SEC Info - Ranpak Holdings Corp. - ‘10-K’ for 12/31/19

Paper revenue

i 136.5

i 88.5

i 218.1

i 203.0

Machine lease revenue

i 22.5

i 14.7

i 38.7

i 34.4

Other revenue

i 4.1

i 3.2

i 11.1

i 6.7

Net sales

i 163.1

i 106.4

i 267.9

i 244.1

Cost of sales

i 97.4

i 61.2

i 153.3

i 131.7

Gross Profit

i 65.7

i 45.2

i 114.6

i 112.4

Selling, general and administrative

i 37.7

i 23.8

i 53.2

i 46.3

Transaction costs

i 0.3

i 7.4

i 3.3

i 0.4

Depreciation and amortization

i 17.2

i 17.7

i 43.2

i 41.9

Other operating expense (income), net

i 2.4

i 2.2

i 3.9

( i 7.4

)

Income (loss) from operations

i 8.1

( i 5.9

)

i 11.0

i 31.2

Interest expense

i 27.3

i 20.2

i 30.9

i 30.7

Foreign currency (gain) loss

i 0.7

( i 2.2

)

( i 4.2

)

i 14.2

Loss before income taxes

( i 19.9

)

( i 23.9

)

( i 15.7

)

( i 13.7

)

Income tax benefit

( i 2.7

)

( i 4.9

)

( i 7.1

)

( i 41.4

)

Net income (loss)

( i 17.2

)

( i 19.0

)

( i 8.6

)

i 27.7

Other comprehensive income (loss):

Foreign currency translation adjustments

i 1.7

( i 4.0

)

( i 7.4

)

i 21.5

Interest rate swap hedge adjustment

i 1.7

i —

Comprehensive income (loss)

( i 13.8

)

( i 23.0

)

( i 16.0

)

i 49.2

Net income (loss) per share—basic and diluted

Net income (loss) per share

( i 19,195.40

)

( i 8,697.61

)

i 27,801.44

Weighted-average shares outstanding

i 995

Two-class method

Net loss per common stock, Class A and C-basic and diluted

( i 0.31

)

Weighted average number of Class A and C common stock outstanding, basic and diluted

i 55,392,201

__________

See notes to consolidated financial statements.

F-2

RANPAK HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)



	Successor			Predecessor
	December 31, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	i 19.7		$	i 17.5
Receivables, net of allowance for doubtful accounts of $0.2 in 2019 and 2018	i 36.1			i 31.5
Inventories, net of inventory reserves of $0.3 in 2019 and 2018	i 11.6			i 11.8
Income tax receivable	i 1.5			i 3.4
Prepaid expenses and other current assets	i 2.5			i 4.1
Total current assets	i 71.4			i 68.3

Property, plant and equipment, net	i 122.5			i 73.0
Goodwill	i 448.8			i 355.7
Intangible assets, net	i 458.6			i 293.7
Other assets	i 3.1			i 2.0
Total Assets	$	i 1,104.4		$	i 792.7

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	i 12.3		$	i 12.3
Accrued liabilities and other	i 15.5			i 10.8
Current portion of long-term debt	i 1.6			i 4.4
Deferred machine fee revenue	i 2.5			i 0.3
Total current liabilities	i 31.9			i 27.8

Long-term debt	i 418.8			i 494.9
Deferred income taxes	i 115.0			i 69.8
Derivative instruments	i 4.6			i 0.2
Other liabilities	i 2.3			i 3.6
Total Liabilities	i 572.6			i 596.3

Commitments and Contingencies — Note 15	i			i
Shareholders' Equity
Common stock, $0.01 par; 1,000 shares authorized; 995 shares issued and outstanding at December 31, 2018	i —			i —
Class A common stock, $0.0001 par; 200,000,000 shares authorized, 64,293,741 shares issued and outstanding at December 31, 2019	i —			i —
Class C common stock, $0.0001 par value, 200,000,000 shares authorized, 6,511,293 issued and outstanding at December 31, 2019	i —			i —
Additional paid-in capital	i 557.5			i 291.4
Accumulated deficit	( i 29.1		)	( i 69.9		)
Treasury stock, zero shares, at December 31, 2019 and 5 shares, at cost, December 31, 2018	i —			( i 1.5		)
Accumulated other comprehensive income (loss)	i 3.4			( i 23.6		)
Total Shareholders' Equity	i 531.8			i 196.4

Total Liabilities and Shareholders' Equity	$	i 1,104.4		$	i 792.7

__________

See notes to consolidated financial statements.

F-3

RANPAK HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY - SUCCESSOR

(in millions, except share data)

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

Amount

Balance at June 3, 2019

i 2,770,967

i —

i 11,250,000

i —

i 16.9

( i 11.9

)

i —

i 5.0

Forward Purchase Shares

i 15,000,000

i —

—

i —

Additional Shares Purchased

i 16,149,317

i —

—

i —

Conversion of Forward Purchase & Additional Shares

( i 31,149,317

)

i —

i 25,454,282

i —

i 5,695,035

i —

i 267.0

—

i 267.0

Shares Canceled

( i 3,854,664

)

i —

( i 33.0

)

—

( i 33.0

)

Convert Class B

( i 7,395,336

)

i —

i 6,663,953

i —

i 731,383

i 63.4

—

i 63.4

Convert Public Shares

i 14,581,346

i —

i 125.0

—

i 125.0

Convert Private Placement Warrants

i 658,051

i —

i 84,875

i —

i 6.4

—

i 6.4

Issue Director Shares

i 13,032

i —

i 0.1

—

i 0.1

Public Shares Redeemed

( i 2,770,967

)

i —

—

i —

Issue restricted stock units

i 1.7

—

i 1.7

Stock offering

i 16,923,077

i —

i 110.0

—

i 110.0

Foreign currency translation

—

i 1.7

Interest rate swap hedge

—

i 1.7

Net loss

—

( i 17.2

)

—

( i 17.2

)

Balance at December 31, 2019

i —

i 64,293,741

i —

i 6,511,293

i —

i 557.5

( i 29.1

)

i 3.4

i 531.8

__________

See notes to consolidated financial statements.

F-4

RANPAK HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY - PREDECESSOR

(in millions, except share data)

Common Stock

Amount

Additional Paid-In Capital

Accumulated Deficit

Treasury Stock

Accumulated Other Comprehensive Loss

Total Shareholders' Equity

Balance at December 31, 2016

i 1,000

i —

i 291.4

( i 89.0

)

i —

( i 37.8

)

i 164.6

Net income

i 27.7

Foreign currency translation

i 21.5

Purchase of treasury stock

( i 5)

( i 1.5

)

( i 1.5

)

Balance at December 31, 2017

i 995

i —

i 291.4

( i 61.3

)

( i 1.5

)

( i 16.3

)

i 212.3

Net loss

( i 8.6

)

( i 8.6

)

Foreign currency translation

( i 7.4

)

( i 7.4

)

Balance at December 31, 2018

i 995

i —

i 291.4

( i 69.9

)

( i 1.5

)

( i 23.6

)

i 196.4

Net loss

( i 19.0

)

( i 19.0

)

Foreign currency translation

( i 4.0

)

( i 4.0

)

Balance at June 2, 2019

i 995

i —

i 291.4

( i 88.9

)

( i 1.5

)

( i 27.6

)

i 173.4

__________

See notes to consolidated financial statements.

F-5

RANPAK HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Successor

Predecessor

Cash Flows from Operating Activities

Net income (loss)

( i 17.2

)

( i 19.0

)

( i 8.6

)

i 27.7

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

i 31.7

i 26.6

i 64.5

i 61.1

Amortization of deferred financing costs

i 3.2

i 7.5

i 2.6

i 4.5

Loss on disposal of fixed assets

i 1.5

i 1.0

i 1.8

i 1.1

Deferred income taxes

( i 8.0

)

( i 7.2

)

( i 14.0

)

( i 52.2

)

Loss (gain) on derivative contract

i 6.8

i —

( i 0.6

)

( i 2.7

)

Currency (gain)/loss on foreign denominated debt and notes payable

i 0.7

( i 2.4

)

( i 4.2

)

i 14.2

Amortization of restricted stock units

i 1.7

i —

Contingent liability related to earn-out provision

( i 1.2

)

i —

i 2.6

i —

Changes in operating assets and liabilities:

(Increase) decrease in receivables, net

( i 7.6

)

i 3.5

( i 1.9

)

( i 9.0

)

(Increase) decrease in inventory

i 4.5

( i 1.3

)

i 0.3

( i 4.8

)

(Increase) decrease in prepaid expenses and other assets

( i 0.1

)

i 2.7

( i 0.5

)

i 2.5

(Increase) decrease in other assets

i 0.2

( i 1.3

)

i 0.5

( i 1.2

)

Increase (decrease) in accounts payable

( i 13.5

)

