shares outstanding. As of September 30, 2019, the Company has not issued any instruments that were considered to be participating securities. The Successor’s weighted average shares of Class A and Class C common stock have been combined in the denominator of basic and diluted earnings (loss) per share because they have equivalent economic rights. The following tables set forth the computation of the Company's (loss) earnings per share:

	Successor						Predecessor
(Expressed in $000,000's except per share amounts)	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Net income (loss)	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Income allocated to participating preferred shares	—			—			—			—		—
Net income (loss) attributable to common stockholders for basic and diluted EPS
	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Basic weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Denominator adjustments for diluted EPS:
Assumed exercise of warrants	—			—			—			—		—
Assumed vesting of RSUs	—			—			—			—		—
Dilutive weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Earnings (loss) per share attributable to common stockholders:
Basic	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)
Diluted	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Warrants on Common Stock	20,108,744	20,108,744	—	—	—
(Note 10)
Restricted Stock Units
and Performance-based
Restricted Stock Units (Note 11)	951,475	951,475	—	—	—
	21,060,219	21,060,219	—	—	—

XML

Derivatives Instruments

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.

Interest Rate Swap

On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on the third anniversary of the Closing. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements.

On September 25, 2019, the Company began applying hedge accounting to the two new interest rate derivatives. Changes in fair value are recorded to interest expense. The fair value of the hedging instrument is a liability of $6.4 million consisting of a long-term liability of $6.0 million, a short-term liability of $0.4 million as of September 30, 2019 with corresponding charges recorded as a component of interest expense and other comprehensive income, as discussed below. The Company recognized a loss of $(6.4) million in interest expense in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the period of June 3, 2019 through September 30, 2019. No gains or losses were recognized prior to June 3, 2019.

Hedges of Interest Rate Risk

The Company enters into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to portions of our variable rate debt. On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on June 3, 2023. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company received floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty.

Prior to September 25, 2019, the Company did not apply hedge accounting to the interest rate derivative. Changes in fair value were recorded to interest expense. On September 25, 2019, the Company amended the existing interest rate swap for the notional amount of $200.0 million to extend its term and concurrently entered into an incremental $50.0 million notional swap with similar terms. As of September 30, 2019, our interest rate swap contracts have a combined notional of $250.0 million and terminate on June 1, 2023. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. Beginning in September 2019, our interest rate swaps were designated as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net.

During the quarter ended September 30, 2019, unrealized gains of $0.0 million were recorded to other comprehensive loss, and $0.0 million was reclassified out of accumulated other comprehensive loss to interest expense as no payments were made to the swap counterparty. No amounts related to cash flow hedges were recognized in other comprehensive loss prior to September 2019, as the Company had not previously designated its inters rate swaps as hedges. As of September 30, 2019, the Company does not anticipate having to reclassify any of the net hedging losses from accumulated other comprehensive loss into earnings during the next 12 months to offset the variability of the hedged items during this period.

The following table summarizes the total fair value of derivative assets and liabilities as of September 30, 2019. The Company had no derivative positions as of December 31, 2018:

	Fair Value as of September 30, 2019
	Other Assets		Current Liabilities		Non-current Liabilities
Interest rate swaps not designated as accounting hedge	$	—	$	—	$	—
Interest rate swaps designated as accounting hedge	—		0.4		6.0
Total derivatives	$	—	$	0.4	$	6.0

The following table presents the effect of our derivative financial instruments on our statement of financial performance. The income effects of our derivative activities are reflected in Interest expense. There were no gains or losses recorded prior to June 3, 2019 (the Predecessor Period):

Millions	Three Months Ended September 30, 2019			June 3 to September 30, 2019
Total interest expense presented in the statement of operations	$	9.5		$	17.5
Derivatives designated as hedging instruments:
Cash flow hedges- interest rate swaps	$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate Swap	$	(1.1	)	$	(6.4	)

XML

Acquisition

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisition

Acquisition

Ranpak Business Combination—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings pursuant to the Stock Purchase Agreement for consideration of $799.6 million and €140.0 million ($160.8 million) in cash, (A) $341.5 million and €140.0 million of which was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as contemplated by the Stock Purchase Agreement and (B) the remainder of which was paid to Seller. The purchase price paid at Closing was estimated and subject to customary post-Closing adjustments which included an adjustment of $0.7 million for net working capital and as additional consideration.

The Ranpak Business Combination is accounted for under ASC 805. Pursuant to ASC 805, the Company has been determined to be the accounting acquirer. Refer to Note 2 for more information. Rack Holdings constitutes a business with inputs, processes, and outputs. Accordingly, the acquisition of Rack Holdings constitutes the acquisition of a business for purposes of ASC 805 and due to the change in control of Rack Holdings was accounted for using the acquisition method. The Company recorded the fair value of assets acquired and liabilities assumed from Rack Holdings.

The allocation of the consideration to the assets acquired and liabilities assumed is based on various estimates. As of September 30, 2019, the Company completed its evaluation of net working capital as part of the purchase price paid at Closing and paid additional consideration of $0.7 million. The Company continues to evaluate the fair value of the acquired intangible assets and equipment. As such, to the extent of these estimates, the purchase price allocation is preliminary and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Any adjustments will be recognized in the reporting period in which the adjustment amounts are determined.

The following represents the preliminary purchase price allocation for the Ranpak Business Combination:

	Amount
Total Consideration, net of cash	$	945.6
Cash and cash equivalents	10.1
Accounts receivable	28.2
Inventories	15.5
Property, plant and equipment	118.8
Other assets	4.7
Intangible assets	480.8
Total identifiable assets acquired	658.1
Accounts payable	8.6
Accrued expenses	7.4
Other liabilities	4.5
Deferred tax liabilities	112.8
Net identifiable liabilities acquired	133.3
Goodwill	$	420.8

Intangible assets and property, plant and equipment balance comprise the following:

	Preliminary Fair Value		Remaining Useful Lives
Trade Names/Trademarks	$	106.0	Indefinite
Customer/Distributor Relationships	205.7		15 years
Patented/Unpatented Technology	164.1		10 years
In-Process Research & Development	5.0		10 years
Total Preliminary Fair Value	480.8
Carrying Value as of 06/2/2019	274.6
Adjustment amount	$	206.2
Machinery and Equipment	$	108.1	5 years
Buildings and Improvements	6.6		15 years
Land	4.1		N/A
Total Preliminary Fair Value	118.8
Carrying Value as of 06/02/2019	71.9
Adjustment amount	$	46.9

The preliminary fair values for the trade names/trademarks, and patented/unpatented technology were determined using the Relief-from-Royalty Method, which is a combination of an Income Approach and Market Approach. The preliminary fair value for customer/distributor relationships was determined using the Multi-Period Excess Earnings Method, which is an Income-based Approach.

The preliminary fair value for land was determined using Sales Comparison and Cost Approaches, depending on location. The preliminary fair value for machinery and equipment, and buildings and improvements were determined using a combination of the Cost Approach and Market Approach, considering physical deterioration when determining current reproduction costs.

The preliminary estimates of remaining useful lives for the intangible assets and property, plant, and equipment were determined by assessing the period of economic benefit of the asset.

Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets, largely arising from the assembled workforce, new customers and the replacement of customer and technology attrition. Goodwill is not amortized for tax purposes.

Transaction costs incurred in the Ranpak Business Combination totaled $48.0 million. Of this amount, $12.6 million was classified as debt issuance costs, including $1.7 million presented as assets and $10.9 million presented as a reduction to debt within the condensed consolidated balance sheets. Transaction costs of $0.0 million were expensed in the Successor Period from July 1, 2019 through September 30, 2019, $0.3 million was expensed in the Successor Period from June 3, 2019 through September 30, 2019, $7.4 million was expensed in the Predecessor Period from January 1, 2019 through June 2, 2019, and $1.0 million was expensed in the Predecessor Period from July 1, 2018 through September 30, 2018 and $1.2 million was expensed in the Predecessor Period from January 1, 2018 through September 30, 2018 within income from operations in the condensed consolidated statement of operations.

