Ranpak Holdings Corp 8-K, filed Oct 29, 2026
Ranpak Holdings Corp. (PACK)
8-K
2026-10-29
For: 2026-10-29
View Original
Added on
October 29, 2026
About this 8-K
Ranpak Holdings Corp filed this 8-K on October 29, 2026.
Ranpak Holdings Corp. reported third-quarter 2026 results: net revenue increased 2.3% to $101.9 million, net loss narrowed to $7.2 million from $10.4 million, and AEBITDA increased 5.1% to $22.5 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
FORM 8-K
________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of Report, Date of earliest event reported)
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(440 ) 354-4445
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026 , Ranpak Holdings Corp. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference. On October 29, 2026 , at 8:30 a.m. (ET), the Company will host a conference call and webcast in which its financial results for the third quarter ended September 30, 2026 will be discussed.
The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||||||||
| 99.1(*) | |||||||||||
| 104(*) | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | ||||||||||
(*)Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANPAK HOLDINGS CORP. | |||||||||||
| Date: | By: | /s/ William Drew | |||||||||
| William Drew | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Ranpak Holdings Corp. Reports Third Quarter 2026 Financial Results
•Net revenue for the third quarter increased 2.3% year over year to $101.9 million and increased 3.4% year over year on a constant currency basis
•Net loss for the third quarter of $7.2 million compared to net loss of $10.4 million for the prior year period
•Adjusted EBITDA (“AEBITDA”)(1) for the third quarter of $22.5 million, an increase of 5.1%, or $1.1 million, year over year, and up 6.1% on a constant currency basis
CONCORD TOWNSHIP, Ohio, October 29, 2026 – Ranpak Holdings Corp. (NYSE: PACK) (“Ranpak” or “the Company”), a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains, today reported its third quarter 2026 financial results.
Omar Asali, Chairman and Chief Executive Officer, commented, “We are pleased to grow our top-line and AEBITDA in the third quarter as our diversification into Automation continues to drive growth and differentiate us from our competition. Automation delivered another strong quarter with revenue growth of 26.9% year over year on a constant currency basis and excluding warrants, bringing year-to-date results in Automation up 79.4% on a constant currency basis and excluding warrants. We remain on track to have a strong year in Automation as we expect to achieve approximately $60 million in revenue and continue scaling to a level that enables us to effectively absorb our overhead and become profitable going forward. In our Protective Packaging Solutions, we continue to navigate a dynamic environment due to rising energy prices and macro uncertainty. As expected, we saw the distribution channel in North America return to growth as we lap the challenging comparisons experienced in the first half of the year and our new products gain traction, resulting in volume growth of 1.8% year over year overall in the region. After exceeding expectations in the second quarter, Europe/Asia volumes were lower by 4.9% year over year as we saw some destocking in the channel and an overall more cautious environment, but we do expect to return to growth in Europe/Asia in the fourth quarter. We continue to focus on our margin enhancement initiatives improving gross margin by 110 bps versus prior year to 35.6%, and increasing 280 bps sequentially from the second quarter driven by improvement in North America.
Together, these factors contributed to net revenue growth of 2.3%, or 3.4% on a constant currency basis, inclusive of a $1.2 million provision for warrants. AEBITDA increased $1.1 million or 5.1% to $22.5 million and was up 6.1% on a constant currency basis. Excluding the impact of warrants, AEBITDA increased 7.7% on a constant currency basis. On a year-to-date basis we have achieved net revenue growth of 8.9%, or 6.6% on a constant currency basis, inclusive of a $4.6 million provision for warrants. Year-to-date AEBITDA increased $5.3 million, or 9.6%, to $60.5 million and was up 6.0% on a constant currency basis. Excluding the impact of warrants, year-to-date AEBITDA increased 8.8% on a constant currency basis.
While volatility has stepped up markedly since the end of the second quarter, we believe we are executing well on the things that are in our control and expect to achieve our prior guidance for the year. Consistent with prior quarters we remain disciplined on cost and are focused on delivering top‑line growth while strengthening our margin profile.”