( i 2.8

)

( i 1.2

)

i 2.6

Increase in accrued liabilities

i 6.8

i 7.1

i —

i 2.9

Increase (decrease) in other liabilities

i 0.1

i 2.3

i 0.7

( i 0.5

)

Net cash provided by operating activities

i 9.6

i 16.7

i 42.0

i 46.2

Cash Flows from Investing Activities

Capital expenditures:

Converter equipment

( i 16.5

)

( i 9.9

)

( i 21.8

)

( i 22.8

)

Other capital expenditures

( i 2.7

)

( i 0.6

)

( i 3.0

)

( i 4.2

)

Total capital expenditures

( i 19.2

)

( i 10.5

)

( i 24.8

)

( i 27.0

)

Cash paid for acquisitions

( i 945.6

)

i —

( i 1.6

)

Cash withdrawn from trust account

i 308.1

i —

Patent and trademark expenditures

( i 0.4

)

( i 0.3

)

( i 0.5

)

( i 0.5

)

Net cash used in investing activities

( i 657.1

)

( i 10.8

)

( i 25.3

)

( i 29.1

)

Cash Flows from Financing Activities

Proceeds from issuance of term loans and credit facility

i 534.6

i —

i 45.0

Proceeds from sale of common stock

i 424.7

i —

Shares subject to Redemption

( i 158.3

)

i —

Financing costs of debt facilities

( i 12.6

)

i —

( i 0.7

)

Payments on term loans and credit facility

( i 107.7

)

( i 14.4

)

( i 6.6

)

( i 56.9

)

Payment of deferred registration costs

( i 11.3

)

i —

Contingent liability payment

i —

( i 1.1

)

i —

Repurchase of common stock

i —

( i 1.6

)

Payments of promissory note

( i 4.0

)

i —

Net cash provided by (used in) financing activities

i 665.4

( i 14.4

)

( i 7.7

)

( i 14.2

)

Effect of Exchange Rate Changes on Cash

i 0.1

/\=-]

i 1.2

( i 0.1

)

i 0.4

Net (Decrease) Increase in Cash and Cash Equivalents

i 18.0

( i 7.3

)

i 8.9

i 3.3

Cash and Cash Equivalents, beginning of period

i 1.7

i 17.5

i 8.6

i 5.3

Cash and Cash Equivalents, end of period

i 19.7

i 10.2

i 17.5

i 8.6

__________

See notes to consolidated financial statements.

F-6

RANPAK HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

Note 1 — i Nature of Operations

Ranpak Holdings Corp. (formerly known as One Madison Corporation) 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. Throughout this report, when we refer to "Ranpak," the "Company," "we," "our," or "us," we are referring to Ranpak Holdings Corp. and all of our subsidiaries, except where the context indicates otherwise.

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 8 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.

F-7

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

Basis of Presentation —The accompanying consolidated financial statements are presented in U.S dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with instructions to Form 10-K and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to annual financial information.

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 i 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 8 "Acquisitions").

i Principles of Consolidation—The 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 and certain immaterial prior year amounts have been reclassified consistent with current year presentation. All amounts are in millions, except machine counts, share and per share amounts and are approximate due to rounding.

Use of Estimates—The preparation of 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. These estimates include, among other items, assessing the collectability of receivables, asset retirement obligations, the use and recoverability of inventory, the estimation of fair value of financial instruments, the estimation of fair value of acquired assets and liabilities in a business combination and related purchase price allocation, assumptions used in the calculation of income taxes, useful lives and recoverability of tangible assets and goodwill and other intangible assets, costs for incentive compensation and accruals for commitments and contingencies. We review these estimates and assumptions periodically using historical experience and other factors and reflect the effects of any revisions in the Consolidated Financial Statements in the period we determine any revisions to be necessary. Actual results could differ from these estimates and such differences could be material.

Revenue Recognition—Beginning in the first quarter of 2019, the Company adopted a new revenue recognition standard. The new standard requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. Refer to the “New Accounting Standards,” section below for more information.

Revenue from contracts with customers is recognized using a five-step model consisting of the following: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. Performance obligations are satisfied when the Company transfers control of a good or service to a customer, which can occur over time or at a point in time. The amount of revenue recognized is based on the consideration to which the Company expects to be entitled in exchange for those goods or services, including the expected value of variable consideration. The customer’s ability and intent to pay the transaction price is assessed in determining whether a contract exists with the customer. If collectability of substantially all of the consideration in a contract is not probable, consideration received is not recognized as revenue unless the consideration is nonrefundable and the Company no longer has an obligation to transfer additional goods or services to the customer or collectability becomes probable.

F-8

Line Automation. The Void-Fill protective systems convert paper to fill empty spaces in secondary packages and protect objects. The Cushioning protective systems convert paper into cushioning pads. The Wrapping protective systems create pads or paper mesh to securely wrap and protect fragile items as well as to line boxes and provide separation when shipping multiple objects. Ranpak Automation is focused on highly automated, integrated systems for high-volume end-users. These systems are designed to help optimize the use of in-the-box packaging for these end-users, while fully automating their end of line packaging operations to improve speed and efficiency of operations. Our Ranpak Automation line enables end-users to optimize carton size to fit contents, apply glued lids to the box, and automatically place cushioning liners within boxes.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the Consolidated Statements of Operations.

Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were approximately i 11.3%, i 11.3%, i 9.5%, and i 8.2% of sales in Successor period, the Predecessor period, and the years ended 2018 and 2017, respectively. Refer to Note 4, "Revenue Recognition, Contracts with Customers," of the Notes to consolidated financial statements for further discussion of revenue.

Assets recognized for the costs to obtain or fulfill a contract.

Shipping and Handling Costs—Costs incurred for the transfer and delivery of goods to customers are billed to customers and recorded as a component of cost of sales. Shipping and Handling cost totaled $ i 2.1 million, $ i 1.3 million, $ i 4.6 million and $ i 3.3 million for the Successor period, the Predecessor period, and the years ended December 31, 2018 and 2017, respectively.

i Advertising Costs—Advertising cost includes cost associated with trade shows. We expense advertising costs as incurred within Selling, general and administrative expenses. Advertising cost totaled $ i 0.2 million, $ i 0.3 million, $ i 0.6 million, and $ i 0.2 million for the Successor period, the Predecessor period, and the years ended December 31, 2018 and 2017, respectively.

i Research and Development Costs—We expense research and development costs as incurred. Research and development costs totaled $ i 0.9 million, $ i 1.2 million, $ i 2.4 million, and $ i 2.2 million for the Successor period, the Predecessor period, and the years ended December 31, 2018 and 2017, respectively, and are included in Other operating expense (income), net.

Cash and Cash Equivalents— Cash and cash equivalents include securities with original maturities of three months or less and cash in bank.

Accounts Receivable—The Company provides credit in the normal course of business to its customers and does not require collateral. Trade receivables, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts and sales returns and allowances. The valuation reserve is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt, or, if later, as proscribed by statutory regulations.

Inventories—Inventories consist of unprocessed and finished paper and are stated at the lower of cost or net realizable value. Cost for all inventories is determined using the first-in, first-out method applied on a consistent basis. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value.

F-9

Property, Plant and Equipment—Property, plant, and equipment, including amounts under capital lease, are stated at cost less accumulated depreciation. Renewals and betterments that substantially extend the useful life of an asset are capitalized and depreciated. Leasehold improvements are depreciated over the lesser of the useful life of the asset or the applicable lease term.

Depreciation and amortization are computed using the straight-line method over the estimated useful lives as follows:



		Estimated Useful Lives
Buildings and improvements		2 to 20 years
Machinery and equipment		2 to 10 years
Converting machines		3 to 5 years
Computer and office equipment		2 to 10 years
Assets under capital lease		3 years

Goodwill—Goodwill is not subject to amortization but is tested for impairment annually as of October 1, through a qualitative or quantitative assessment and when events and circumstances indicate that the estimated fair value of a reporting unit may no longer exceed its carrying value. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Identifiable intangible assets consist primarily of patents, customer/distributor relationships, and trademarks. We amortize finite lived identifiable assets over the shorter of their stated or statutory duration or their estimated useful lives, generally ranging from i 10 to i 15 years, on a straight-line basis and periodically review them for impairment. Trademarks are accounted for as indefinite-lived intangible assets and, accordingly, are not subject to amortization.

We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. See Note 9, “Goodwill, Long-Lived and Identifiable Intangible Assets, Net” of the Notes to Consolidated Financial Statements for further details.

See Note 9, “Goodwill, Long-Lived and Identifiable Intangible Assets, Net,” of the Notes to consolidated financial statements for further details.

F-10

See Note 11, "Derivative Instruments," of the Notes to consolidated financial statements for further details.