	Amount
Deferred financing costs	$	12.6
Transaction costs	25.6
Payment of accrued transaction costs	9.8
Total	$	48.0
Debt issuance costs:
Presented as reduction to debt	$	10.9
Presented as asset	1.7
Total debt issuance costs	$	12.6

The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Ranpak Business Combination occurred on January 1, 2018, for the three months and nine months ended September 30, 2019 and 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
Net Sales	$	70.4	$	64.7	$	196.9		$	188.3
Net (loss) income	$	0.8	$	0.3	$	(8.0	)	$	(2.1	)

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented and are not necessarily indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented.

Neopack Acquisition—On February 28, 2017, pursuant to the Share Purchase Agreement (“e3NEO Purchase Agreement”) the Predecessor acquired all of the capital stock of Neopack Solutions S.A.S. dba e3NEO.

The e3NEO Purchase Agreement contained a contingent consideration arrangement that required the Company to pay e3NEO a “Next Generation Machine Payment”, which was computed by the Company based on certain criteria established in the e3NEO Purchase Agreement. The criteria included, but were not limited to, the design and development by e3NEO of a prototype of the “Next Generation Machine” as defined in the e3NEO Purchase Agreement. The maximum amount payable, $1.1 million, was recorded as contingent consideration, of which $0.8 million was paid in the nine months ended September 30, 2018, and the remainder of the balance was paid prior to December 31, 2018.

Additionally, the e3NEO Purchase Agreement contains an earn-out provision whereby the seller may be entitled to receive an earn-out payment in an amount up to the greater of (i) $2.6 million (the “Minimum Earn-Out Amount”), and (ii) the trailing twelve (12) month earnings before income taxes, depreciation and amortization of the business calculated as of December 31, 2020 multiplied by forty-eight percent (48%). The earn-out payment, if and to the extent earned, shall be paid in accordance with the terms of the e3NEO Purchase Agreement. In order to be eligible to receive the Minimum Earn-Out Amount pursuant the e3NEO Purchase Agreement, e3NEO must have caused the business to receive purchase orders from customers and receive sign-off from such customers upon completion of a successful factory acceptance test, for at least twenty (20) Next Generation Machines on or before December 31, 2019 subject to the reasonable approval of the Company. At September 30, 2019 and December 31, 2018, the Company determined the seller would likely be entitled to receive the Minimum Earn-Out Amount of $2.6 million payable in 2020, and as a result, has included the amount payable in other non-current liabilities on the consolidated balance sheet at September 30, 2019 and December 31, 2018.

XML

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 309,800,000

XML

Related Party (Tables)

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Monitoring fee and reimbursement expenses are included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for all predecessor periods presented, and were as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2018
Monitoring fee	$	—	$	—	$	0.6	$	0.4	$	0.8

XML

Supplemental Balance Sheet Data - Schedule of Inventory, Net (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 7.9	$ 4.1
Finished goods	5.0	8.0
Total inventories	12.9	12.1
Less reserve for obsolescence	(0.4)	(0.3)
Total inventories, net	$ 12.5	$ 11.8

XML

Stock-Based Compensation - Summary of Certain Data for Stock-Based Compensation Plans (Details) $ in Millions	4 Months Ended
	Sep. 30, 2019 USD ($)
Share-based Payment Arrangement [Abstract]
Compensation expense for all stock based compensation plans	$ 1.8
Tax (expense) benefits for stock-based compensation	0.4
Fair value of vested awards	$ 2.2

XML

Nature of Operations

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of Operations

Ranpak Holdings Corp. (formerly known as One Madison Corporation) (the “Company” or “Ranpak”) is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-Commerce and industrial supply chains. Through proprietary protective packaging systems and paper consumables, the Company offers a full suite of protective packaging solutions. The Company’s business is global, with a strong presence in the United States and Europe.

One Madison Corporation ("One Madison") was originally formed as a blank check company incorporated on July 13, 2017 and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. One Madison units, Class A ordinary shares originally sold as part of the units, and warrants originally sold as part of the units sold in the Company’s initial public offering on January 22, 2018 were listed in the New York Stock Exchange (the "NYSE") under the symbols "OMAD.U", "OMAD" and "OMAD.WS", respectively. The Class A ordinary shares and warrants comprising the units began separately trading on February 26, 2018. Upon the closing of the business combination (the "Closing") as described below, these shares and warrants that were converted as part of the transaction, began trading under the symbols "PACK" and "PACK WS", respectively.

On June 3, 2019, the Company, consummated a business combination (the “Ranpak Business Combination”) pursuant to the Stock Purchase Agreement dated December 12, 2018 by and among the Company, Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Seller (“Rack Holdings”). The Company, through its wholly owned subsidiary, Ranger Packaging LLC (the “Acquiring Entity”), acquired all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. Refer to Note 4 for further discussion of the Ranpak Business Combination. In connection with the Ranpak Business Combination, the Company domesticated to a Delaware corporation on May 31, 2019 and changed its name to Ranpak Holdings Corp.

XML

Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Fair Value	$ 530.8	$ 494.9
Earn-out contingent liability	2.6	2.6
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Fair Value	0.0	0.0
Earn-out contingent liability	2.6	$ 2.6
Fair value, assets and liabilities measured on recurring basis, gain (loss) included in earnings	$ 0.0

XML

Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common stock, par value (usd per share)		$ 0.01
Common stock, shares authorized (shares)	426,000,000	1,000
Common stock, shares issued (shares)		995
Common stock, shares outstanding (shares)	53,872,645	995
Treasury stock (shares)	0	5
Common Class A
Common stock, par value (usd per share)	$ 0.0001
Common stock, shares authorized (shares)	200,000,000
Common stock, shares issued (shares)	47,361,352
Common stock, shares outstanding (shares)	47,361,352
Common Class C
Common stock, par value (usd per share)	$ 0.0001
Common stock, shares authorized (shares)	200,000,000
Common stock, shares issued (shares)	6,511,293
Common stock, shares outstanding (shares)	6,511,293

XML

Acquisition - Pro Forma Information (Details) - Rack Holdings Inc. - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition [Line Items]
Net Sales	$ 70.4	$ 64.7	$ 196.9	$ 188.3
Net (loss) income	$ 0.8	$ 0.3	$ (8.0)	$ (2.1)

XML

Income Taxes - Schedule of Effective Tax Rate (Details)	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Effective tax rate (percentage)	69.80%	105.80%	31.40%	20.50%	56.20%

XML

Segment and Geographic Information - Narrative (Details) - segment			3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2019	Sep. 30, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of operating segments							2
Number of reportable segments							1
Non-US | Long-lived Assets | Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	47.90%	53.40%
One Customer | Revenue | Customer Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage			9.50%	10.50%	10.10%	8.50%		10.80%

XML

Earnings/Loss per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions	2 Months Ended	3 Months Ended					4 Months Ended		5 Months Ended	9 Months Ended
	Jun. 02, 2019	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Earnings Per Share [Abstract]
Net income (loss)	$ (15.8)	$ (1.6)	$ (3.2)	$ 0.3	$ 1.9	$ (6.8)	$ (10.4)	$ (12.0)	$ (19.0)	$ (4.6)
Income allocated to participating preferred shares		0.0		0.0				0.0	0.0	0.0
Net income (loss) attributable to common stockholders for basic and diluted EPS		$ (1.6)		$ 0.3				$ (12.0)	$ (19.0)	$ (4.6)
Basic weighted average common shares outstanding (shares)		53,871,068		995				53,870,568	995	995
Denominator adjustments for diluted EPS:
Assumed exercise of warrants		0		0				0	0	0
Assumed vesting of RSUs		0		0				0	0	0
Dilutive weighted average common shares outstanding (shares)		53,871,068		995				53,870,568	995	995
Earnings (loss) per share attributable to common stockholders:
Earnings (loss) per share attributable to common stockholders, basic (in usd per share)		$ (0.03)		$ 279.43				$ (0.22)	$ (19,195.40)	$ (4,660.08)
Earnings (loss) per share attributable to common stockholders, diluted (in usd per share)		$ (0.03)		$ 279.43				$ (0.22)	$ (19,195.40)	$ (4,660.08)

