RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended
September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
|
Net sales
|
$
|
69.1
|
|
|
$
|
85.4
|
|
|
|
$
|
106.4
|
|
|
$
|
65.1
|
|
|
$
|
191.9
|
|
|
Cost of sales
|
39.6
|
|
|
52.6
|
|
|
|
61.2
|
|
|
37.7
|
|
|
109.7
|
|
|
Selling, general and administrative
|
17.7
|
|
|
22.5
|
|
|
|
23.8
|
|
|
12.6
|
|
|
37.8
|
|
|
Transaction costs
|
—
|
|
|
0.3
|
|
|
|
7.4
|
|
|
1.0
|
|
|
1.2
|
|
|
Depreciation and amortization
|
10.3
|
|
|
13.3
|
|
|
|
17.7
|
|
|
10.7
|
|
|
32.3
|
|
|
Other operating expense, net
|
0.5
|
|
|
0.8
|
|
|
|
2.2
|
|
|
1.2
|
|
|
2.7
|
|
|
Income (loss) from operations
|
1.0
|
|
|
(4.1
|
)
|
|
|
(5.9
|
)
|
|
1.9
|
|
|
8.2
|
|
|
Interest expense
|
9.5
|
|
|
17.5
|
|
|
|
20.2
|
|
|
8.0
|
|
|
22.9
|
|
|
Foreign currency gain
|
(3.2
|
)
|
|
(4.1
|
)
|
|
|
(2.2
|
)
|
|
(0.9
|
)
|
|
(4.2
|
)
|
|
Income (loss) before income taxes
|
(5.3
|
)
|
|
(17.5
|
)
|
|
|
(23.9
|
)
|
|
(5.2
|
)
|
|
(10.5
|
)
|
|
Income tax benefit
|
(3.7
|
)
|
|
(5.5
|
)
|
|
|
(4.9
|
)
|
|
(5.5
|
)
|
|
(5.9
|
)
|
|
Net income (loss)
|
$
|
(1.6
|
)
|
|
$
|
(12.0
|
)
|
|
|
$
|
(19.0
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
(11.1
|
)
|
|
(6.3
|
)
|
|
|
23.6
|
|
|
(1.1
|
)
|
|
(5.4
|
)
|
|
Comprehensive income (loss)
|
$
|
(12.7
|
)
|
|
$
|
(18.3
|
)
|
|
|
$
|
4.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
(10.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share—basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share
|
|
|
|
|
|
$
|
(19,195.40
|
)
|
|
$
|
279.43
|
|
|
$
|
(4,660.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
995
|
|
|
995
|
|
|
995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two-class method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common stock, Class A and C-basic and diluted
|
(0.03
|
)
|
|
(0.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Class A and C common stock outstanding, basic and diluted
|
53,871,068
|
|
|
53,870,568
|
|
|
|
|
|
|
|
|
__________
See notes to unaudited condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
September 30, 2019
|
|
|
December 31, 2018
|
|
ASSETS
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
13.6
|
|
|
|
$
|
17.5
|
|
|
Receivables, net
|
28.5
|
|
|
|
31.5
|
|
|
Inventories, net
|
12.5
|
|
|
|
11.8
|
|
|
Income tax receivable
|
6.1
|
|
|
|
3.4
|
|
|
Prepaid expenses and other current assets
|
2.8
|
|
|
|
4.1
|
|
|
Total current assets
|
63.5
|
|
|
|
68.3
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
121.2
|
|
|
|
73.0
|
|
|
Goodwill
|
411.6
|
|
|
|
355.7
|
|
|
Intangible assets, net
|
465.5
|
|
|
|
293.7
|
|
|
Other assets
|
3.7
|
|
|
|
2.0
|
|
|
Total Assets
|
$
|
1,065.5
|
|
|
|
$
|
792.7
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
Accounts payable