Foreign Currency—The nature of business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The functional currency of the Company’s operating subsidiaries outside the U.S. is the applicable local currency. For those operations, assets and liabilities are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated into U.S. dollars using average monthly exchange rates.

Commitments and Contingencies, Litigation—On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred.

Share-Based Incentive Compensation—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. See Note 16, “Stock Based Compensation,” of the Notes to the consolidated financial statements for further information on this plan.

We record share-based compensation awards exchanged for employee services at fair value on the date of grant and record the expense for these awards in cost of sales and in selling, general and administrative expense, as applicable, on our Consolidated Statements of Operations over the requisite employee service period. Share-based incentive compensation expense includes actual forfeitures incurred. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.

Employee Benefit Plans—The Company’s U.S. employees participate in a defined contribution plan and health and life insurance plans sponsored by the Company. A Company subsidiary, Ranpak B.V., participates in a multiemployer benefit plan, Corporate Pension Fund for Cardboard and Flexible Packaging Business (“the B.V. Plan”), in the Netherlands, which provides retirement benefits to all Ranpak B.V. employees. As a participant in the multi-employer benefit plan, the Company recognizes as expense in each period for the required contributions to the multi-employer benefit plans.

See Note 13, “Employee Benefit Plans,” of the Notes to consolidated financial statements for information about the Company’s benefit plans.

The Company recognizes deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, Management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

F-11

Comprehensive Income (Loss)—Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss) amounts attributable to foreign currency translation adjustments and the effect of our interest rate swap hedge, net of tax, as applicable.

Net Earnings (Loss) per Common Share—Basic earnings per common share is calculated by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Non-vested share-based payment awards that contain non-forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Non-vested restricted stock issued under our Omnibus Plan are considered participating securities since these securities have non-forfeitable rights to dividends when we declare a dividend during the contractual vesting period of the share-based payment award and are therefore included in our earnings allocation formula using the two-class method. When calculating diluted net earnings per common share, the more dilutive effect of applying either of the following is presented: (a) the two-class method (described above) assuming that the participating security is not exercised or converted, or, (b) the treasury stock method for the participating security. Our diluted net earnings per common share for all periods presented was calculated using the two-class method since such method was more dilutive.

See Note 18, “Earnings/Loss Per share,” of the Notes to consolidated financial statements for further details.

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.

Supplemental Cash Flow Information and Non-Cash Investing Activities— i Supplemental cash information is as follows:

Successor

Predecessor

Twelve Months Ended December 31, 2018

Twelve Months Ended December 31, 2017

Supplemental Cash Flow Information:

Interest Paid

i 15.8

i 12.5

i 29.0

i 26.8

Taxes Paid

i 4.3

i 4.0

i 7.6

i 8.3

Non-Cash Investing Activities:

Capital Leases

i —

i 0.2

i —

Recently Adopted Accounting Standards—In May 2014, the FASB issued a new standard Topic 606, "Revenue Recognition, Contracts with Customers", that supersedes most current revenue recognition guidance and modifies the accounting for certain costs associated with revenue generation. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The standard provides a number of steps to follow to achieve that principle and requires additional financial statement disclosures related to the nature, timing, amount and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new revenue standard on the first day of fiscal 2019, using the modified retrospective method, and applied the standard to contracts that were not complete as of the adoption date. The change in revenue recognition

F-12

applied to contracts entered into for its Automation business and did not result in a a material change to revenue recognized for the years ended December 31, 2019 and 2018.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The Company adopted the amendment effective October 1, 2019. The adoption of this standard did not have an impact on the Company’s financial position, results of operations and cash flows.

In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. We adopted ASU 2018-07 on January 1, 2019. The adoption of the standard did not impact our financial position or results of operations.

Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.

Recently Issued Accounting Standards—In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"). The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures 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 will adopt this standard in accordance with the private company guidance given its status as an Emerging Growth Company ("EGC"), is assessing the potential impact of the new standard on the consolidated financial statements and the change in adoption.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the FASB's guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the "current expected credit loss model") that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial position, results of operations, cash flows and related disclosures.

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. This amendment modifies the disclosure requirements on fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance will have on its related disclosures.

In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which allows for the capitalization of certain implementation costs incurred in a hosting arrangement that is a service contract. ASU 2018-15 allows for either retrospective adoption or prospective adoption to all implementation costs incurred after the date of adoption. We plan to adopt this standard prospectively effective for annual periods beginning January 1, 2020 and do not expect that the adoption of this new standard will have a material impact on our financial position or results of operations.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

F-13

Note 3 — i Segment and Geographic Information

In accordance with ASC 280, Segment Reporting, the Company has determined it has i two operating segments which are aggregated into i 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 i 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 North America and Europe. i The following table presents a summary of total net sales from external customers and long-lived assets by geographic location:



	Successor		Predecessor
	December 31, 2019		December 31, 2018
Total long-lived assets
North America	$	i 62.4	$	i 34.0
Europe	i 60.1		i 39.0
Total	$	i 122.5	$	i 73.0

Successor

Predecessor

January 1, 2019
through June 2, 2019

Net sales

North America

i 81.8

i 50.1

i 131.4

Europe

i 81.3

i 56.3

i 136.5

Total

i 163.1

i 106.4

i 267.9

As of the Successor period, December 31, 2019, and the Predecessor period, December 31, 2018, i 49.1%, and i 53.4%, respectively, of the Company’s long-lived assets were located outside of North America. The Company’s customers are not concentrated in any specific geographic region. During the Successor period, Predecessor period, and year ended December 31, 2018, one customer accounted for approximately i 10.0%, i 8.5%, and i 10.8% of total revenues, respectively.

F-14

Note 4 — i Revenue Recognition, Contracts With Customers

Description of Revenue Generating Activities

We employ sales, marketing and customer service personnel throughout the world who sell and market our products and services to and/or through a large number of distributors as well as directly to end-users. As discussed in Note 3, "Segment and Geographic Information," of the Notes to Consolidated Financial Statements, we have determined that we have two operating segments which are aggregated into one reportable segment, Ranpak.

Ranpak provides environmentally sustainable, system based, product protection solutions for e-commerce and industrial supply chains. We employ a razor/razor-blade business model that is designed to generate recurring sales through our value-added paper consumables for use exclusively in our installed base of protective packaging systems. Through our proprietary protective packaging systems and value-added kraft paper consumables, we offer reliable, fast and effective environmentally sustainable products. Our extensive distributor network and direct sales allows us to meet the needs of a variety of end-users from small businesses to global corporations. The industries we serve include leading e-commerce companies, as well as suppliers and sellers of automotive after-market parts, IT/electronics, machinery, home goods, industrial, warehouse/transportations services and healthcare. Our products provide our customers with cushioning, void-fill and wrapping solutions through our PadPak, FillPak, WrapPack, Geami and ReadyRoll product offerings.

In 2017 we acquired Neopack, Solutions S.A.S., which provides highly-customized Automation solutions under the brand name “Ranpak Automation.” Our Ranpak Automation product line is focused on designing, manufacturing, and selling highly automated, turn-key integrated box-sizing systems to high-volume end-users. We are in the process of expanding Ranpak Automation's offering to grow the ongoing spare parts design and service business. The systems are designed to help minimize the use of in-the-box packaging for these end-users while fully automating their end of line operations.

Identify Contract with the Customer:

Ranpak sells paper consumables to two types of customers: distributor and direct. For both customer types, the customer is granted the right to use Ranpak machine(s) for which Ranpak charges an annual or quarterly fixed fee or may waive the fee at Management’s discretion. For both arrangement types, (i.e. fixed fee and waived fee), Ranpak has determined that there is a multiple element arrangement which contains a lease component (the right to use the machine) and a non-lease component (the paper consumables). The remainder of Ranpak’s revenue is derived from sales of automation machines, Ranpak Automation. In association to the sale of automation machines, Ranpak sells extended warranties, preventative maintenance services, spare parts and spare part packages, and consulting services.

Paper consumables sales for both distributor agreements and direct agreements, the Company has determined the contract to be a combination of the master service agreement ("MSA") and purchase order ("PO"). The MSA contains general terms and conditions which govern the agreement, including general payment terms. Individual PO’s must be placed underneath the terms of the MSA to order specific paper products which Ranpak promises to deliver. The PO contains relevant details of the contract including the type of paper, quantity, unit price, total price, as well as payment terms and estimated delivery date. Under the MSA, multiple PO’s for one customer may be placed at or near the same time.

In situations where there are multiple PO’s issued at or near the same time to the same customer, Ranpak treats each PO in combination with the MSA as a separate contract for revenue recognition purposes.

To provide automation solution goods and services, an agreement is documented and agreed to between Ranpak and the customer. This is in the form of a proposal contract for automation machines with separate proposals for related goods and services. Typically, machines have their own proposal, and other related goods and services such as preventative maintenance, and spare parts have a separate proposal with these goods and services all detailed. These written agreements outline the terms and conditions for respective transactions between Ranpak and their customers and represent contracts with enforceable rights. For each type of contract, there are various levels of termination provisions that each party has.