XML

Derivatives Instruments (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets at Fair Value

The following table summarizes the total fair value of derivative assets and liabilities as of September 30, 2019. The Company had no derivative positions as of December 31, 2018:

	Fair Value as of September 30, 2019
	Other Assets		Current Liabilities		Non-current Liabilities
Interest rate swaps not designated as accounting hedge	$	—	$	—	$	—
Interest rate swaps designated as accounting hedge	—		0.4		6.0
Total derivatives	$	—	$	0.4	$	6.0

Schedule of Derivative Liabilities at Fair Value

The following table summarizes the total fair value of derivative assets and liabilities as of September 30, 2019. The Company had no derivative positions as of December 31, 2018:

	Fair Value as of September 30, 2019
	Other Assets		Current Liabilities		Non-current Liabilities
Interest rate swaps not designated as accounting hedge	$	—	$	—	$	—
Interest rate swaps designated as accounting hedge	—		0.4		6.0
Total derivatives	$	—	$	0.4	$	6.0

Schedule of Derivative Instruments, Gain (Loss)

The following table presents the effect of our derivative financial instruments on our statement of financial performance. The income effects of our derivative activities are reflected in Interest expense. There were no gains or losses recorded prior to June 3, 2019 (the Predecessor Period):

Millions	Three Months Ended September 30, 2019			June 3 to September 30, 2019
Total interest expense presented in the statement of operations	$	9.5		$	17.5
Derivatives designated as hedging instruments:
Cash flow hedges- interest rate swaps	$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate Swap	$	(1.1	)	$	(6.4	)

XML

Supplemental Balance Sheet Data (Tables)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Allowance for Doubtful Accounts

The allowance for doubtful accounts was as follows:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Allowance for doubtful accounts	$	(0.2	)	$	(0.2	)

Schedule of Inventory, Net

The components of inventories were as follows at:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
Inventories
Raw materials	$	7.9		$	4.1
Finished goods	5.0			8.0
Total inventories	12.9			12.1
Less reserve for obsolescence	(0.4		)	(0.3		)
Total inventories, net	$	12.5		$	11.8

Property, Plant and Equipment

Depreciation expense is recorded in cost of sales and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Depreciation expense included in cost of sales	$	5.1	$	6.9	$	8.9	$	5.3	$	15.9
Depreciation expense included in depreciation and amortization expense	0.4		0.5		0.7		0.4		1.0
Total depreciation expense	$	5.5	$	7.4	$	9.6	$	5.7	$	16.9

XML

Acquisition - Narrative (Details) € in Millions, $ in Millions				3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019 USD ($)	Jun. 03, 2019 USD ($)	Jun. 03, 2019 EUR (€)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Jun. 02, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Feb. 28, 2017 USD ($) machine
Business Acquisition [Line Items]
Debt issuance cost	$ 10.2			$ 10.2		$ 10.2			$ 7.2
Acquisition related costs				0.0	$ 1.0	0.3	$ 7.4	$ 1.2
Rack Holdings Inc.
Business Acquisition [Line Items]
Business combination, consideration transferred		$ 799.6
Payments to acquire businesses, gross		160.8	€ 140.0
Business combination, consideration transferred, liability incurred		341.5	€ 140.0
Adjustment to net working capital	0.7
Business acquisition, transaction costs	$ 0.0	48.0		$ 0.0		$ 0.0
Debt issuance cost		12.6
Neopack
Business Acquisition [Line Items]
Earn-out contingent liability										$ 1.1
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability								$ 0.8
Business combination, earn-out payment, minimum										$ 2.6
Business combination, multiple of trailing twelve month EBITDA, percentage										48.00%
Business combination, threshold number of machines (machine) | machine										20
Presented as asset | Rack Holdings Inc.
Business Acquisition [Line Items]
Debt issuance cost		1.7
Presented as reduction to debt | Rack Holdings Inc.
Business Acquisition [Line Items]
Debt issuance cost		$ 10.9

XML

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Cost by Plan

The table below summarizes certain data for the Company’s stock-based compensation plans:

	June 3, 2019 through September 30, 2019
Compensation expense for all stock based compensation plans	$	1.8
Tax (expense) benefits for stock-based compensation	0.4
Fair value of vested awards	$	2.2

Share-based Payment Arrangement, Restricted Stock Unit, Activity

Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	388,527		9.66
Vested	—		—
Forfeited	(8,704	)	9.77
Outstanding at September 30, 2019	379,823		$	9.66

Schedule of Nonvested Performance-based Units Activity

The table below includes the maximum number of restricted stock units that may be earned under the 2019 Plan.

Performance-Based Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	—		$	—
Granted	562,948		9.77
Forfeited	(30,706	)	9.77
Outstanding at September 30, 2019	532,242		$	9.77

Share-based Payment Arrangement, Nonemployee Director Award Plan, Activity

The table below includes the number of shares granted and vested for Directors electing to receive retainer payments in shares for the periods below.

Director Stock Units	Shares	Weighted Average Grant Date Fair Value
Balance at June 3, 2019	—	$	—
Granted	3,720	5.04
Vested	(3,720)	5.04
Balance at September 30, 2019	—	$	—

XML

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)	Jun. 03, 2019
Rack Holdings Inc.
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%

XML

Shareholders' Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Capital Stock—The Company is authorized to issue 426,000,000 shares of capital stock, consisting of (i) 200,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 25,000,000 shares of Class B common stock, par value $0.0001 per share, and (iii) 200,000,000 shares of Class C common stock, par value $0.0001 per share and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share.

Common Shares—Each holder of Class A Common Stock ("Class A") is entitled to one vote for each Class A share held of record.  Holders of shares of Class C Common Stock ("Class C") have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote.  Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares.

Preferred Shares—The Company's charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of September 30, 2019, the Company had no preferred stock outstanding.

Public Warrants—On January 22, 2018, the Company consummated its IPO of 30,000,000 units, each consisting of one Class A ordinary share and one half of one warrant to purchase one Class A ordinary share, i.e., 15,000,000 warrants in total (the “public warrants”).

Forward Purchase Warrants—On October 5, 2017, on a private placement basis pursuant to individual forward purchase agreements, the Company’s anchor investors agreed to purchase an aggregate of 15,000,000 Class A ordinary shares (or, at each holder’s election, Class C ordinary shares) plus 5,000,000 warrants to purchase shares of Class A ordinary shares (or, at each holder’s election, warrants to purchase shares of Class C ordinary shares) (the “forward purchase warrants”) at a purchase price of $10.00 per ordinary share, with one forward purchase warrant allocated per three forward purchase shares issuable to each investor. The forward purchase shares and forward purchase warrants were issued on June 3, 2019 in connection with the closing of the Ranpak Business Combination.

Private Placement Warrants—On January 17, 2018, certain investors purchased an aggregate of 8,000,000 private placement warrants at a price of $1.00 per whole warrant in a private placement that closed simultaneously with the closing of the IPO. On March 27, 2019, the Company entered into a warrant exchange agreement with certain holders of the private placement warrants, pursuant to which 7,429,256 of the outstanding private placement warrants were canceled by the Company in exchange for 742,926 shares of Class A common stock (a 10:1 ratio) in connection with the closing of the Ranpak Business Combination. The private placement warrants (including the shares of Class A common stock or, at the holder’s election, Class C common stock issued upon exercise of the private placement warrants) are not be transferable, assignable or salable until 30 days after the completion of the Ranpak Business Combination, subject to certain exceptions, and they will not be redeemable by the Company so long as they are held by the anchor investors who initially purchased such warrants or their respective permitted transferees.