Third Quarter 2026 Highlights
(All comparisons vs. third quarter 2025, unless noted otherwise)
•Net revenue increased 2.3% year over year and increased 3.4% on a constant currency basis, including a non-cash decrease of 0.4% from the provision for warrants, which increased to a $1.2 million reduction in net revenue compared to a $0.8 million reduction in the prior year period
•Net loss of $7.2 million compared to a net loss of $10.4 million for the prior year period
•AEBITDA of $22.5 million is up 5.1% year over year and up 6.1% on a constant currency basis, including a $1.2 million non-cash reduction for warrants compared to a $0.8 million reduction in the prior year period
•PPS system placement decreased 1.9% year over year, to approximately 142.8 thousand machines as of September 30, 2026
Net revenue for the third quarter of 2026 was $101.9 million compared to $99.6 million for the third quarter of 2025, an increase of $2.3 million, or 2.3% (3.4% on a constant currency basis) and includes a non-cash reduction of $0.8 million to void-fill and $0.4 million to automation net revenue from the provision for warrants in the current period. Net revenue for the third quarter of 2025 includes a non-cash reduction of $0.8 million to void-fill from the provision for warrants. Net revenue was positively impacted by increases in automation equipment sales and wrapping, partially offset by a decrease in
1 Please refer to “Non-GAAP Financial Data” in this press release for an explanation and related reconciliation of the Company’s non-GAAP financial measures and further discussion related to certain other non-GAAP metrics included in this press release.
– 1 –
void-fill. Automation net revenue increased $2.7 million, or 22.7%, to $14.6 million from $11.9 million; wrapping increased $0.7 million, or 8.2%, to $9.2 million from $8.5 million; cushioning increased $0.1 million, or 0.3%, to $35.9 million from $35.8 million; and void-fill decreased $1.2 million, or 2.8%, to $42.2 million from $43.4 million for the third quarter of 2026 compared to the third quarter of 2025.
The increase in net revenue for the third quarter of 2026 compared to the third quarter of 2025 is quantified by a 3.5% increase in the price or mix of our paper consumable products and a 2.8% increase in automation equipment sales, partially offset by a 2.5% decrease in the volume of sales of our paper consumable products, a 1.1% decrease from foreign currency fluctuations, and a 0.4% reduction from an increase in the non-cash provision for warrants.
The following table presents the non-cash impact that the Company’s outstanding warrants had on the Company’s results of operations during the third quarter of 2026 and 2025, respectively:
| Three Months Ended September 30, | % Change Related to Non-cash Impact of Warrants(2) | ||||||||||||||||||||||||||||
| ($ amounts in millions) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||
| Net revenue | $ | 101.9 | $ | 99.6 | 2.3 | % | (0.4) | % | |||||||||||||||||||||
| Gross profit | $ | 36.3 | $ | 34.4 | 5.5 | % | (1.0) | % | |||||||||||||||||||||
| Gross margin | 35.6 | % | 34.5 | % | |||||||||||||||||||||||||
AEBITDA(1) | $ | 22.5 | $ | 21.4 | 5.1 | % | (1.6) | % | |||||||||||||||||||||
AEBITDA(1) Margin | 22.1 | % | 21.5 | % | |||||||||||||||||||||||||
(1)Please refer to “Non-GAAP Financial Data” in this press release for an explanation and related reconciliation of the Company’s non-GAAP financial measures and further discussion related to certain other non-GAAP metrics included in this press release.
(2)The non-cash reduction in revenue from warrants was $1.2 million and $0.8 million in the third quarter of 2026 and 2025, respectively.
Year-to-Date Highlights
(All comparisons vs. nine months ended September 30, 2025, unless noted otherwise)
•Net revenue increased 8.9% year over year and increased 6.6% on a constant currency basis, including a non-cash decrease of 0.5% from the provision for warrants, which increased to a $4.6 million reduction in net revenue compared to a $2.8 million reduction in the prior year period
•Net loss of $25.3 million compared to a net loss of $28.8 million for the prior year period
•AEBITDA of $60.5 million is up 9.6% year over year, compared to $55.2 million in the prior year period, and up 6.0% on a constant currency basis, including a $4.6 million non-cash reduction for warrants compared to a $2.8 million reduction in the prior year period
Balance Sheet and Liquidity
Ranpak completed the third quarter of 2026 with a strong liquidity position, including a cash balance of $53.4 million, no borrowings on its $50.0 million revolving credit facility, which matures in December 2029, and $2.9 million committed to outstanding letters of credit, leaving net availability of $47.1 million under the revolving credit facility. As of September 30, 2026, the Company had $402.8 million outstanding under its U.S. dollar-denominated first lien term facility, which matures in December 2031.