Ranpak recognizes revenue from each automation machine separately, on a contract by contract basis (i.e. by individual machine). Ranpak recognizes revenue on maintenance contracts and spare parts separately from their automation machine sales. Each contract represents its own unit of accounting. Ranpak uses an input method, based on percentage of completion of cost and effort incurred to recognize automation revenue.

Performance Obligations:

The most common goods and services determined to be distinct performance obligations are consumables/materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of Topic

F-15

840. The other goods or services promised in the contract with the customer in most cases do not represent performance obligations because they are neither separate nor distinct, or they are not material in the context of the contract.

Transaction Price and Variable Consideration:

Ranpak has many forms of variable consideration present in its contracts with customers, including rebates and other discounts. We estimate variable consideration using either the expected value method or the most likely amount method as described in the standard. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

For all contracts that contain a form of variable consideration, Ranpak estimates at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determines how much consideration is payable to the customer or how much consideration Ranpak would be able to recover from the customer based on the structure of the type of variable consideration. In most cases the variable consideration in contracts with customers results in amounts payable to the customer by the Company. Ranpak adjusts the contract transaction price based on any changes in estimates each reporting period and performs an inception to date cumulative adjustment to the amount of revenue previously recognized.

The Company does not adjust consideration in contracts with customers for the effects of a significant financing component if the Company expects that the period between transfer of a good or service and payment for that good or service will be one year or less. This is expected to be the case for the majority of contracts.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the Consolidated Statements of Operations and Comprehensive Income.

Allocation of Transaction Price:

Ranpak determines the standalone selling price for a performance obligation by first looking for observable selling prices of that performance obligation sold on a standalone basis. If an observable price is not available, we estimate the standalone selling price of the performance obligation using one of the three suggested methods in the following order of preference: adjusted market assessment approach, expected cost plus a margin approach, and residual approach.

Ranpak often offers rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and Ranpak's efforts to provide consumables.

Transfer of Control:

Revenue is recognized upon transfer of control to the customer. Revenue for consumables is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. For equipment sales, revenue is recognized based on an input method, based on percentage of completion of cost and effort incurred. Maintenance revenue is recognized straight-line on the basis that the level of effort is consistent over the term of the contract. Lease components within contracts with customers are recognized in accordance with Topic 840.

For the periods below, net revenues from contracts with customers summarized by Segment Geography were as follows:

F-16

Successor

Predecessor

January 1, 2019
through June 2, 2019

December 31,
2017

North America

i 70.8

i 43.0

i 112.4

i 111.5

Europe

i 69.9

i 48.8

i 116.8

i 98.2

Topic 606 Segment Revenue

i 140.7

i 91.8

i 229.2

i 209.7

Leasing Revenue

i 22.4

i 14.6

i 38.7

i 34.4

Total

i 163.1

i 106.4

i 267.9

i 244.1

North America consists of the United States, Canada and Mexico; Europe consists of European, Asian (including China), Pacific Rim, South American and African countries.

The time between when a performance obligation is satisfied and when billing and payment occur is closely aligned. Deferred revenue represents contractual amounts received from customers that exceeds percentage of project completion that is in excess of costs incurred for automation equipment sales. Our enforceable contractual obligations amount to $ i 2.5 million and $ i 0.3 million as of December 31, 2019 and 2018, respectively, tend to be short term in nature with a duration of less than one year and are included in Current Liabilities on the balance sheet.

F-17

Note 5 — i Inventories, Net

The following table details our inventories, net:



	December 31,
	Successor			Predecessor
(in millions)	2019			2018
Raw materials	$	i 7.2		$	i 4.1
Finished goods	i 4.7			i 8.0
Total inventories	i 11.9			i 12.1
Less reserve for obsolescence	( i 0.3		)	( i 0.3		)
Total inventories, net	$	i 11.6		$	i 11.8

F-18

Note 6 — i Property, Plant and Equipment, Net

The following table details our property, plant and equipment, net:



	December 31,
	Successor			Predecessor
(in millions)	2019			2018
Land	$	i 4.1		$	i 3.9
Buildings and improvements	i 8.1			i 7.0
Machinery and equipment	i 13.0			i 15.0
Other property and equipment	i 6.7			i 8.7
Converting machines	i 105.9			i 112.4
Property, plant and equipment	i 137.8			i 147.0
Accumulated depreciation and amortization	( i 15.3		)	( i 74.0		)
Property, plant and equipment, net	$	i 122.5		$	i 73.0

The following table details our depreciation expense for property, plant and equipment:

Successor

Predecessor

June 3, through December 31,

January 1, through June 2,

December 31,

(in millions)

2019

2018

2017

Cost of sales

i 14.6

i 8.9

i 21.2

i 19.2

Selling, general and administrative

i 0.8

i 0.7

i 1.6

i 1.1

Total depreciation

i 15.4

i 9.6

i 22.8

i 20.3

The Company did not capitalize any interest from January 1, 2019 through June 2, 2019; June 3, 2019 through December 31, 2019, and for the years ended December 31, 2018 and 2017.

There were no material impairments of property, plant and equipment from January 1, 2019 through June 2, 2019; June 3, 2019 through December 31, 2019, and for the years ended December 31, 2018 and 2017.

The Company has recorded asset retirement obligations related to its plants and equipment on a consolidated basis. These retirement obligations were recorded at a present value of approximately $ i 0.7 million as part of the fair value adjustments recorded for the Ranpak Business Combination. During the successor period, Ranpak, accreted $ i 21.0 thousand as interest expense.

F-19

Note 7 — i Accrued Liabilities

The components of accrued liabilities were as follows at:



	December 31,
	Successor		Predecessor
(in millions)	2019		2018
Employee compensation	$	i 3.6	$	i 2.3
Taxes	i 2.4		i 1.1
Professional fees	i 1.6		i 3.2
Bonus	i 3.3		i 2.5
Interest	i 2.2		i 0.3
Other	i 2.4		i 1.4
Accrued Liabilities	$	i 15.5	$	i 10.8

F-20

Note 8 — i Acquisitions

Ranpak Business Combination—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, the Ranpak Business Combination, pursuant to the Stock Purchase Agreement for consideration of $ i 794.9 million and € i 140.0 million ($ i 160.8 million) in cash, (A) $ i 341.5 million and € i 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 $ i 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 1, "Nature of Operations," 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 December 31, 2019, the Company completed its evaluation of net working capital as part of the purchase price paid at Closing and paid additional consideration of $ i 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	$	i 955.7

Cash and cash equivalents	i 10.1
Accounts receivable	i 28.2
Inventories	i 16.1
Property, plant and equipment	i 119.5
Other assets	i 4.8
Intangible assets	i 473.7
Total identifiable assets acquired	i 652.4
Accounts payable	i 8.6
Accrued expenses	i 7.4
Other liabilities	i 5.0
Deferred tax liabilities	i 122.9
Net identifiable liabilities acquired	i 143.9
Goodwill	$	i 447.2

F-21

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



	Preliminary Fair Value		Remaining Useful Lives
Patented/Unpatented Technology	$	i 164.1	i 10
Customer/Distributor Relationships	i 198.6		i 15
In-Process Research & Development	i 5.0		i 10	⁽¹⁾
Trade Names/Trademarks	i 106.0		Indefinite
Total Preliminary Fair Value	$	i 473.7
⁽¹⁾Until In-Process Research & Development projects become viable, these assets have an indefinite life and are subject to impairment

Machinery and Equipment	$	i 17.7	i 5
Converting machines	i 90.4		3 - 7
Buildings and Improvements	i 7.4		i 15
Land	i 4.1		N/A
Total Preliminary Fair Value	$	i 119.5

The preliminary fair values for the trade names/trademarks, patented/unpatented technology, and in-process R&D 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 $ i 48.0 million. Of this amount, $ i 12.6 million was classified as debt issuance costs, including $ i 1.7 million presented as assets and $ i 10.9 million presented as a reduction to debt within the condensed consolidated balance sheets. Transaction costs expensed in the Successor Period from June 3, 2019 through December 31, 2019 amounted to $ i 0.3 million, with an additional $ i 7.4 million expensed in the Predecessor Period from January 1, 2019 through June 2, 2019 within income from operations in the condensed consolidated statement of operations.