Terms of the Warrants—Each warrant entitles the registered holder to purchase one share of Class A common stock (or with respect to the forward purchase and private placement warrants, at the election of the holder, one share of Class C common stock) at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the closing of the Ranpak Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the public warrants and a current prospectus relating thereto is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky laws of the state of residence of the holder. Pursuant to the warrant agreement that governs the terms of the warrants, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock (or with respect to the forward purchase warrants, at the election of the holder, one share of Class C common stock). This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the closing of the business combination, or earlier upon redemption or liquidation.

Once the public warrants and forward purchase warrants are exercisable, the Company may call such warrants for redemption in whole and not in part;

• At a price of $0.01 per warrant;

• Upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• If, and only if, the reported last sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Registration Rights—Certain investors were entitled to registration rights pursuant to the forward purchase agreements, subscription agreements, private placement warrant agreements, and the registration rights agreement entered into concurrently with the closing of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company bore the expenses incurred in connection with the filing of any such registration statements.

Outstanding Shares—At September 30, 2019 and December 31, 2018, the Company had the following shares of common stock outstanding:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
	Class A	Class C	Total Common	Common
Shares outstanding not subject to an earn-out agreement	41,244,899	5,779,910	47,024,809	995
Shares subject to a $15.00 earn-out	2,940,336	0	2,940,336	0
Shares subject to a $12.50 earn-out	3,018,617	731,383	3,750,000	0
Shares subject to a $12.25 earn-out	157,500	0	157,500	0
Total	47,361,352	6,511,293	53,872,645	995

Translation adjustment—Translation adjustments recorded are the only component of accumulated other comprehensive gain (loss) in shareholders’ equity. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive loss which is net of tax, where applicable. Translation adjustments were as follows:

	Successor						Predecessor
	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Translation adjustment	$	(11.1	)	$	(6.3	)	$	23.6	$	(1.1	)	$	(5.4	)

XML

Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full year for its operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. The Company’s effective tax rate was as following:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Effective tax rate	69.8%	31.4%	20.5%	105.8%	56.2%

The fluctuation in the effective tax rate over the periods presented above was primarily attributable to a jurisdictional mix of income between periods. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the U.S., and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Pursuant to the Ranpak Business Combination discussed in detail in Note 4, the Company has preliminarily estimated the fair market value of assets and liabilities, including the impact on the deferred tax assets and liabilities in accordance with the guidance under ASC 805. The deferred tax assets and liabilities are provisional as the valuation analysis is not complete. The provisional deferred tax assets and liabilities will be adjusted accordingly with any changes to the fair market value of the underlying assets and liabilities. The provisional deferred tax assets and liabilities adjustment was a net increase in the deferred tax liability of $50.8 million.    

The Company files income tax returns in the United States and various foreign, state and local jurisdictions. With few exceptions, the Company is no longer subject to federal, foreign, and state and local income tax examination by tax authorities for years ended before 2013.

XML

Shareholders' Equity - Schedule of Common Stock Outstanding (Details) - $ / shares	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	53,872,645		995
Common Class A
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	47,361,352
Common Class C
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	6,511,293
Shares outstanding not subject to an earn-out agreement
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	47,024,809		995
Shares outstanding not subject to an earn-out agreement | Common Class A
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	41,244,899
Shares outstanding not subject to an earn-out agreement | Common Class C
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	5,779,910
Shares subject to a $15.00 earn-out
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	2,940,336		0
Business combination, earn out price (usd per share)	$ 15.00		$ 15.00
Shares subject to a $15.00 earn-out | Common Class A
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	2,940,336
Business combination, earn out price (usd per share)		$ 15.00
Shares subject to a $15.00 earn-out | Common Class C
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	0
Shares subject to a $12.50 earn-out
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	3,750,000		0
Business combination, earn out price (usd per share)	$ 12.50		$ 12.50
Shares subject to a $12.50 earn-out | Common Class A
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	3,018,617
Business combination, earn out price (usd per share)		12.50
Shares subject to a $12.50 earn-out | Common Class C
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	731,383
Shares subject to a $12.25 earn-out
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	157,500		0
Business combination, earn out price (usd per share)	$ 12.25		$ 12.25
Shares subject to a $12.25 earn-out | Common Class A
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	157,500
Business combination, earn out price (usd per share)		$ 12.25
Shares subject to a $12.25 earn-out | Common Class C
Class of Stock [Line Items]
Common stock, shares outstanding (shares)	0

XML

Derivatives Instruments - Effect of Derivative Instruments on Statement of Financial Position (Details) - USD ($)	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Derivative [Line Items]
Interest expense	$ 9,500,000	$ 8,000,000.0	$ 17,500,000	$ 20,200,000	$ 22,900,000
Interest Expense | Interest Rate Swap
Derivative [Line Items]
Derivatives designated as hedging instruments gain (loss)	0.0		0
Derivatives not designated as hedging instruments gain (loss)	$ (1,100,000)		$ (6,400,000)	$ 0

XML

Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - Parenthetical - $ / shares	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018
Shares subject to a $15.00 earn-out
Business combination, earn out price (usd per share)	$ 15.00		$ 15.00
Shares subject to a $15.00 earn-out | Common Class A
Business combination, earn out price (usd per share)		$ 15.00
Shares subject to a $12.50 earn-out
Business combination, earn out price (usd per share)	12.50		12.50
Shares subject to a $12.50 earn-out | Common Class A
Business combination, earn out price (usd per share)		12.50
Shares subject to a $12.25 earn-out
Business combination, earn out price (usd per share)	$ 12.25		$ 12.25
Shares subject to a $12.25 earn-out | Common Class A
Business combination, earn out price (usd per share)		$ 12.25

XML

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs)	4 Months Ended
	Sep. 30, 2019 $ / shares shares
Shares
Restricted at June 3, 2019 (shares) | shares	0
Granted (shares) | shares	388,527
Vested (shares) | shares	0
Forfeited (shares) | shares	(8,704)
Outstanding at Sept, 2019 (shares) | shares	379,823
Weighted Average Grant Date Fair Value
Restricted at June 3, 2019 (usd per share) | $ / shares	$ 0
Granted (usd per share) | $ / shares	9.66
Vested (usd per share) | $ / shares	0
Forfeited (usd per share) | $ / shares	9.77
Outstanding at Sept, 2019 (usd per share) | $ / shares	$ 9.66

XML

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net sales	$ 69.1	$ 65.1	$ 85.4	$ 106.4	$ 191.9
Cost of sales	39.6	37.7	52.6	61.2	109.7
Selling, general and administrative	17.7	12.6	22.5	23.8	37.8
Transaction costs	0.0	1.0	0.3	7.4	1.2
Depreciation and amortization	10.3	10.7	13.3	17.7	32.3
Other operating expense, net	0.5	1.2	0.8	2.2	2.7
(Loss) income from operations	1.0	1.9	(4.1)	(5.9)	8.2
Interest expense	9.5	8.0	17.5	20.2	22.9
Foreign currency gain	(3.2)	(0.9)	(4.1)	(2.2)	(4.2)
(Loss) income before income taxes	(5.3)	(5.2)	(17.5)	(23.9)	(10.5)
Income tax benefit	(3.7)	(5.5)	(5.5)	(4.9)	(5.9)
Net (loss) income	(1.6)	0.3	(12.0)	(19.0)	(4.6)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(11.1)	(1.1)	(6.3)	23.6	(5.4)
Comprehensive (loss) income	$ (12.7)	$ (0.8)	$ (18.3)	$ 4.6	$ (10.0)
Net (loss) income per share—basic and diluted
Net (loss) income per share (in usd per share)	$ (0.03)	$ 279.43	$ (0.22)	$ (19,195.40)	$ (4,660.08)
Weighted-average shares outstanding (in shares)	53,871,068	995	53,870,568	995	995

XML

Related Party - Narrative (Details)	Jun. 02, 2019
Rack Holdings Inc. | Rhone Capital IV L.P
Related Party Transaction [Line Items]
Percentage of projected annual EBITDA	1.00%