The following table presents Ranpak’s installed base of PPS systems by product line as of September 30, 2026 and 2025:
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| PPS Systems | (in thousands) | ||||||||||||||||||||||
| Cushioning | 33.6 | 34.4 | (0.8) | (2.3) | |||||||||||||||||||
| Void-Fill | 87.1 | 88.2 | (1.1) | (1.2) | |||||||||||||||||||
| Wrapping | 22.1 | 23.0 | (0.9) | (3.9) | |||||||||||||||||||
| Total | 142.8 | 145.6 | (2.8) | (1.9) | |||||||||||||||||||
Conference Call Information
The Company will host a conference call and webcast at 8:30 a.m. (ET) on Thursday, October 29, 2026. The conference call and earnings presentation will be webcast live at the following link: https://events.q4inc.com/attendee/160072150. Investors who cannot access the webcast may listen to the conference call live via telephone by dialing (833) 461-5787 and use the Conference ID: 160072150. A replay will be archived on the Company’s website following completion of the call.
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Cautionary Notice Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not historical facts are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this news release include, for example, statements about our expectations around the future performance of the business, including our forward-looking guidance.
The forward-looking statements contained in this news release are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (i) our inability to secure a sufficient supply of paper to meet our production requirements; (ii) the impact of rising prices on production inputs, including labor, energy, and freight on our results of operations; (iii) the impact of the price of kraft paper on our results of operations; (iv) our reliance on third party suppliers; (v) geopolitical conflicts and other social and political unrest or potential tariffs on the import of goods; (vi) the high degree of competition and continued consolidation in the markets in which we operate; (vii) consumer sensitivity to increases in the prices of our products, changes in consumer preferences with respect to paper products generally or customer inventory rebalancing; (viii) economic, competitive and market conditions generally, including macroeconomic uncertainty, the impact of inflation, and variability in energy, freight, labor and other input costs; (ix) the loss of certain customers; (x) our failure to develop new products that meet our sales or margin expectations or the failure of those products to achieve market acceptance; (xi) our ability to achieve our environmental, social and governance (“ESG”) goals and maintain the sustainable nature of our product portfolio and fulfill our obligations under new disclosure regimes relating to ESG matters and evolving ESG standards; (xii) our future operating results fluctuating, failing to match performance or to meet expectations; (xiii) our ability to fulfill our public company obligations; and (xiv) other risks and uncertainties indicated from time to time in filings made with the SEC.
Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.
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Ranpak Holdings Corp.
Unaudited Condensed Consolidated Statements of Operations
and Comprehensive Loss
(in millions, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net product revenue | $ | 83.1 | $ | 83.6 | $ | 251.3 | $ | 239.0 | |||||||||||||||||||||||||||
| Machine lease revenue | 18.8 | 16.0 | 57.0 | 44.1 | |||||||||||||||||||||||||||||||
| Net revenue | 101.9 | 99.6 | 308.3 | 283.1 | |||||||||||||||||||||||||||||||
| Cost of product sales | 59.4 | 57.6 | 183.3 | 168.9 | |||||||||||||||||||||||||||||||
| Cost of leased machines | 6.2 | 7.6 | 19.3 | 20.0 | |||||||||||||||||||||||||||||||
| Gross profit | 36.3 | 34.4 | 105.7 | 94.2 | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 25.7 | 29.6 | 82.5 | 87.3 | |||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 8.8 | 9.2 | 26.4 | 27.0 | |||||||||||||||||||||||||||||||
| Other operating expense, net | 1.8 | 1.3 | 3.0 | 3.3 | |||||||||||||||||||||||||||||||
| Loss from operations | — | (5.7) | (6.2) | (23.4) | |||||||||||||||||||||||||||||||
| Interest expense | 8.7 | 8.7 | 25.4 | 25.7 | |||||||||||||||||||||||||||||||
| Foreign currency loss (gain) | 0.3 | 0.2 | 1.8 | (5.0) | |||||||||||||||||||||||||||||||
| Other non-operating expense (income), net | — | — | 0.1 | (5.9) | |||||||||||||||||||||||||||||||
| Loss before income tax benefit | (9.0) | (14.6) | (33.5) | (38.2) | |||||||||||||||||||||||||||||||
| Income tax benefit | (1.8) | (4.2) | (8.2) | (9.4) | |||||||||||||||||||||||||||||||