	Amount
Deferred financing costs	$	i 12.6
Transaction costs (including $11.3 million of IPO costs)	i 25.6
Payment of accrued transaction costs	i 9.8
Total	$	i 48.0

Debt issuance costs:
Presented as reduction to debt	$	i 10.9
Presented as asset	i 1.7
Total debt issuance costs	$	i 12.6

F-22

The following unaudited information represents the supplemental pro forma results of the Company’s consolidated statement of operations as if the Ranpak Business Combination occurred on January 1, 2018, for the years ended and December 31, 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):



	December 31,
	2019			2018
Net Sales	$	i 273.6		$	i 266.1

Net (loss) income	$	( i 9.7	)	$	( i 3.9	)

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, $ i 1.1 million, was recorded as contingent consideration, all of which was paid in 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) $ 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 ( i 48%). In order to be eligible to receive the Minimum Earn-Out Amount pursuant to the purchase agreement, e3NEO must have caused the business to receive purchase orders from customers and receive sign-off from customers upon completion of a successful factory acceptance test related to certain next generation machines on or before December 31, 2019 subject to reasonable approval of the Company. The conditions of the earn-out were not achieved and the Company has agreed to a settlement arrangement with the former majority owner of e3NEO, which arrangement is subject only to final administrative approval by French authorities. The arrangement would provide, among other things, for a payment to the earn-out counterparties in the amount of approximately $ i 1.6 million of which $ i 1.4 million was accrued at December 31, 2019 with the remainder, $ i 0.2 million, anticipated to be expensed during 2020. The arrangement would also provide the former majority owner of e3neo with certain additional amounts upon his severance from the company, including statutory severance, non-compete and consulting amounts under French law. These additional amounts will be expensed in 2020.

F-23

Note 9 — i Goodwill, Long-Lived and Identifiable Intangible Assets, Net

Goodwill

We review goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year, using a measurement date of October 1st, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company performed a qualitative assessment by reporting unit as of October 1, 2019, during the fourth quarter of 2019. This assessment included consideration of key factors including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-and reporting unit-specific events. We concluded it was more likely than not that the fair value of each reporting unit exceeded its carrying amount. As such, it was not necessary to perform a quantitative goodwill impairment test. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to the qualitative assessment performed as of October 1, 2019.

As noted above, it was determined under a qualitative assessment that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount. Therefore, there was no impairment of goodwill. However, if events or circumstances change in future periods, the Company may be required to perform a quantitative test. If we were required to perform a quantitative test, the amount of the impairment charge to be recognized would be the amount by which the carrying value exceeded the estimated fair value at a reporting unit level.

The future occurrence of a potential indicator of impairment, such as a decrease in expected net earnings, adverse equity market conditions, a decline in current market multiples, a decline in our common stock price, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more likely than not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, we might have to recognize a non-cash impairment of goodwill, which could have a material adverse effect on our consolidated financial condition and results of operations.

Allocation of Goodwill to Reporting Segments

The following table shows our goodwill balances by operating segment that are aggregated into one reportable segment:

(in millions)

North America

Europe

Total

Gross carrying value at December 31, 2017 (Predecessor)

i 260.0

i 100.3

i 360.3

Currency translation

i —

( i 4.6

)

( i 4.6

)

Gross carrying value at December 31, 2018 (Predecessor)

i 260.0

i 95.7

i 355.7

Currency translation

i —

( i 2.5

)

( i 2.5

)

Gross carrying value at June 2, 2019 (Predecessor)

i 260.0

i 93.2

i 353.2

Fair value adjustment due to the Ranpak Business Combination

i 342.3

i 104.9

i 447.2

Additions to goodwill

i 0.7

i —

i 0.7

Currency translation

i —

i 0.9

Gross carrying value at December 31, 2019 (Successor)

i 343.0

i 105.8

i 448.8

Identifiable Intangible Assets, net

Finite-lived intangible assets consist of patented and unpatented technology and customer/distributor relationships.

Customer/Distributor relationships

The company maintains relationships with a network of distributors worldwide. The distributors agree to exclusively supply the Company's paper systems as their only paper-based solution, and in turn, benefit from training, sales support and custom-engineered solutions. Historically, customer/distributor relationships intangible assets have estimated economic lives approximating i 10 years and are amortized on a straight-line basis.

F-24

Patented and Unpatented Technology

The Company is a provider of protective paper packaging systems. The patented and unpatented technology enables the Company to provide products and systems, including cushioning, void-fill and wrapping to its customers worldwide.

Indefinite-lived intangible assets consist of trademarks and tradenames.

Trademarks/Tradenames

Trademarks/tradenames are accounted for as indefinite-lived intangible assets and, accordingly, are not subject to amortization. The Company performs an annual test of these assets at October 1, or more frequently if impairment indicators arise. The impairment reviews performed, confirmed that the fair value of the Company's trademark/tradename portfolio exceeded the carrying value, and accordingly, there was no impairment of such indefinite-lived intangible assets for that period. The Company's estimated fair value of trademarks/tradenames as of its impairment testing date are based on various assumptions and estimates, including an estimated weighted-average cost of capital, royalty rate, residual growth rate and forecasted operating results. If the Company is not able to achieve forecasted operating results in future periods, its estimate of fair values of trademarks/tradenames could be adversely impacted.

Impairment of Long-lived Assets

The Company reviews its long-lived assets, including finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For long-lived assets, except goodwill and indefinite lived assets, an impairment loss is indicated when the undiscounted cash flows estimated to be generated by the asset group are not sufficient to recover the unamortized balance of the asset group. If indicators exist, the loss is measured as the excess of carrying value over the asset groups' fair value, as determined based on discounted future cash flows, asset appraisal and market values of similar assets.

The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives:

Successor

Predecessor

December 31, 2019

(In millions)

Gross Carrying Amount

Accumulated Amortization

Net

Gross Carrying Amount

Accumulated Amortization

Net

Customer/distributor relationships

i 199.5

( i 7.9

)

i 191.6

i 259.1

( i 110.1

)

i 149.0

Patented/unpatented technology

i 164.5

( i 8.5

)

i 156.0

i 153.0

( i 64.5

)

i 88.5

In-process research and development

i 5.0

i —

i 5.0

i —

Total intangible assets with definite lives

i 369.0

( i 16.4

)

i 352.6

i 412.1

( i 174.6

)

i 237.5

Trademarks/tradenames with indefinite lives

i 106.0

—

i 106.0

i 56.2

—

i 56.2

Total identifiable intangible assets, net

i 475.1

( i 16.4

)

i 458.6

i 468.3

( i 174.6

)

i 293.7

At December 31, 2019, intangible assets increased due to Ranpak Business Combination. See Note 8, "Acquisitions," to the Notes to consolidated financial statements for additional information related to this transaction.

The following table shows the remaining estimated amortization expense for our finite intangible assets at December 31, 2019:

F-25



(in millions)
Year	Amount
2020	$	i 28.0
2021	i 28.0
2022	i 28.0
2023	i 28.0
2024	i 28.0
Thereafter	i 207.6

Amortization expense was $ i 16.3 million in the Successor period of June 3, 2019 through December 31, 2019, $ i 17.0 million in the Predecessor period from January 1, 2019 through June 2, 2019, $ i 41.6 million in 2018 and $ i 40.8 million in 2017.

The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of December 31, 2019:



(in millions)		Remaining Weighted-Average Useful Life
Customer/distributor relationships		i 14.4
Patented/unpatented technology		i 10.6
Total identifiable assets, net with definite lives		i 13.3

Note 10 — i 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 $ i 378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a € i 140.0 million ($ i 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 $ i 45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures i seven years after the closing date and the Revolving Facility matures i five years after the Closing Date. In December 2019, the Company closed on a public offering of its Class A common stock generating net proceeds of approximately $ i 107.7 million that was used to pay down the First Lien Dollar Term Facility. As of December 31, 2019, i no amounts are outstanding under the Revolving Facility.

F-26

At December 31, 2019 long-term debt consisted of the following (in millions):



First Lien Dollar Term Facility	$	i 270.9
First Lien Euro Term Facility (139.7 million Euro)	i 157.3
Revolving Facility	i —
Total Debt	i 428.2
Less deferred financing costs, net	( i 7.8		)
Less current portion	( i 1.6		)
Long-term Debt	$	i 418.8

Maturities of debt at December 31, 2019 are as follows:



Year Ended December 31,	(in millions)
2020	$	i 1.6
2021	i 1.6
2022	i 1.6
2023	i 1.6
2024	i 1.6
Thereafter	i 420.2
	$	i 428.2

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 statement of operations and comprehensive income (loss). As a result of the $ i 107.7 million debt payment made in December 2019, the Company accelerated the amortization of approximately $ i 2.0 million of deferred financing costs, which is included in interest expense.

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 i 3.75% with respect to eurocurrency borrowings and i 2.75% with respect to base rate borrowings (in each case, assuming a first lien net leverage ratio of less than i 5.00:1.00), subject to a leverage-based stepup to an applicable margin equal to 400 basis points for eurocurrency borrowings. The interest rate at December 31, 2019 was i 5.46%.