|
$
|
11.4
|
|
|
|
$
|
12.3
|
|
|
Accrued liabilities and other
|
12.1
|
|
|
|
10.8
|
|
|
Current portion of long-term debt
|
5.4
|
|
|
|
4.4
|
|
|
Deferred machine fee revenue
|
2.4
|
|
|
|
0.3
|
|
|
Total current liabilities
|
31.3
|
|
|
|
27.8
|
|
|
|
|
|
|
|
|
Long-term debt
|
515.2
|
|
|
|
494.9
|
|
|
Deferred income taxes
|
110.9
|
|
|
|
69.8
|
|
|
Capital lease obligations
|
6.0
|
|
|
|
0.2
|
|
|
Other liabilities
|
2.5
|
|
|
|
3.6
|
|
|
Total Liabilities
|
665.9
|
|
|
|
596.3
|
|
|
|
|
|
|
|
|
Commitments and Contingencies — Note 7
|
|
|
|
|
|
Shareholders' Equity
|
|
|
|
|
|
Common stock, $0.01 par; 1,000 shares authorized; 995 shares issued and outstanding at December 31, 2018
|
—
|
|
|
|
—
|
|
|
Class A common stock, $0.0001 par; 200,000,000 shares authorized, 47,361,352 shares issued and outstanding at September 30, 2019
|
—
|
|
|
|
—
|
|
|
Class C common stock, $0.0001 par value, 200,000,000 shares authorized, 6,511,293 issued and outstanding at September 30, 2019
|
—
|
|
|
|
—
|
|
|
Additional paid-in capital
|
429.8
|
|
|
|
291.4
|
|
|
Accumulated deficit
|
(23.9
|
)
|
|
|
(69.9
|
)
|
|
Treasury stock, zero shares, at September 30, 2019 and 5 shares, at cost, December 31, 2018
|
—
|
|
|
|
(1.5
|
)
|
|
Accumulated other comprehensive loss
|
(6.3
|
)
|
|
|
(23.6
|
)
|
|
Total Shareholders' Equity
|
399.6
|
|
|
|
196.4
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders' Equity
|
$
|
1,065.5
|
|
|
|
$
|
792.7
|
|
__________
See notes to unaudited condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
Common Stock
|
|
|
|
|
|
|
|
Class A
|
Class B
|
|
Class A
|
Class C
|
|
Additional Paid-In Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income
|
Total Shareholders' Equity
|
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
|
|
|
Balance at June 3, 2019
|
2,770,967
|
|
—
|
|
11,250,000
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
16.9
|
|
$
|
(11.9
|
)
|
$
|
—
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Purchase Shares
|
15,000,000
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Additional Shares Purchased
|
16,149,317
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Conversion of Forward Purchase & Additional Shares
|
(31,149,317
|
)
|
—
|
|
|
|
|
|
|
25,454,282
|
|
—
|
|
5,695,035
|
|
—
|
|
|
256.0
|
|
—
|
|
—
|
|
256.0
|
|
|
Shares Canceled
|
|
|
|
|
(3,854,664
|
)
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(31.7
|
)
|
—
|
|
—
|
|
(31.7
|
)
|
|
Convert Class B
|
|
|
|
|
(7,395,336
|
)
|
—
|
|
|
547,500
|
|
—
|
|
—
|
|
—
|
|
|
4.5
|
|
—
|
|
—
|
|
4.5
|
|
|
Convert Public Shares
|
|
|
|
|
|
|
|
|
|
14,581,346
|
|
—
|
|
|
|
|
|
|
119.9
|
|
—
|
|
—
|
|
119.9
|
|
|
Convert Private Placement Warrants
|
|
|
|
|
|
|
|
|
|
658,051
|
|
—
|
|
84,875
|
|
—
|
|
|
6.1
|
|
—
|
|
—
|
|