| Net loss | $ | (7.2) | $ | (10.4) | $ | (25.3) | $ | (28.8) | |||||||||||||||||||||||||||
| Basic and diluted loss per share | $ | (0.08) | $ | (0.12) | $ | (0.30) | $ | (0.34) | |||||||||||||||||||||||||||
| Weighted average number of shares outstanding – basic and diluted | 85,765,818 | 84,363,456 | 85,415,388 | 84,114,278 | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | $ | (1.0) | $ | 0.8 | $ | (1.6) | $ | (6.4) | |||||||||||||||||||||||||||
| Cross-currency swap adjustments | (0.1) | 0.1 | (0.1) | (1.1) | |||||||||||||||||||||||||||||||
| Total other comprehensive (loss) income, before tax | (1.1) | 0.9 | (1.7) | (7.5) | |||||||||||||||||||||||||||||||
| Provision (benefit) for income taxes related to other comprehensive (loss) income | — | 0.2 | 1.1 | (6.8) | |||||||||||||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | (1.1) | 0.7 | (2.8) | (0.7) | |||||||||||||||||||||||||||||||
| Comprehensive loss, net of tax | $ | (8.3) | $ | (9.7) | $ | (28.1) | $ | (29.5) | |||||||||||||||||||||||||||
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Ranpak Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(in millions, except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 53.4 | $ | 63.0 | |||||||
| Accounts receivable, net | 43.8 | 47.7 | |||||||||
| Inventories | 29.1 | 30.6 | |||||||||
| Income tax receivable | 7.4 | 1.9 | |||||||||
| Prepaid expenses and other current assets | 11.2 | 10.6 | |||||||||
| Total current assets | 144.9 | 153.8 | |||||||||
| Property, plant and equipment, net | 134.7 | 138.7 | |||||||||
| Operating lease right-of-use assets, net | 23.0 | 24.0 | |||||||||
| Goodwill | 453.1 | 457.2 | |||||||||
| Intangible assets, net | 268.1 | 291.8 | |||||||||
| Deferred tax assets | 0.4 | 0.4 | |||||||||
| Other assets | 67.7 | 59.0 | |||||||||
| Total assets | $ | 1,091.9 | $ | 1,124.9 | |||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 31.9 | $ | 36.7 | |||||||
| Accrued liabilities and other | 24.1 | 23.9 | |||||||||
| Current portion of long-term debt | 9.0 | 5.5 | |||||||||
| Operating lease liabilities, current | 4.4 | 3.9 | |||||||||
| Deferred revenue | 11.6 | 14.0 | |||||||||
| Total current liabilities | 81.0 | 84.0 | |||||||||
| Long-term debt | 399.1 | 396.4 | |||||||||
| Deferred tax liabilities | 48.0 | 50.7 | |||||||||
| Derivative instruments | 25.9 | 33.4 | |||||||||
| Operating lease liabilities, non-current | 22.4 | 24.2 | |||||||||
| Other liabilities | 1.6 | 1.3 | |||||||||
| Total liabilities | 578.0 | 590.0 | |||||||||
| Shareholders' equity | |||||||||||
| Class A common stock, $0.0001 par, 200,000,000 shares authorized at September 30, 2026 and December 31, 2025; shares issued and outstanding: 85,772,628 and 84,385,870 at September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Additional paid-in capital | 729.4 | 722.3 | |||||||||
| Accumulated deficit | (208.9) | (183.6) | |||||||||
| Accumulated other comprehensive loss | (6.6) | (3.8) | |||||||||
| Total shareholders' equity | 513.9 | 534.9 | |||||||||
| Total liabilities and shareholders' equity | $ | 1,091.9 | $ | 1,124.9 | |||||||
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Ranpak Holdings Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net loss | $ | (25.3) | $ | (28.8) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 48.6 | 49.7 | |||||||||
| Amortization of deferred financing costs | 1.0 | 0.9 | |||||||||
| Loss on disposal of property, plant, and equipment | 0.6 | 0.2 | |||||||||
| Deferred income taxes | (3.2) | — | |||||||||
| Foreign currency loss (gain) | 1.8 | (5.0) | |||||||||
| Stock-based compensation expense | 3.7 | 6.2 | |||||||||
| Provision for common stock warrants | 4.6 | 2.8 | |||||||||
| Amortization of cloud-based software implementation costs | 3.2 | 3.0 | |||||||||
| Unrealized gain on strategic investments | — | (5.8) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 3.0 | 0.5 | |||||||||
| Inventories | 1.1 | (13.2) | |||||||||
| Income tax receivable | (5.8) | (8.1) | |||||||||
| Prepaid expenses and other current assets | (1.4) | 4.5 | |||||||||
| Accounts payable | (4.2) | 6.8 | |||||||||
| Accrued liabilities and other | 0.9 | (7.4) | |||||||||
| Change in other assets and liabilities | (3.8) | (2.7) | |||||||||
| Net cash provided by operating activities | 24.8 | 3.6 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Purchases of converter equipment | (17.2) | (21.6) | |||||||||
| Purchases of other property, plant, and equipment | (8.0) | (3.5) | |||||||||
| Cash paid for strategic investments | (10.0) | (2.5) | |||||||||