XML

Commitments and Contingencies (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Management | Deferred Profit Sharing
Other Commitments [Line Items]
Distribution paid	$ 2.8

XML

Acquisition - Property, Plant and Equipment and Intangible Assets (Details) - Rack Holdings Inc. - USD ($) $ in Millions	Jun. 03, 2019	Jun. 02, 2019
Business Acquisition [Line Items]
Intangible assets	$ 480.8	$ 274.6
Adjustment amount	206.2
Property, plant and equipment	118.8	$ 71.9
Adjustment amount	46.9
Machinery and Equipment
Business Acquisition [Line Items]
Property, plant and equipment	$ 108.1
Property, plant and equipment, Remaining Useful Lives	5 years
Buildings and Improvements
Business Acquisition [Line Items]
Property, plant and equipment	$ 6.6
Property, plant and equipment, Remaining Useful Lives	15 years
Land
Business Acquisition [Line Items]
Property, plant and equipment	$ 4.1
Trade Names/Trademarks
Business Acquisition [Line Items]
Intangible assets	106.0
Customer/Distributor Relationships
Business Acquisition [Line Items]
Intangible assets	$ 205.7
Intangible assets, Remaining Useful Lives	15 years
Patented/Unpatented Technology
Business Acquisition [Line Items]
Intangible assets	$ 164.1
Intangible assets, Remaining Useful Lives	10 years
In-Process Research & Development
Business Acquisition [Line Items]
Intangible assets	$ 5.0
Intangible assets, Remaining Useful Lives	10 years

XML

Long-Term Debt - Schedule of Long Term Debt (Details) € in Millions, $ in Millions	Sep. 30, 2019 USD ($)	Sep. 30, 2019 EUR (€)	Jun. 03, 2019 USD ($)	Jun. 03, 2019 EUR (€)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 530.8				$ 506.5
Less deferred financing costs, net	(10.2)				(7.2)
Less current portion (First Lien)	(5.4)				(4.4)
Long-term debt	515.2				494.9
Dollar Denominated Line of Credit | First Lien Term Loan B
Debt Instrument [Line Items]
Long-term debt					$ 253.6
Debt instrument, interest rate, stated percentage					5.77%
Dollar Denominated Line of Credit | First Lien Term Facility
Debt Instrument [Line Items]
Long-term debt			$ 378.2
Euro Denominated Line of Credit | First Lien Term Loan B
Debt Instrument [Line Items]
Long-term debt					$ 172.4
Debt instrument, interest rate, stated percentage					4.25%
Euro Denominated Line of Credit | First Lien Term Facility
Debt Instrument [Line Items]
Long-term debt		€ 140.0	$ 152.6	€ 140.0
Line of Credit | Second Lien Term Loan
Debt Instrument [Line Items]
Long-term debt					$ 80.5
Debt instrument, interest rate, stated percentage					9.71%
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Long-term debt	$ 0.0

XML

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

At September 30, 2019 long-term debt consisted of the following:

First Lien Dollar Term Facility	$	378.2
First Lien Euro Term Facility (140.0 million Euro)	152.6
Revolving Facility	—
Total Debt	$	530.8
Less deferred financing costs, net	(10.2		)
Less current portion	(5.4		)
Long-term Debt	$	515.2

At December 31, 2018, long-term debt consisted of the following:

First Lien Term Loan B - United States Dollar based facility with interest based on one month adjusted Eurodollar plus margin. Interest rate was 5.77% at December 31, 2018	$	253.6
First Lien Term Loan B - Euro based facility with interest based on one month adjusted EURIBOR plus margin. Interest rate was 4.25% at December 31, 2018	172.4
Second Lien US$ Tranche with interest based on one month adjusted Eurodollar plus margin. Interest rate was 9.71% at December 31, 2018	80.5
Total Debt	$	506.5
Less deferred financing costs	(7.2		)
Less current portion (First Lien)	(4.4		)
Long-term debt	$	494.9

Schedule of Amortization and Accumulated Amortization of Deferred Financing Costs

Amortization and accumulated amortization of deferred financing costs was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Amortization of deferred financing costs	$	0.6	$	0.7	$	7.5	$	0.6	$	2.0

	Successor		Predecessor
	September 30, 2019		December 30, 2018
Accumulated amortization of deferred financing costs	$	0.7	$	15.5

XML

Segment and Geographic Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment and Geographic Information

Segment and Geographic Information

In accordance with ASC 280, Segment Reporting, the Company has determined it has two operating segments which are aggregated into one reportable segment, Ranpak. The chief operating decision maker assesses the Company’s performance and allocates resources based on the Company’s consolidated financial information. The aggregation of the two operating segments is based on the Company’s determination that per ASC 280 the operating segments have similar economic characteristics, and are similar in all of the following areas: the nature of products and services, the nature of production processes, the type or class of customer for their products or provide their services, and the methods used to distribute their products or provide their services. In addition, the operating segments were aggregated for purposes of determining whether segments meet the quantitative threshold for separate reporting.

The Company attributes revenue to individual countries based on the Company’s selling location. The Company’s products are primarily sold from the United States and the Netherlands. The following table presents a summary of total net sales from external customers and long-lived assets by geographic location:

Successor
As of September 30, 2019 and for the three months ended September 30, 2019	United States		Netherlands		Total
Net revenues	$	32.9	$	36.2	$	69.1
Long-lived assets	$	63.1	$	58.1	$	121.2
For the period from June 3, 2019 through September 30, 2019
Net revenues	$	42.2	$	43.2	$	85.4

Predecessor
For the period from January 1, 2019 through June 2, 2019	United States		Netherlands		Total
Net revenues	$	50.1	$	56.3	$	106.4
As of September 30, 2018 and for the three months ended September 30, 2018
Net revenues	$	32.5	$	32.6	$	65.1
Long-lived assets	$	35.8	$	39.6	$	75.4
For the nine month ended September 30, 2018
Net revenues	$	94.6	$	97.3	$	191.9
As of December 31, 2018 and for the year ended December 31, 2019
Net revenues	$	131.4	$	136.5	$	267.9
Long-lived assets	$	34.0	$	39.0	$	73.0

As of September 30, 2019 and December 31, 2018, 47.9% and 53.4%, respectively, of the Company’s long-lived assets were located outside of the U.S. The Company’s customers are not concentrated in any specific geographic region. During the Successor period for the three months ended September 30, 2019 and for the period from June 3, 2019 through September 30, 2019, one customer accounted for approximately 9.5% and 10.1% of total revenues, respectively. For the period from January 1, 2019 through June 2, 2019, one customer accounted for 8.5% of total revenues, respectively. During the three and nine months ended September 30, 2018, one customer accounted for approximately 10.5% and 10.8% of total revenues, respectively.