6.1
|
|
|
Shares subject to $15.00 earnout
|
|
|
|
|
|
2,940,336
|
|
—
|
|
|
|
|
24.2
|
|
—
|
|
—
|
|
24.2
|
|
|
Shares subject to $12.50 earnout
|
|
|
|
|
|
3,018,617
|
|
—
|
|
731,383
|
|
—
|
|
|
30.8
|
|
—
|
|
—
|
|
30.8
|
|
|
Shares subject to $12.25 earnout
|
|
|
|
|
|
157,500
|
|
—
|
|
|
|
|
1.3
|
|
—
|
|
—
|
|
1.3
|
|
|
Public Shares Redeemed
|
(2,770,967
|
)
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Issue restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
—
|
|
—
|
|
0.2
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
4.8
|
|
4.8
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(10.4
|
)
|
—
|
|
(10.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2019
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
|
47,357,632
|
|
—
|
|
6,511,293
|
|
—
|
|
|
$
|
428.2
|
|
$
|
(22.3
|
)
|
$
|
4.8
|
|
$
|
410.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue restricted stock units
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
—
|
|
—
|
|
1.6
|
|
|
Issue Director Shares
|
|
|
|
|
|
3,720
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
(11.1
|
)
|
(11.1
|
)
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(1.6
|
)
|
—
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
47,361,352
|
|
—
|
|
6,511,293
|
|
—
|
|
|
$
|
429.8
|
|
$
|
(23.9
|
)
|
$
|
(6.3
|
)
|
$
|
399.6
|
|
__________
See notes to unaudited condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
|
Balance at January 1, 2018
|
995
|
|
$
|
—
|
|
|
$
|
291.4
|
|
|
$
|
(61.3
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
212.3
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(6.8
|
)
|
|
|
|
|
|
|
|
(6.8
|
)
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
4.5
|
|
|
Balance at March 31, 2018
|
995
|
|
—
|
|
|
291.4
|
|
|
(68.1
|
)
|
|
(1.5
|
)
|
|
(11.8
|
)
|
|
210.0
|
|
|
Net income
|
|
|
|
|
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
1.9
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.8
|
)
|
|
(8.8
|
)
|
|
Balance at June 30, 2018
|
995
|
|
—
|
|
|
291.4
|
|
|
(66.2
|
)
|
|
(1.5
|
)
|
|
(20.6
|
)
|
|
203.1
|
|
|
Net income
|
|
|
|
|
|
$
|
0.3
|
|
|
|
|
|
|
$
|
0.3
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
$
|
(1.1
|
)
|
|
(1.1
|
)
|
|
Balance at September 30, 2018
|
995
|
|
$
|
—
|
|
|
$
|
291.4
|
|
|
$
|
(65.9
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(21.7
|
)
|
|
202.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019
|
995
|
|
—
|
|
|
291.4
|
|
|
(69.9
|
)
|
|
(1.5
|
)
|
|
(23.6
|
)
|
|
196.4
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
Balance at March 31, 2019
|
995
|
|
—
|
|
|
291.4
|
|
|
(73.1
|
)
|
|
(1.5
|
)
|
|
(27.0
|
)
|
|
189.8
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(15.8
|
)
|
|
|
|
|
|
|
|
(15.8
|
)
|
|
Purchase of Ranpak Corp.