| Net cash used in investing activities | (35.2) | (27.6) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Principal payments on term loans | (3.1) | (3.1) | |||||||||
| Proceeds from financing arrangements | 9.3 | 1.1 | |||||||||
| Payments on financing arrangements | (2.4) | (0.7) | |||||||||
| Payments on finance lease liabilities | (1.3) | (1.8) | |||||||||
| Other financing activities, net | (0.7) | (0.8) | |||||||||
| Net cash provided by (used in) financing activities | 1.8 | (5.3) | |||||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | (1.0) | 3.1 | |||||||||
| Net Decrease in Cash and Cash Equivalents | (9.6) | (26.2) | |||||||||
| Cash and Cash Equivalents, beginning of period | 63.0 | 76.1 | |||||||||
| Cash and Cash Equivalents, end of period | $ | 53.4 | $ | 49.9 | |||||||
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Non-GAAP Measures
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA (“AEBITDA”)
Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA (“AEBITDA”), which are non-GAAP financial measures, 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 AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. We believe that EBITDA and AEBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
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.
AEBITDA 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; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.
We reconcile this data to our GAAP data for the same periods presented.
Constant Currency
We operate globally, and a substantial portion of our net revenue and operations is denominated in foreign currencies, primarily the Euro. We calculate the year-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year results. These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.
In calculating the Constant Currency (Non-GAAP) % Change, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Cautionary Notice Regarding Non-GAAP Measures
Non-GAAP measures, such as EBITDA, AEBITDA, and constant currency change, 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, non-GAAP financial measures 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 AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;
•EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
•AEBITDA does not consider the potentially dilutive impact of stock-based compensation, and in certain periods, other income and expense items, such as restructuring and integration costs;
•constant currency change measures exclude the foreign currency exchange rate impact on our foreign operations; and
•other companies, including companies in our industry, may calculate EBITDA, AEBITDA, and constant currency change differently, which reduces their usefulness as comparative measures.
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Ranpak Holdings Corp.
Non-GAAP Financial Data
Reconciliation and Comparison of GAAP Statement of Income Data to Non-GAAP EBITDA and AEBITDA
For the Third Quarter of 2026 and 2025 (in millions)
Please refer to our discussion and definitions of Non-GAAP financial measures
Dollar amounts are presented in millions. “NM” represents “not meaningful.”
| Three Months Ended September 30, | Constant Currency (Non-GAAP) % Change (5) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net loss | $ | (7.2) | $ | (10.4) | $ | 3.2 | (30.8) | (30.8) | |||||||||||||||||||||
| Depreciation and amortization expense – COS | 7.2 | 8.6 | (1.4) | (16.3) | |||||||||||||||||||||||||
| Depreciation and amortization expense – D&A | 8.8 | 9.2 | (0.4) | (4.3) | |||||||||||||||||||||||||
| Interest expense | 8.7 | 8.7 | — | — | |||||||||||||||||||||||||
| Income tax benefit | (1.8) | (4.2) | 2.4 | (57.1) | |||||||||||||||||||||||||
EBITDA(1) | 15.7 | 11.9 | 3.8 | 31.9 | 32.8 | ||||||||||||||||||||||||
Adjustments(2): | |||||||||||||||||||||||||||||
| Foreign currency loss | 0.3 | 0.2 | 0.1 | 50.0 | |||||||||||||||||||||||||
| Non-cash impairment losses | 1.0 | — | 1.0 | NM | |||||||||||||||||||||||||
| M&A, restructuring, severance | 2.8 | 5.1 | (2.3) | (45.1) | |||||||||||||||||||||||||
| Stock-based compensation expense | 1.2 | 2.1 | (0.9) | (42.9) | |||||||||||||||||||||||||
Amortization of cloud-based software implementation costs(3) | 1.0 | 1.1 | (0.1) | (9.1) | |||||||||||||||||||||||||
Cloud-based software implementation costs(4) | 0.3 | 0.2 | 0.1 | 50.0 | |||||||||||||||||||||||||
| SOX remediation costs | — | 0.6 | (0.6) | (100.0) | |||||||||||||||||||||||||
| Other adjustments | 0.2 | 0.2 | — | — | |||||||||||||||||||||||||
AEBITDA(1) | $ | 22.5 | $ | 21.4 | $ | 1.1 | 5.1 | 6.1 | |||||||||||||||||||||
(see subsequent footnotes)
(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.