XML

Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Schedule of Common Stock Outstanding

At September 30, 2019 and December 31, 2018, the Company had the following shares of common stock outstanding:

	Successor			Predecessor
	September 30, 2019			December 31, 2018
	Class A	Class C	Total Common	Common
Shares outstanding not subject to an earn-out agreement	41,244,899	5,779,910	47,024,809	995
Shares subject to a $15.00 earn-out	2,940,336	0	2,940,336	0
Shares subject to a $12.50 earn-out	3,018,617	731,383	3,750,000	0
Shares subject to a $12.25 earn-out	157,500	0	157,500	0
Total	47,361,352	6,511,293	53,872,645	995

Schedule of the Effects of Translation Adjustments on Shareholders' Equity

Translation adjustments were as follows:

	Successor						Predecessor
	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Translation adjustment	$	(11.1	)	$	(6.3	)	$	23.6	$	(1.1	)	$	(5.4	)

XML

Segment and Geographic Information - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Net revenues	$ 69.1	$ 65.1	$ 85.4	$ 106.4	$ 191.9	$ 267.9
Long-lived assets	121.2	75.4	121.2		75.4	73.0
United States
Segment Reporting Information [Line Items]
Net revenues	32.9	32.5	42.2	50.1	94.6	131.4
Long-lived assets	63.1	35.8	63.1		35.8	34.0
Netherlands
Segment Reporting Information [Line Items]
Net revenues	36.2	32.6	43.2	$ 56.3	97.3	136.5
Long-lived assets	$ 58.1	$ 39.6	$ 58.1		$ 39.6	$ 39.0

XML

Earnings/Loss per Share - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (shares)	21,060,219	0	21,060,219	0	0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (shares)	20,108,744	0	20,108,744	0	0
Restricted Stock Units and Performance-based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (shares)	951,475	0	951,475	0	0

XML

Acquisition - Classification of Transaction Costs (Details) - USD ($) $ in Millions	Jun. 03, 2019	Sep. 30, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Deferred financing costs		$ 10.2	$ 7.2
Rack Holdings Inc.
Business Acquisition [Line Items]
Deferred financing costs	$ 12.6
Transaction costs	25.6
Payment of accrued transaction costs	9.8
Total	48.0	$ 0.0
Presented as reduction to debt | Rack Holdings Inc.
Business Acquisition [Line Items]
Deferred financing costs	10.9
Presented as asset | Rack Holdings Inc.
Business Acquisition [Line Items]
Deferred financing costs	$ 1.7

XML

Long-Term Debt - Schedule of Amortization and Accumulated Amortization of Deferred Financing Costs (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Disclosure [Abstract]
Amortization of deferred financing costs	$ 0.6	$ 0.6	$ 0.7	$ 7.5	$ 2.0
Accumulated amortization of deferred financing costs	$ 0.7		$ 0.7			$ 15.5

XML

Derivatives Instruments - Narrative (Details)		3 Months Ended	4 Months Ended	5 Months Ended
	Sep. 25, 2019 USD ($) interest_rate_swap	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 02, 2019 USD ($)	Jun. 03, 2019 USD ($)	Jan. 31, 2019 USD ($)
Derivative [Line Items]
Number of interest rate swaps entered into | interest_rate_swap	2
Gains (losses) on derivatives				$ 0
Interest Rate Swap
Derivative [Line Items]
Derivative, notional amount	$ 50,000,000.0	$ 250,000,000.0	$ 250,000,000.0			$ 200,000,000.0
Derivative, fixed interest rate	2.3109%					2.5634%
Derivative liability		6,400,000	6,400,000		$ 4,700,000
Derivative liability, noncurrent		6,000,000.0	6,000,000.0
Derivative liability, current		400,000	400,000
Unrealized gain recorded to other comprehensive income		0.0
Incremental Notional Interest Rate Swap
Derivative [Line Items]
Derivative, notional amount	$ 50,000,000.0
Interest Expense | Interest Rate Swap
Derivative [Line Items]
Derivative, gain (loss), recognized in earnings		(1,100,000)	(6,400,000)	$ 0
Derivative instruments, gains reclassification from accumulated OCI to income		$ 0.0	$ 0

XML

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of the Company's financial instruments as of September 30, 2019 and December 31, 2018:

Successor
	Carrying Amount		Fair Value		Fair Value Measurements
September 30, 2019					Level 1		Level 2		Level 3
Current and Long-term debt	$	530.8	$	530.8	$	—	$	530.8	$	—
Derivative liability	$	6.4	$	6.4	$	—	$	6.4	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

Predecessor
	Carrying Amount		Fair Value		Fair Value Measurements
December 31, 2018					Level 1		Level 2		Level 3
Long-term debt	$	494.9	$	494.9	$	—	$	494.9	$	—
Derivative liability	$	—	$	—	$	—	$	—	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

XML

Acquisition (Tables)

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following represents the preliminary purchase price allocation for the Ranpak Business Combination:

	Amount
Total Consideration, net of cash	$	945.6
Cash and cash equivalents	10.1
Accounts receivable	28.2
Inventories	15.5
Property, plant and equipment	118.8
Other assets	4.7
Intangible assets	480.8
Total identifiable assets acquired	658.1
Accounts payable	8.6
Accrued expenses	7.4
Other liabilities	4.5
Deferred tax liabilities	112.8
Net identifiable liabilities acquired	133.3
Goodwill	$	420.8

Intangible assets and property, plant and equipment balance comprise the following:

	Preliminary Fair Value		Remaining Useful Lives
Trade Names/Trademarks	$	106.0	Indefinite
Customer/Distributor Relationships	205.7		15 years
Patented/Unpatented Technology	164.1		10 years
In-Process Research & Development	5.0		10 years
Total Preliminary Fair Value	480.8
Carrying Value as of 06/2/2019	274.6
Adjustment amount	$	206.2
Machinery and Equipment	$	108.1	5 years
Buildings and Improvements	6.6		15 years
Land	4.1		N/A
Total Preliminary Fair Value	118.8
Carrying Value as of 06/02/2019	71.9
Adjustment amount	$	46.9

Business Combination, Separately Recognized Transactions

	Amount
Deferred financing costs	$	12.6
Transaction costs	25.6
Payment of accrued transaction costs	9.8
Total	$	48.0
Debt issuance costs:
Presented as reduction to debt	$	10.9
Presented as asset	1.7
Total debt issuance costs	$	12.6

Business Acquisition, Pro Forma Information

The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Ranpak Business Combination occurred on January 1, 2018, for the three months and nine months ended September 30, 2019 and 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
Net Sales	$	70.4	$	64.7	$	196.9		$	188.3
Net (loss) income	$	0.8	$	0.3	$	(8.0	)	$	(2.1	)

XML

Related Party

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party

Related Party

Rack Holdings had a monitoring fee agreement, with Rhone Capital IV L.P., a related party, which required Rack Holdings to pay 1% of projected annual earnings before interest, taxes and depreciation and amortization in advance of each semi-annual period, adjusted retroactively up or down, plus reimbursement of other expenses. As of June 3, 2019, upon the Closing of the Ranpak Business Combination and change in control, this monitoring fee was eliminated. Monitoring fee and reimbursement expenses are included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for all predecessor periods presented, and were as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2018
Monitoring fee	$	—	$	—	$	0.6	$	0.4	$	0.8

XML

Earnings/Loss per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following tables set forth the computation of the Company's (loss) earnings per share:

	Successor						Predecessor
(Expressed in $000,000's except per share amounts)	Three Months Ended September 30, 2019			June 3, 2019 through September 30, 2019			January 1, 2019 through June 2, 2019			Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Net income (loss)	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Income allocated to participating preferred shares	—			—			—			—		—
Net income (loss) attributable to common stockholders for basic and diluted EPS
	$	(1.6	)	$	(12.0	)	$	(19.0	)	$	0.3	$	(4.6	)
Basic weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Denominator adjustments for diluted EPS:
Assumed exercise of warrants	—			—			—			—		—
Assumed vesting of RSUs	—			—			—			—		—
Dilutive weighted average common shares outstanding
	53,871,068			53,870,568			995			995		995
Earnings (loss) per share attributable to common stockholders:
Basic	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)
Diluted	$	(0.03	)	$	(0.22	)	$	(19,195.40	)	$	279.43	$	(4,660.08	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones:

	Successor		Predecessor
	Three Months Ended September 30, 2019	June 3, 2019 through September 30, 2019	January 1, 2019 through June 2, 2019	Three Months Ended September 30, 2018	Nine Months Ended September 30, 2018
Warrants on Common Stock	20,108,744	20,108,744	—	—	—
(Note 10)
Restricted Stock Units
and Performance-based
Restricted Stock Units (Note 11)	951,475	951,475	—	—	—
	21,060,219	21,060,219	—	—	—

XML

Supplemental Balance Sheet Data - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for doubtful accounts	$ (0.2)	$ (0.2)

XML

Acquisition - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Millions		4 Months Ended	5 Months Ended	9 Months Ended
	Jun. 03, 2019	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Total Consideration, net of cash		$ 945.6	$ 0.0	$ 0.0
Goodwill		$ 411.6			$ 355.7
Rack Holdings Inc.
Business Acquisition [Line Items]
Total Consideration, net of cash	$ 945.6
Cash and cash equivalents	10.1
Accounts receivable	28.2
Inventories	15.5
Property, plant and equipment	118.8		71.9
Other assets	4.7
Intangible assets	480.8		$ 274.6
Total identifiable assets acquired	658.1
Accounts payable	8.6
Accrued expenses	7.4
Other liabilities	4.5
Deferred tax liabilities	112.8
Net identifiable liabilities acquired	133.3
Goodwill	$ 420.8

XML

Fair Value Measurement

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement

Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

▪ Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

▪ Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

▪ Level 3 — Unobservable inputs that are supported by little or no market activities.