In connection with the debt financing, the Company, entered into a business combination contingent interest rate swap in a notional amount of $ i 200.0 million to hedge part of the floating interest rate exposure under the Facilities. The fixed rate payable under the swap was i 2.56%. The interest rate swap became effective and was novated to the Company on the closing date in the amount of $ i 4.7 million to mature on June 3, 2022. On September 25, 2019, the Company entered into i two new interest rate swaps, one that lowered the rate on the $ i 200.0 million notional amount to i 2.31% and extended the maturity for one year and the second on a new $ i 50.0 million notional amount to i 1.50%. 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 11 to the consolidated financial statements.

The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $ i 5.0 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 $ i 95.0 million and i 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

F-27

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 December 31, 2019.

On February 14, 2020, Ranger Packaging LLC, a Delaware limited liability company (“U.S. Borrower”), Ranpak B.V., (the “Dutch Borrower”; the U.S. Borrower and the Dutch Borrower, the “Borrowers”), Ranger Pledgor LLC, a Delaware limited

liability company (“Holdings”), certain other subsidiaries of Holdings, certain lenders party to Amendment No. 1 (as defined below) and Goldman Sachs Lending Partners LLC (the “Administrative Agent”) entered into the Amendment No. 1 to First Lien Credit Agreement (“Amendment No. 1”) to amend the First Lien Credit Agreement, dated as of June 3, 2019 among the Borrowers, Holdings, the lenders, the issuing banks and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Among other things, the Amendment No. 1 amends the Credit Agreement such that (x) the requirement of the Borrowers to apply

excess cash flow to mandatorily prepay term loans under the Credit Agreement commences with the fiscal year ending December 31, 2021 (instead of the fiscal year ending December 31, 2020) and (y) the aggregate amount per fiscal year of capital stock of any parent company of the U.S. Borrower that is held by directors, officers, management, employees, independent contractors or consultants of the U.S. Borrower (or any parent company or subsidiary thereof) that the U.S. Borrower may repurchase, redeem, retire or otherwise acquire or retire for value has been increased to the greater of $ i 10,000,000 and i 10% of Consolidated Adjusted EBITDA (as defined in the Credit Agreement) (increased from the greater of $ i 7,000,000 and i 7% of Consolidated Adjusted EBITDA) as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered.

Predecessor

At December 31, 2018, long-term debt consisted of the following (in millions):



	December 31,
	2018
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	$	i 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	i 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	i 80.5
Total Debt	i 506.5
Less deferred financing costs	( i 7.2		)
Less current portion (First Lien)	( i 4.4		)
Long-term Debt	$	i 494.9

At the Closing of the Ranpak Business Combination, Rack Holdings' existing debt, which amounted to approximately $ i 487.6 million, was repaid in full. At the date of the transaction, the remaining $ i 6.3 million of deferred finance costs were written-off.

F-28

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

Successor

Predecessor

January 1, 2019
through June 2,
2019

December 31,
2017

Amortization of deferred financing costs

i 3.2

i 7.5

i 2.6

i 4.5

Successor

Predecessor

December 31, 2019

Accumulated amortization of deferred financing costs

i 3.2

i 15.5

i 12.8

F-29

Note 11 — i 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 $ i 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 i 2.56% to the counterparty. On September 25, 2019, the Company entered into i two new interest rate swaps, one that lowered the rate on the $ i 200.0 million notional amount to i 2.31% and extended the maturity for i one year and the second on a new $ i 50.0 million notional amount to i 1.50%. 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 i 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 $ i 5.0 million consisting of a long-term liability of $ i 4.6 million, a short-term liability of $ i 0.4 million as of December 31, 2019 with corresponding charges recorded as a component of interest expense and other comprehensive income, as discussed below. The Company recognized a loss of $( i 6.6) million in interest expense in the consolidated statement of operations and comprehensive income (loss) for the period of June 3, 2019 through December 31, 2019. i 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 $ i 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 i 2.56% 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 $ i 200.0 million to extend its term and concurrently entered into an incremental $ i 50.0 million notional swap with similar terms. As of December 31, 2019, our interest rate swap contracts have a combined notional of $ i 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.

As of December 31, 2019, unrealized gains of $ i 1.7 million were recorded to other comprehensive loss, and i zero 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 25, 2019, as the Company had not previously designated its interest rate swaps as hedges. As of December 31, the Company does not anticipate having to reclassify any of the net hedging gains from accumulated other comprehensive loss into earnings during the next 12 months to offset the variability of the hedged items during this period.

i i

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

F-30

Fair Value as of December 31, 2019

(in millions)

Other Assets

Current Liabilities

Non-current Liabilities

Interest rate swaps not designated as accounting hedge

i —

Interest rate swaps designated as accounting hedge

i —

i 0.4

i 4.6

Total derivatives

i —

i 0.4

i 4.6

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



(in millions)	June 3, 2019 through December 31, 2019
Total interest expense presented in the statement of operations	$	i 27.3
Derivatives designated as hedging instruments:
Cash flow hedges- interest rate swaps	$	( i 0.1	)
Derivatives not designated as hedging instruments:
Interest rate Swap	$	( i 6.5	)

F-31

Note 12 — i 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 December 31, 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 December 31, 2019 and December 31, 2018:

Carrying

Fair

Fair Value Measurements

As of December 31, 2019

Amount

Value

Level 1

Level 2

Level 3

Long-term debt

i 428.2

i —

i 428.2

i —

Derivative liability

i 5.0

i —

i 5.0

i —

Carrying

Fair

Fair Value Measurements

As of December 31, 2018

Amount

Value

Level 1

Level 2

Level 3

Long-term debt

i 506.5

i —

i 506.5

i —

Earn-out contingent liability

i 2.6

i —

i 2.6

F-32

Note 13— i Employee Benefit Plans

Defined Contribution Plan

The Company maintains a 401(k) defined contribution savings and retirement plan (the "Plan") for substantially all of its U.S. employees. Subject to Internal Revenue Code limitations, an employee may elect to contribute an amount up to i 25% of compensation during each plan year. The Plan provides for matching contributions of i 50% of each employee's voluntary contributions up to a maximum matching contribution of i 3% of the employees compensation. The Plan also permits unmatched employee after-tax contributions subject to certain limitations. Total employer contributions made under the Plan were approximately $ i 0.2 million for the Successor period, $ i 0.1 million for the Predecessor period, and $ i 0.3 million for each of the years ended December 31, 2018 and 2017.

Multi-Employer Benefit Plan

The Company maintains and participates in multiemployer benefit plans in various countries. The largest of these plans is the Corporate Pension Fund for Cardboard and Flexible Packaging Business, in the Netherlands, which provides retirement benefits to a Ranpak B.V. employees. In accordance with the collective labor agreements and Dutch laws, employee and employer contributions are paid to a third-party retirement fund administrator. Per Dutch laws, the retirement plans are required to be fully funded. Employer contributions into these various multiemployer plans were $ i 1.9 million for the Successor period, $ i 1.6 million for the Predecessor period, and $ i 3.3 million and $ i 2.5 million for the years ended December 31, 2018 and 2017, respectively.

F-33

Note 14 — i Income Taxes

On December 22, 2017, the United States (“U.S.”) government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”). The Act made broad and complex changes to the U.S. tax code, including, a reduction in the U.S. federal corporate income tax rate from 35.0% to 21.0%. As of December 31, 2018, the Company completed its accounting for the tax effects of the Act. Overall, the Company recorded a net tax benefit of ($ i 28.9) through the provision for income taxes for the years ended December 31, 2018 and 2017. This tax benefit was primarily related to impact of the change in U.S. federal corporate income tax rates on deferred taxes and the one-time transition tax. An additional tax liability related to the one-time transition tax of $ i 0.7 was recorded on the opening balance sheet in accordance with purchase accounting.

