pack-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________

(Mark One)


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


			o			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			(I.R.S. Employer
incorporation or organization)			Identification Number)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and formal fiscal year, if changed since last report)

_______________________________________________________________

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

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 x No o

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 x No o

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	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

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. o

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

As of April 30, 2025, the registrant had 84,233,144 of its Class A common shares, $0.0001 par value per share, outstanding.

Ranpak Holdings Corp.

Quarterly Report on Form 10-Q

For the Period Ended March 31, 2025

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			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			35
Part II – Other Information			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3. Defaults Upon Senior Securities			36
Item 4. Mine Safety Disclosures			36
Item 5. Other Information			36
Item 6. Exhibits			37
Signatures			38

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Unaudited Condensed Consolidated Financial Statements

Ranpak Holdings Corp.


Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024

Unaudited Condensed Consolidated Balance Sheets – March 31, 2025 and December 31, 2024

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial Statements

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive Income (Loss)

(in millions, except share and per share data)


	Three Months Ended March 31,
	2025		2024
Net product revenue	$	77.6	$	72.5
Machine lease revenue	13.6		12.8
Net revenue	91.2		85.3
Cost of product sales	54.8		45.7
Cost of leased machines	5.5		7.3
Gross profit	30.9		32.3
Selling, general and administrative expenses	28.9		27.9
Depreciation and amortization expense	9.0		8.4
Other operating expense, net	1.0		0.8
Loss from operations	(8.0)		(4.8)
Interest expense	8.7		6.2
Foreign currency gain	(2.6)		(1.4)

Loss before income tax benefit	(14.1)		(9.6)
Income tax benefit	(3.2)		(1.5)
Net loss	$	(10.9)	$	(8.1)

Basic and diluted loss per share	$	(0.13)	$	(0.10)

Weighted average number of shares outstanding – basic and diluted	83,697,897		82,682,308

Other comprehensive income (loss), before tax
Foreign currency translation adjustments	$	(2.6)	$	(2.1)
Interest rate swap adjustments	—		(2.6)
Cross currency swap adjustments	(0.6)		—
Total other comprehensive income (loss), before tax	(3.2)		(4.7)
Provision (benefit) for income taxes related to other comprehensive income (loss)	(2.4)		0.1
Total other comprehensive income (loss), net of tax	(0.8)		(4.8)
Comprehensive loss, net of tax	$	(11.7)	$	(12.9)

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(in millions, except share data)


	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	65.5	$	76.1
Accounts receivable, net	43.0		43.9
Inventories	35.3		21.7
Income tax receivable	2.9		1.8
Prepaid expenses and other current assets	9.8		7.7
Total current assets	156.5		151.2
Property, plant and equipment, net	140.4		137.6
Operating lease right-of-use assets, net	21.6		20.9
Goodwill	448.0		443.7
Intangible assets, net	307.7		312.2
Deferred tax assets	0.1		0.1
Other assets	45.2		38.5
Total assets	$	1,119.5	$	1,104.2
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	37.1	$	26.9
Accrued liabilities and other	37.5		28.5
Current portion of long-term debt	5.7		5.6
Operating lease liabilities, current	4.1		4.0
Deferred revenue	3.3		3.4
Total current liabilities	87.7		68.4
Long-term debt	399.5		400.8
Deferred tax liabilities	59.3		62.0
Derivative instruments	6.1		1.3
Operating lease liabilities, non-current	21.5		20.8
Other liabilities	1.3		2.8
Total liabilities	575.4		556.1
Commitments and contingencies – Note 13
Shareholders’ equity
Class A common stock, $0.0001 par, 200,000,000 shares authorized at March 31, 2025 and December 31, 2024; shares issued and outstanding: 84,222,329 and 83,267,367 at March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	707.3		699.6
Accumulated deficit	(156.2)		(145.3)
Accumulated other comprehensive loss	(7.0)		(6.2)
Total shareholders’ equity	544.1		548.1
Total liabilities and shareholders’ equity	$	1,119.5	$	1,104.2

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions, except share data)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Class A
	Shares	Amount
Balance at December 31, 2024	83,267,367	$	—	$	699.6	$	(145.3)	$	(6.2)	$	548.1
Stock-based awards vested and distributed	943,902	—		(1.2)		—		—		(1.2)
Director shares issued	11,060	—		—		—		—		—
Amortization of restricted stock units	—	—		2.1		—		—		2.1
Initial vesting of common stock warrants	—	—		6.0		—		—		6.0
Provision for common stock warrants	—	—		0.8		—		—		0.8
Net loss	—	—		—		(10.9)		—		(10.9)
Other comprehensive loss	—	—		—		—		(0.8)		(0.8)
Balance at March 31, 2025	84,222,329	$	—	$	707.3	$	(156.2)	$	(7.0)	$	544.1


	Common Stock						Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class C
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	79,684,170	$	—	2,921,099	$	—	$	693.7	$	(123.8)	$	2.1	$	572.0
Stock-based awards vested and distributed	353,622	—		—	—		(0.4)		—		—		(0.4)
Director shares issued	16,110	—		—	—		—		—		—		—
Amortization of restricted stock units	—	—		—	—		1.3		—		—		1.3
Net loss	—	—		—	—		—		(8.1)		—		(8.1)
Other comprehensive income	—	—		—	—		—		—		(4.8)		(4.8)
Balance at March 31, 2024	80,053,902	$	—	2,921,099	$	—	$	694.6	$	(131.9)	$	(2.7)	$	560.0

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

(in millions)


	Three Months Ended March 31,
	2025		2024
Cash Flows from Operating Activities
Net loss	$	(10.9)	$	(8.1)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	15.1		18.8
Amortization of deferred financing costs	0.3		0.7
Loss on disposal of property, plant, and equipment	—		0.4
Deferred income taxes	(1.1)		0.2
Amortization of initial value of interest rate swap	—		(0.7)
Foreign currency gain	(2.6)		(1.4)
Stock-based compensation expense	2.1		1.3
Provision for common stock warrants	0.8		—
Amortization of cloud-based software implementation costs	0.9		0.9

SEC Form 10-Q filed by Ranpak Holdings Corp