The carrying values of cash and cash equivalents (primarily consisting of bank deposits), accounts receivable and accounts payable approximate their fair values due to the short-term nature of these instruments as of September 30, 2019 and December 31, 2018. The carrying value of borrowings under the credit facilities approximates fair value due to the variable interest rates associated with those borrowings.

The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of the Company's financial instruments as of September 30, 2019 and December 31, 2018:

Successor
	Carrying Amount		Fair Value		Fair Value Measurements
September 30, 2019					Level 1		Level 2		Level 3
Current and Long-term debt	$	530.8	$	530.8	$	—	$	530.8	$	—
Derivative liability	$	6.4	$	6.4	$	—	$	6.4	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

Predecessor
	Carrying Amount		Fair Value		Fair Value Measurements
December 31, 2018					Level 1		Level 2		Level 3
Long-term debt	$	494.9	$	494.9	$	—	$	494.9	$	—
Derivative liability	$	—	$	—	$	—	$	—	$	—
Earn-out contingent liability	$	2.6	$	2.6	$	—	$	—	$	2.6

The valuation techniques and inputs used for fair value measurements categorized within Level 2 and Level 3 include quoted comparable prices from market inputs and significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using the Company’s own estimates and assumptions or those expected to be used by market participants. The Company determines its valuation policies and procedures and analyzes changes in fair value measurements from period to period by using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs.

The fair value of outstanding long-term debt is estimated at $530.8 million as of September 30, 2019 based on prices and other relevant information generated by market transactions involving identical or comparable debt instruments, which represents a Level 2 measurement. Derivative positions are classified within level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk. The fair value of the earn-out contingent liability is estimated at $2.6 million as of September 30, 2019 based on contractual terms, which

represents a Level 3 measurement. For fair value measurements categorized within Level 3 of the fair value hierarchy, the amount of the total gains or losses for the period included in earnings (or changes in net assets) that is attributable to the change in unrealized gains or losses relating to those assets and liabilities held at the end of the reporting period is $0.0 million.

XML

Long-Term Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Successor

In connection with the Closing of the Ranpak Business Combination, Ranger Pledgor LLC ("Holdings"), Ranger Packaging LLC (the "US Borrower") and Ranpak B.V (the "Dutch Borrower" and together with the US Borrower, the "Borrowers"), entered into a First Lien Credit Agreement that provided for senior secured credit facilities to, in part, (i) fund the business combination, (ii) repay and terminate the existing indebtedness of Rack Holdings, and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate principal amount of the senior secured credit facilities consists of a $378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a €140.0 million ($152.6 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures seven years after the closing date and the Revolving Facility matures five years after the Closing Date. As of September 30, 2019, no amounts are outstanding under the Revolving Facility.

At September 30, 2019 long-term debt consisted of the following:

First Lien Dollar Term Facility	$	378.2
First Lien Euro Term Facility (140.0 million Euro)	152.6
Revolving Facility	—
Total Debt	$	530.8
Less deferred financing costs, net	(10.2		)
Less current portion	(5.4		)
Long-term Debt	$	515.2

Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss.

Borrowings under the Facilities, at the Borrowers' option, bear interest at either (1) an adjusted eurocurrency rate or (2) a base rate, in each case plus an applicable margin. The applicable margin is 4.00% with respect to eurocurrency borrowings and 3.00% with respect to base rate borrowings (in each case, assuming a first lien net leverage ratio of greater than or equal to 5.00:1.00), subject to a leverage-based stepdown.

In connection with the debt financing, the Company, entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the Facilities. The fixed rate payable under the swap was 2.5634%. The interest rate swap became effective and was novated to the Company on the closing date in the amount of $4.7 million and will mature on June 3, 2022. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements the details of which are further explained in Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility.

The Facilities will provide the Borrowers with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $95.0 million and 100% of trailing-twelve months Consolidated EBITDA (as defined in the definitive documentation with respect to the Facilities), plus any voluntary prepayments of the debt financing (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

The obligations of (i) the US Borrower under the Facilities and certain of its obligations under hedging arrangements and cash management arrangements are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized

direct or indirect wholly-owned US organized restricted subsidiary of Holdings (together with Holdings, the “US Guarantors”) and (ii) the Dutch Borrower under the Facilities are unconditionally guaranteed by the US Borrower, the US Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch organized restricted subsidiary of Holdings (the “Dutch Guarantors”, and together with the US Guarantors, the “Guarantors”), in each case, other than certain excluded subsidiaries. The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the US Borrower and US Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor.

The Facilities imposed restrictions that require the Company to comply with or maintain certain financial tests and ratios. Such agreements restrict our ability to, among other things: (i) declare dividends or redeem or repurchase capital stock, including with respect to Class A common stock (ii) prepay, redeem or purchase other debt (iii) incur liens (iv) make loans, guarantees, acquisitions and other investments (v) incur additional indebtedness (vi) engage in sale and leaseback transactions (vii) amend or otherwise alter debt and other material agreements (viii) engage in mergers, acquisitions and asset sales (ix) engage in transactions with affiliates and (x) enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries. The Company was in compliance with all of its financial covenants as of September 30, 2019.

Predecessor

At December 31, 2018, long-term debt consisted of the following:

First Lien Term Loan B - United States Dollar based facility with interest based on one month adjusted Eurodollar plus margin. Interest rate was 5.77% at December 31, 2018	$	253.6
First Lien Term Loan B - Euro based facility with interest based on one month adjusted EURIBOR plus margin. Interest rate was 4.25% at December 31, 2018	172.4
Second Lien US$ Tranche with interest based on one month adjusted Eurodollar plus margin. Interest rate was 9.71% at December 31, 2018	80.5
Total Debt	$	506.5
Less deferred financing costs	(7.2		)
Less current portion (First Lien)	(4.4		)
Long-term debt	$	494.9

Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss. At the Closing of the Ranpak Business Combination, Rack Holdings' existing debt, which amounted to approximately $495.0 million, was repaid in full. At the date of the transaction, the remaining $6.3 million of deferred finance costs were written-off.