Income Tax Expense (Benefit)

The components of earnings before income tax expense (benefit) were as follows:

Successor

Predecessor

(In millions)

Domestic

( i 16.4

)

( i 18.6

)

( i 4.0

)

( i 18.0

)

Foreign

( i 3.5

)

( i 5.3

)

( i 11.7

)

i 4.3

Total

( i 19.9

)

( i 23.9

)

( i 15.7

)

( i 13.7

)

/ i

The components of our income tax expense (benefit) were as follows:

Successor

Predecessor

(In millions)

Current tax expense:

Federal

i 1.4

i 1.1

i 2.8

i 4.3

State

i 0.5

i 0.2

i 1.1

i 0.5

Foreign

i 2.2

i 1.3

i 3.2

i 6.0

Total current expense

i 4.1

i 2.6

i 7.0

i 10.8

Deferred tax expense (benefit):

Federal

( i 6.9

)

( i 4.4

)

( i 4.8

)

( i 47.9

)

State

i 0.8

( i 0.9

)

( i 1.2

)

i 0.1

Foreign

( i 0.7

)

( i 2.2

)

( i 8.0

)

( i 4.3

)

Total deferred tax expense (benefit)

( i 6.8

)

( i 7.5

)

( i 14.1

)

( i 52.1

)

Total income tax expense (benefit)

( i 2.7

)

( i 4.9

)

( i 7.1

)

( i 41.4

)

F-34

The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (benefit) expense are summarized as follows:

Successor

Predecessor

(In millions)

Income tax benefit at statutory rate

( i 4.2

)

( i 5.0

)

( i 3.3

)

( i 4.8

)

U.S. State income taxes

i 1.2

( i 0.7

)

( i 0.1

)

( i 0.2

)

Tax related to foreign activities

i 2.3

i 0.5

( i 2.4

)

i 0.1

U.S. Federal tax credits

( i 0.1

)

i —

( i 0.4

)

( i 2.9

)

Foreign currency gains/(losses)

i —

i 0.8

( i 3.0

)

Domestic production activities deduction

i —

( i 0.9

)

Remeasurement of deferred taxes related to the Act

—

( i 0.2

)

( i 30.4

)

Transition tax related to the Act

—

i 0.2

i 4.3

U.S. Foreign income tax credits from amended tax returns

i —

( i 1.8

)

( i 2.8

)

Global intangible low-taxed income

i 0.3

i —

i 0.6

i —

Foreign-derived intangible income deduction

( i 0.6

)

( i 0.1

)

( i 0.5

)

i —

Non-deductible transaction costs

i —

i 0.6

i —

Other, net

( i 1.4

)

( i 0.1

)

( i 0.1

)

( i 0.9

)

Income tax expense (benefit)

( i 2.7

)

( i 4.9

)

( i 7.1

)

( i 41.4

)

Effective tax rate

i 13.3

i 20.5

i 45.0

i 301.7

Deferred Taxes - Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

F-35



Deferred tax assets (liabilities) consist of the following:

	Successor			Predecessor
(In millions)	December 31, 2019			December 31, 2018
Unrealized foreign exchange	$	i 0.1		i 0.3
Stock Options	i 0.4			i —
Net operating losses and credits	i 2.0			i 1.8
Non-deductible interest carryforward	i 7.4			i 2.5
Other	i 1.3			i 0.6
Sub-total deferred income tax assets	i 11.2			i 5.2
Valuation allowance	( i 1.3		)	( i 0.6	)
Net deferred income tax assets	$	i 9.9		i 4.7

Depreciation	( i 14.4		)	( i 4.1	)
Amortization	( i 110.7		)	( i 70.2	)
Total deferred tax liabilities	$	( i 125.1	)	( i 74.3	)

Net total deferred tax liabilities before unrecognized tax benefits	$	( i 115.2	)	( i 69.6	)
Deferred tax impact of unrecognized tax benefits	i 0.2			i 0.1
Net total deferred tax liabilities after unrecognized tax benefits	$	( i 115.0	)	( i 69.5	)

In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

As of December 31, 2019 and December 31, 2018, the Company had, in millions, $ i 2.0 and $ i 2.5, respectively, in federal net operating loss carryforwards that will expire in 2030 through 2036; $ i 0.2 and $ i 0.4, respectively, of tax benefits related to state net operating loss carryforwards, which expire in 2020 through 2035; and $ i 5.1 and $ i 3.3, respectively, of foreign net operating loss carryforwards a portion of which expire in 2022 through 2024, however the majority of which are subject to an indefinite carryforward period. Management believes it is not more likely than not that a portion of the foreign net operating losses will be utilized. In recognition of this risk, we have provided a valuation allowance, in millions, of $ i 1.3 and $ i 0.6, respectively, of valuation allowance which was recorded through income tax expense.

In the United States, IRC Section 382 imposes a limitation on the utilization of net operating losses (NOL), credit carryforwards, built-in losses, and built-in deductions after an ownership change. We experienced an ownership change within the meaning of IRC Section 382 as a result of the Ranpak Business Combination. The Company performed a calculation of this limitation and determined the carryforwards will not be restricted or limited.

The Company considers the undistributed earnings of our foreign subsidiaries as of December 31, 2019, to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. As of December 31, 2019, the amount of cash associated with indefinitely reinvested foreign earnings was approximately $ i 48.7 million. The Company does not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.

We are subject to taxation in the United States (federal, state, local) and foreign jurisdictions. As of December 31, 2019, tax years 2016 through 2019 are subject to examination by the tax authorities.

F-36

Unrecognized Income Tax Benefits

The components of our unrecognized tax benefits were as follows:

Successor

Predecessor

(In millions)

Unrecognized income tax benefits at the beginning of the period

i 0.6

i 1.8

i 0.2

Increases related to prior year tax positions

i 0.2

i —

i 1.5

Decreases related to prior year tax positions

i —

( i 1.2

)

( i 0.2

)

Increases related to current year tax positions

i 0.6

i —

i 0.2

i 0.3

Foreign currency impact

i —

( i 0.1

)

i —

Unrecognized income tax benefits at the end of the period

i 1.4

i 0.6

i 1.8

As of December 31, 2019 and December 31, 2018, the Company had, in millions, unrecognized income tax benefits of $ i 0.6 and $ i 0.2, respectively that, if recognized, would impact the effective tax rate. As of December 31, 2019 and December 31, 2018, the Company had accrued interest and penalty, in millions, of $ i 0.3 and $ i 0.2, respectively. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. The Company does not anticipate a significant change to the total amount of unrecognized income tax benefits within the next twelve months.

F-37

Note 15 — i Commitments and Contingencies

Litigation

The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these consolidated financial statements related to contingencies for the periods presented and the years ended December 31, 2019 and 2018.

During 2017, the Company reached a negotiated settlement against a competing packaging provider related to a patent infringement dispute. The settlement of $ i 10.7 million is reflected in Other operating expense (income), net.

Leases

Certain office and warehouse facilities, transportation vehicles and data processing equipment are leased. Total rental expense relating to these leases was approximately $ i 1.0 million, $ i 0.7 million, $ i 1.6 million and $ i 1.4 million for the Successor period, Predecessor period, and years ended December 31, 2018 and 2017, respectively. i Minimum lease payments required under non-cancelable operating leases at December 31, 2019, with terms in excess of one year for the next five years and thereafter are as follows:



Years Ended December 31,	(in millions)
2020	$	i 1.8
2021	i 1.5
2022	i 1.4
2023	i 0.8
2024	i 0.8
Thereafter	i 0.8

Environmental Matters

The Company’s operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. The Company is exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. There are no amounts required to be reflected in these consolidated financial statements related to environmental contingencies.

Management believes the Company is in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not believe any environmental matters will have a material adverse effect on the Company’s future consolidated results of operations, financial position or cash flow.

F-38

Note 16— i 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 December 31, 2019
Compensation expense for all stock based compensation plans	$	i 1.7
Tax (expense) benefits for stock-based compensation	i 0.3
Fair value of vested awards	$	i 2.0

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 December 31, 2019, a maximum of i 4,118,055 shares may be issued under the 2019 Plan. As of December 31, 2019, i 1,043,183 equity awards have been granted, i 559,884 equity awards have been canceled, and i zero equity awards vested under the 2019 Plan, leaving i 3,634,756 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. i 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	i —		$	i —
Granted	i 500,707		i 9.32
Vested	i —		i —
Forfeited	( i 17,408	)	i 9.77
Outstanding at December 31, 2019	i 483,299		$	i 9.30

As of December 31, 2019, there was $ i 2.9 million of remaining unamortized deferred compensation associated with these restricted stock units that will be expensed over the remaining service period through March 3, 2022. Expense recognized due to the vesting of these awards was $ i 1.7 million from June 3, 2019 through December 31, 2019.

Performance-Based Restricted Stock Units—Performance-based restricted stock units may vest at the end of an approximately i 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 i zero to i 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. i The table below includes the maximum number of restricted stock units that may be earned under the 2019 Plan. The Company did not attain the minimum performance level for the period ended December 31, 2019 and

F-39

accordingly the grants were all canceled and previously expensed compensation amounts were reversed in the fourth quarter of 2019.