(2)Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.
(3)Represents amortization of capitalized costs primarily related to the implementation of the global ERP system, which are included in SG&A.
(4)Third-party professional services and consulting fees related to post-implementation system remediation.
(5)The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the prior year period, which in this case was 1 Euro to 1.1688 USD. Refer to further discussion in “Non-GAAP Measures.”
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Ranpak Holdings Corp.
Non-GAAP Financial Data
Reconciliation and Comparison of GAAP Statement of Income Data to Non-GAAP EBITDA and AEBITDA
For the Nine Months Ended September 30, 2026 and 2025 (in millions)
Please refer to our discussion and definitions of Non-GAAP financial measures
Dollar amounts are presented in millions. “NM” represents “not meaningful.”
| Nine Months Ended September 30, | Constant Currency (Non-GAAP) % Change (6) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net loss | $ | (25.3) | $ | (28.8) | $ | 3.5 | (12.2) | (13.2) | |||||||||||||||||||||
| Depreciation and amortization expense – COS | 22.2 | 22.7 | (0.5) | (2.2) | |||||||||||||||||||||||||
| Depreciation and amortization expense – D&A | 26.4 | 27.0 | (0.6) | (2.2) | |||||||||||||||||||||||||
| Interest expense | 25.4 | 25.7 | (0.3) | (1.2) | |||||||||||||||||||||||||
| Income tax benefit | (8.2) | (9.4) | 1.2 | (12.8) | |||||||||||||||||||||||||
EBITDA(1) | 40.5 | 37.2 | 3.3 | 8.9 | 7.0 | ||||||||||||||||||||||||
Adjustments(2): | |||||||||||||||||||||||||||||
| Foreign currency loss (gain) | 1.8 | (5.0) | 6.8 | (136.0) | |||||||||||||||||||||||||
| Non-cash impairment losses | 1.0 | 0.2 | 0.8 | 400.0 | |||||||||||||||||||||||||
| M&A, restructuring, severance | 8.8 | 11.6 | (2.8) | (24.1) | |||||||||||||||||||||||||
| Stock-based compensation expense | 3.7 | 6.2 | (2.5) | (40.3) | |||||||||||||||||||||||||
Amortization of cloud-based software implementation costs(3) | 3.2 | 3.0 | 0.2 | 6.7 | |||||||||||||||||||||||||
Cloud-based software implementation costs(4) | 1.0 | 1.6 | (0.6) | (37.5) | |||||||||||||||||||||||||
| SOX remediation costs | 0.1 | 1.5 | (1.4) | (93.3) | |||||||||||||||||||||||||
| Unrealized gain on strategic investments | — | (5.8) | 5.8 | (100.0) | |||||||||||||||||||||||||
Other adjustments(5) | 0.4 | 4.7 | (4.3) | (91.5) | |||||||||||||||||||||||||
AEBITDA(1) | $ | 60.5 | $ | 55.2 | $ | 5.3 | 9.6 | 6.0 | |||||||||||||||||||||
(see subsequent footnotes)
(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.
(2)Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.
(3)Represents amortization of capitalized costs primarily related to the implementation of the global ERP system, which are included in SG&A.
(4)Third-party professional services and consulting fees related to post-implementation system remediation.
(5)In the nine months ended September 30, 2025, ‘Other adjustments’ includes non-recurring warehouse and transitory costs incurred related to conversion services, non-recurring excess above market procurement costs, and other insignificant items. Other adjustments for the nine months ended September 30, 2026 are comprised of individually insignificant items.
(6)The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the prior year period, which in this case was 1 Euro to 1.1182 USD. Refer to further discussion in “Non-GAAP Measures.”
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