Amortization and accumulated amortization of deferred financing costs was as follows:

	Successor				Predecessor
	Three Months Ended September 30, 2019		June 3, 2019 through September 30, 2019		January 1, 2019 through June 2, 2019		Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Amortization of deferred financing costs	$	0.6	$	0.7	$	7.5	$	0.6	$	2.0

	Successor		Predecessor
	September 30, 2019		December 30, 2018
Accumulated amortization of deferred financing costs	$	0.7	$	15.5

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2019	Jun. 02, 2019	Sep. 30, 2018
Cash Flows from Operating Activities
Net loss	$ (12.0)	$ (19.0)	$ (4.6)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	20.1	26.6	48.3
Amortization of deferred financing costs	0.7	7.5	2.0
Loss on disposal of fixed assets	0.2	1.0	1.4
Deferred income taxes	(1.3)	0.6	(3.4)
Loss (gain) on derivative contract	6.4	0.0	(0.6)
Currency (gain) on foreign denominated notes payable	(3.3)	(2.4)	(4.1)
Restricted stock unit grants	1.8	0.0	0.0
Changes in operating assets and liabilities:
(Increase) decrease in receivables, net	(5.3)	3.5	(10.7)
Decrease (increase) in inventory	2.7	(1.3)	(1.0)
(Increase) decrease in prepaid expenses and other assets	(0.3)	2.7	0.1
Increase in other assets	(0.2)	(1.3)	(1.7)
(Decrease) increase in accounts payable	(25.4)	(2.8)	0.1
Increase (decrease) in accrued liabilities	2.9	7.1	(1.2)
Increase in other liabilities	1.4	2.3	2.3
Net cash (used in) provided by operating activities	(11.6)	24.5	26.9
Capital expenditures:
Converter equipment	(9.7)	(9.9)	(17.9)
Other fixed assets	(0.8)	(0.6)	(2.6)
Total capital expenditures	(10.5)	(10.5)	(20.5)
Cash paid for acquisitions	(945.6)	0.0	0.0
Patent and trademark expenditures	(0.2)	(0.3)	(0.4)
Net cash used in investing activities	(956.3)	(10.8)	(20.9)
Cash Flows from Financing Activities
Proceeds from issuance of term loans and credit facility	539.0	0.0	0.0
Proceeds from sale of common stock	302.4	0.0	0.0
Redemption of stock	(158.3)	0.0	0.0
Financing costs of debt facilities	(12.6)	0.0	0.0
Payments on term loans and credit facility	0.0	(13.3)	(5.4)
Payment of promissory note	(4.0)	0.0	0.0
Net cash provided by (used in) financing activities	666.5	(13.3)	(5.4)
Effect of Exchange Rate Changes on Cash	5.2	(7.7)	2.0
Net (Decrease) Increase in Cash and Cash Equivalents	(296.2)	(7.3)	2.6
Cash and Cash Equivalents, beginning of period	10.2	17.5	8.6
Cash and Cash Equivalents, end of period	$ 13.6	$ 10.2	$ 11.2

XML

Stock-Based Compensation - Narrative (Details) $ in Millions	4 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($) shares	Sep. 30, 2019 USD ($) shares	Sep. 30, 2019 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense | $	$ 1.8
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (shares)	4,118,055	4,118,055	4,118,055
Granted (shares)			955,196
Canceled (shares)			(39,410)
Vested (shares)			0
Number of shares available for future awards (shares)	3,202,269	3,202,269	3,202,269
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)		388,527
Canceled (shares)		(8,704)
Vested (shares)		0
Unamortized compensation cost | $	$ 2.4	$ 2.4	$ 2.4
Stock based compensation expense | $		$ 0.9
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)			3 years
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)			2 years
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)			1 year
Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)		562,948
Canceled (shares)		(30,706)
Vesting period (years)			2 years 6 months
Unamortized compensation cost | $	$ 4.7	$ 4.7	$ 4.7
Stock based compensation expense | $		$ 0.9
Performance period (years)			1 year
Minimum | Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted performance goal expressed as percentage of growth in performance level attained			0.00%
Maximum | Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted performance goal expressed as percentage of growth in performance level attained			150.00%

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 13.6	$ 17.5
Receivables, net	28.5	31.5
Inventories, net	12.5	11.8
Income tax receivable	6.1	3.4
Prepaid expenses and other current assets	2.8	4.1
Total current assets	63.5	68.3
Property, plant and equipment, net	121.2	73.0
Goodwill	411.6	355.7
Intangible assets, net	465.5	293.7
Other assets	3.7	2.0
Total Assets	1,065.5	792.7
Current Liabilities
Accounts payable	11.4	12.3
Accrued liabilities and other	12.1	10.8
Current portion of long-term debt	5.4	4.4
Deferred machine fee revenue	2.4	0.3
Total current liabilities	31.3	27.8
Long-term debt	515.2	494.9
Deferred income taxes	110.9	69.8
Capital lease obligations	6.0	0.2
Other liabilities	2.5	3.6
Total Liabilities	665.9	596.3
Commitments and Contingencies — Note 7
Shareholders' Equity
Common stock	0.0	0.0
Additional paid-in capital	429.8	291.4
Accumulated deficit	(23.9)	(69.9)
Treasury stock, zero shares, at September 30, 2019 and 5 shares, at cost, December 31, 2018	0.0	(1.5)
Accumulated other comprehensive loss	(6.3)	(23.6)
Total Shareholders' Equity	399.6	196.4
Total Liabilities and Shareholders' Equity	1,065.5	792.7
Common Class A
Shareholders' Equity
Common stock	0.0	0.0
Common Class C
Shareholders' Equity
Common stock	$ 0.0	$ 0.0

XML

Shareholders' Equity - Narrative (Details) - $ / shares						9 Months Ended
	Jun. 03, 2019	Mar. 27, 2019	Jan. 22, 2018	Jan. 18, 2018	Jan. 17, 2018	Sep. 30, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Common stock, shares authorized (shares)						426,000,000	1,000
Common stock, par value (usd per share)							$ 0.01
Preferred stock, shares authorized (shares)						1,000,000
Preferred stock, par value (shares)						$ 0.0001
Preferred stock, shares outstanding (in shares)						0
Threshold number of days after the closing of business combination to exercise (days)						30 days
Exercise price of warrants (in usd per share)						$ 0.01
Term of warrants	5 years
Threshold number of days or prior written notice that warrants may be called for redemption (days)						30 days
Minimum share price threshold for warrants to be called (in usd per share)						$ 18.00
Threshold number of trading days price must remain above trigger price (days)						20 days
Trading period that price must remain above trigger price (days)						30 days
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (shares)						200,000,000
Common stock, par value (usd per share)						$ 0.0001
Number of securities called by each warrant (shares)						1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (shares)						25,000,000
Common stock, par value (usd per share)						$ 0.0001
Common Class C
Class of Stock [Line Items]
Common stock, shares authorized (shares)						200,000,000
Common stock, par value (usd per share)						$ 0.0001
Number of securities called by each warrant (shares)						1
Common Class A (or, at each holder’s election, Class C ordinary shares)
Class of Stock [Line Items]
Exercise price of warrants (in usd per share)						$ 11.50
IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (shares)			30,000,000
Private Placement
Class of Stock [Line Items]
Sale of stock, price per share (in usd per share)	$ 10.00
Private Placement | Common Class A (or, at each holder’s election, Class C ordinary shares)
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (shares)	15,000,000
Public Warrants | IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (shares)			15,000,000
Number of securities called by each warrant (shares)			2
Forward Purchase Warrants | Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (shares)	5,000,000
Number of securities called by each warrant (shares)	3
Private Placement Warrants | Common Class A
Class of Stock [Line Items]
Convert private placement warrants (shares)		742,926
Private Placement Warrants | Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (shares)					8,000,000
Sale of stock, price per share (in usd per share)					$ 1.00
Number of warrants canceled (shares)		7,429,256
Threshold number of days after the closing of business combination to exercise (days)				30 days
Private Placement Warrants | Private Placement | Common Class A
Class of Stock [Line Items]
Number of securities called by each warrant (shares)		0.1

XML

Derivatives Instruments - Schedule of Derivative Assets and Liabilities at Fair Value (Details) $ in Millions	Sep. 30, 2019 USD ($)
Other Assets
Derivative [Line Items]
Derivative asset, fair value	$ 0.0
Other Assets | Interest Rate Swap | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative asset, fair value	0.0
Other Assets | Interest Rate Swap | Designated as Hedging Instrument
Derivative [Line Items]
Derivative asset, fair value	0.0
Current Liabilities
Derivative [Line Items]
Derivative liability, fair value	0.4
Current Liabilities | Interest Rate Swap | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, fair value	0.0
Current Liabilities | Interest Rate Swap | Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, fair value	0.4
Non-current Liabilities
Derivative [Line Items]
Derivative liability, fair value	6.0
Non-current Liabilities | Interest Rate Swap | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, fair value	0.0
Non-current Liabilities | Interest Rate Swap | Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, fair value	$ 6.0