Performance-Based Restricted Stock Units	Shares		Weighted Average Grant Date Fair Value
Restricted at June 3, 2019	i —		$	i —
Granted	i 542,476		i 9.49
Forfeited	( i 542,476	)	i 9.49
Outstanding at December 31, 2019	i —		$	i —

As of December 31, 2019, there was i no remaining deferred compensation to be amortized associated with these performance-based restricted stock units as they were all canceled. Expense recognized due to the vesting of these awards was i zero for the period ended December 31, 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. i 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	i —		$	i —
Granted	i 13,032		i 5.75
Vested	( i 13,032	)	i 5.75
Balance at December 31, 2019	i —		$	i —

F-40

Note 17 — i Shareholders’ Equity

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

Upon the closing of the Ranpak Business Combination, i 3,854,664 of Class B shares were canceled and i 7,395,336 of Class B shares were converted to i 6,663,953 of Class A shares and i 731,383 of Class C shares. Certain of the Class B shares were subject to forfeiture conditions that carried over to the Class A shares. At December 31, 2019, Ranpak had i 6,847,836 Class A and Class C shares outstanding subject to forfeiture unless certain provisions are met as described below. These shares will not participate in cash dividends or other cash distributions payable prior to the date the conditions have been satisfied. Upon satisfaction, shareholders will be entitled to all cash dividends and other cash distributions from the closing of the Ranpak Business Combination. As of December 31, 2019, there were no such cash dividends or other cash distributions potentially payable upon these conditions.

i 157,500 shares of Class A common stock will be surrendered for no consideration unless, prior to the fifth anniversary of the Ranpak Business Combination, either (A) the closing price of our Class A common stock equals or exceeds $ i 12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any i 20 trading days within any i 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all ordinary shareholders having the right to exchange their common stock for consideration in cash, securities or other property which equals or exceeds $ i 12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like).

i 2,940,336 shares of Class A common stock will be surrendered for no consideration unless, prior to the tenth anniversary of the Ranpak Business Combination, (A) the closing price of the Company’s Class A common stock equals or exceeds $ i 15.00 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any i 20 trading days within any i 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its shareholders having the right to exchange their shares or the Company otherwise undergoes a change of control.

A total of i 3,750,000 shares of Class A and Class C common stock will be surrendered for no consideration unless, prior to the tenth anniversary of the closing of the Ranpak Business Combination, (A) the closing price of the Company’s Class A shares equals or exceeds $ i 12.50 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any i 20 trading days within any i 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its shareholders having the right to exchange their shares or the Company otherwise undergoes a change of control.

Preferred Shares—The Company's charter authorizes i 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 December 31, 2019, the Company had i no preferred stock outstanding.

Public Warrants—On January 22, 2018, the Company consummated its IPO of i 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., i 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 i 15,000,000 Class A common stock(or, at each holder’s election, Class C ordinary shares) plus i 5,000,000 warrants to purchase shares of Class A common stock (or, at each

F-41

holder’s election, warrants to purchase shares of Class C ordinary shares) (the “forward purchase warrants”) at a purchase price of $ i 10.00 per ordinary share, with one forward purchase warrant allocated per i 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 i 8,000,000 private placement warrants at a price of $ i 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 i 7,429,256 of the outstanding private placement warrants were canceled by the Company in exchange for i 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 transferable, assignable or salable until i 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 i one share of Class A common stock (or with respect to the forward purchase and private placement warrants, at the election of the holder, i one share of Class C common stock) at a price of $ i 11.50 per share, subject to adjustment, at any time commencing i 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 i 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 $ i 0.01 per warrant;


•	Upon not less than i 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 $ i 18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any i 20 trading days within a i 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.

Secondary Offering—On December 13, 2019, the Company closed on a public offering of i 16,923,077 shares of its Class A common stock at an offering price of $ i 6.50 per share, generating gross proceeds of approximately $ i 110.0 million and $ i 107.7 million net of expenses. These shares were registered pursuant to the Form S-3 declared effective on July 31, 2019. The proceeds from this offering were used to pay down outstanding debt.

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

F-42



	Successor			Predecessor
	December 31, 2019			December 31, 2018
	Class A	Class C	Total Common	Common
Shares outstanding not subject to an earn-out agreement	i 58,177,288	i 5,779,910	i 63,957,198	i 995
Shares subject to a $15.00 earn-out	i 2,940,336	i —	i 2,940,336	i —
Shares subject to a $12.50 earn-out	i 3,018,617	i 731,383	i 3,750,000	i —
Shares subject to a $12.25 earn-out	i 157,500	i —	i 157,500	i —
Total	i 64,293,741	i 6,511,293	i 70,805,034	i 995

Translation adjustment—Translation adjustments recorded are the one of the components 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. i Translation adjustments were as follows:

Successor

Predecessor

January 1, 2019
through June 2,
2019

Translation adjustment

i 1.7

( i 4.0

)

( i 7.4

)

i 21.5

F-43

Note 18— i 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 December 31, 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. i The following tables set forth the computation of the Company's (loss) earnings per share:

Successor

Predecessor

(Expressed in millions, except per share amounts)

January 1, 2019
through June 2,
2019

Twelve Months Ended
December 31, 2018

Twelve Months Ended
December 31, 2017

Net income (loss)

( i 17.2

)

( i 19.0

)

( i 8.6

)

i 27.7

Income allocated to participating preferred shares

i —

Net income (loss) attributable to common stockholders for basic and diluted EPS

( i 17.2

)

( i 19.0

)

( i 8.6

)

i 27.7

Basic weighted average common shares outstanding

i 55,392,201

i 995

Denominator adjustments for diluted EPS:

Assumed exercise of warrants

i —

Assumed vesting of RSUs

i —

Dilutive weighted average common shares outstanding

i 55,392,201

i 995

Earnings (loss) per share attributable to common stockholders:

Basic

( i 0.31

)

( i 19,195.40

)

( i 8,697.61

)

i 27,801.44

Diluted

( i 0.31

)

( i 19,195.40

)

( i 8,697.61

)

i 27,801.44

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:

F-44



	Successor	Predecessor
	December 31, 2019	December 31, 2018

Warrants on Common Stock (Note 17)	i 20,108,741	i —
Restricted Stock Units
and Performance-based
Restricted Stock Units (Note 16)	i 496,331	i —
	i 20,605,072	i —

F-45

Note 19 — i Related Party

Shared Services Agreement

On June 3, 2019, upon the closing of Ranpak’s business combination with One Madison Corporation, Ranpak entered into a shared services agreement (the “Shared Services Agreement”) with One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide or cause to be provided to certain services to Ranpak. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires Ranpak to indemnify the Sponsor in connection with the services provided by the Sponsor to Ranpak. Total fees under the agreement amounted to approximately $ i 0.4 million in 2019.

Advisory Relationship

A director of the Company, prior to being elected as a director, served in an advisory role to Rhône Capital, the former majority shareholder of Rack Holdings, Inc., on the sale of Rack Holdings, Inc. The director was compensated for the advisory role through an increase to his indirect equity interest in Rack Holdings, Inc., and reported to Ranpak that the compensation was not significant (less than $ i 50 thousand).

Registration Rights Agreement

As a result of the Ranpak Business Combination, Ranpak is a party to a registration rights agreement with certain security holders. The agreement requires Ranpak to maintain an effective resale shelf registration statement for the benefit of such security holders until they are permitted by law to freely sell their securities without registration or no longer hold Ranpak securities.

Subscription Agreements and Reallocation Agreement

One Madison Corporation entered into a subscription agreement, pursuant to which, as amended, certain shareholders, including our Chairman & CEO, another of our directors and one of our significant shareholders may be required to surrender to Ranpak certain of their shares (referred to as founder shares) if the closing price of the Class A common stock (or any successor class of listed common shares) equals or exceeds $ i 12.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any i 20 trading days within any i 30 consecutive trading day period or Ranpak completes a liquidation, merger, share exchange or other similar transaction that results in all of its common shareholders having the right to exchange their common equity for consideration in cash, securities or other property which equals or exceeds $ i 12.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) in the five year period following the consummation of the Ranpak Business Combination (the “Earnout”).

One Madison Corporation also entered into a reallocation agreement with certain investors, including our Chairman & CEO, another of our directors and one of our significant shareholders, who provided equity financing for the Ranpak Business Combination under the forward purchase agreements and the subscription agreements, pursuant to which the shares subject to the Earnout and the rights to acquire i 5,000,000 warrants to purchase Class A shares arising under the forward purchase agreements were reallocated among all equity financing investors pro rata based on the aggregate amount of equity financing provided by such equity financing investors under the forward purchase agreements and the subscription agreements. The Class B ordinary shares owned by each party to the reallocation agreement following the reallocation are subject to the provisions in the forward purchase agreement relating to Class B ordinary shares, including with respect to the voting of, transfer and forfeiture and waiver of redemption rights with respect to such Class B ordinary shares, or, for the parties to the reallocation agreement that are not party to a forward purchase agreement, the provisions substantially similar to such forward purchase agreement provisions that are set forth on an exhibit to the reallocation agreement.

Stock Purchase Agreement

Ranpak is subject to certain continuing obligations to indemnify the former directors and officers of Rack Holdings Inc. for certain costs, damages and liabilities pursuant to the Stock Purchase Agreement dated December 12, 2018, pursuant to which One Madison Corporation purchased Rack Holdings Inc.

F-46

Monitoring Fee Arrangement

Rack Holdings had a monitoring fee agreement, with Rhone Capital IV L.P. ("Rhone"), a related party, which required Rack Holdings to pay to Rhone i 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. i 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

(in millions)

January 1, 2019
through June 2, 2019