|
(995
|
)
|
|
|
|
(291.4
|
)
|
|
88.9
|
|
|
1.5
|
|
|
(47.1
|
)
|
|
(248.1
|
)
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74.1
|
|
|
74.1
|
|
|
Balance at June 2, 2019
|
—
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
__________
See notes to unaudited condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12.0
|
)
|
|
|
$
|
(19.0
|
)
|
|
$
|
(4.6
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
20.1
|
|
|
|
26.6
|
|
|
48.3
|
|
|
Amortization of deferred financing costs
|
|
0.7
|
|
|
|
7.5
|
|
|
2.0
|
|
|
Loss on disposal of fixed assets
|
|
0.2
|
|
|
|
1.0
|
|
|
1.4
|
|
|
Deferred income taxes
|
|
(1.3
|
)
|
|
|
0.6
|
|
|
(3.4
|
)
|
|
Loss (gain) on derivative contract
|
|
6.4
|
|
|
|
—
|
|
|
(0.6
|
)
|
|
Currency (gain) on foreign denominated notes payable
|
|
(3.3
|
)
|
|
|
(2.4
|
)
|
|
(4.1
|
)
|
|
Restricted stock unit grants
|
|
1.8
|
|
|
|
—
|
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in receivables, net
|
|
(5.3
|
)
|
|
|
3.5
|
|
|
(10.7
|
)
|
|
Decrease (increase) in inventory
|
|
2.7
|
|
|
|
(1.3
|
)
|
|
(1.0
|
)
|
|
(Increase) decrease in prepaid expenses and other assets
|
|
(0.3
|
)
|
|
|
2.7
|
|
|
0.1
|
|
|
Increase in other assets
|
|
(0.2
|
)
|
|
|
(1.3
|
)
|
|
(1.7
|
)
|
|
(Decrease) increase in accounts payable
|
|
(25.4
|
)
|
|
|
(2.8
|
)
|
|
0.1
|
|
|
Increase (decrease) in accrued liabilities
|
|
2.9
|
|
|
|
7.1
|
|
|
(1.2
|
)
|
|
Increase in other liabilities
|
|
1.4
|
|
|
|
2.3
|
|
|
2.3
|
|
|
Net cash (used in) provided by operating activities
|
|
(11.6
|
)
|
|
|
24.5
|
|
|
26.9
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
Converter equipment
|
|
(9.7
|
)
|
|
|
(9.9
|
)
|
|
(17.9
|
)
|
|
Other fixed assets
|
|
(0.8
|
)
|
|
|
(0.6
|
)
|
|
(2.6
|
)
|
|
Total capital expenditures
|
|
(10.5
|
)
|
|
|
(10.5
|
)
|
|
(20.5
|
)
|
|
Cash paid for acquisitions
|
|
(945.6
|
)
|
|
|
—
|
|
|
—
|
|
|
Patent and trademark expenditures
|
|
(0.2
|
)
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
Net cash used in investing activities
|
|
(956.3
|
)
|
|
|
(10.8
|
)
|
|
(20.9
|
)
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Proceeds from issuance of term loans and credit facility
|
|
539.0
|
|
|
|
—
|
|
|
—
|
|
|
Proceeds from sale of common stock
|
|
302.4
|
|
|
|
—
|
|
|
—
|
|
|
Redemption of stock
|
|
(158.3
|
)
|
|
|
—
|
|
|
—
|
|
|
Financing costs of debt facilities
|
|
(12.6
|
)
|
|
|
—
|
|
|
—
|
|
|
Payments on term loans and credit facility
|
|
—
|
|
|
|
(13.3
|
)
|
|
(5.4
|
)
|
|
Payments of promissory note
|
|
(4.0
|
)
|
|
|
—
|
|
|
—
|
|
|
Net cash provided by (used in) financing activities
|
|
666.5
|
|
|
|
(13.3
|
)
|
|
(5.4
|
)
|
|
Effect of Exchange Rate Changes on Cash
|
|
5.2
|
|
|
|
(7.7
|
)
|
|
2.0
|
|
|
Net (Decrease) Increase in Cash and Cash Equivalents
|
|
(296.2
|
)
|
|
|
(7.3
|
)
|
|
2.6
|
|
|
Cash and Cash Equivalents, beginning of period
|
|
309.8
|
|
|
|
17.5
|
|
|
8.6
|
|
|
Cash and Cash Equivalents, end of period
|
|
$
|
13.6
|
|
|
|
$
|
10.2
|
|
|
$
|
11.2
|
|
__________
See notes to unaudited condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 1 — Nature of Operations
Ranpak Holdings Corp. (formerly known as One Madison Corporation) (the “Company” or “Ranpak”) is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-Commerce and industrial supply chains. Through proprietary protective packaging systems and paper consumables, the Company offers a full suite of protective packaging solutions. The Company’s business is global, with a strong presence in the United States and Europe.
One Madison Corporation ("One Madison") was originally formed as a blank check company incorporated on July 13, 2017 and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. One Madison units, Class A ordinary shares originally sold as part of the units, and warrants originally sold as part of the units sold in the Company’s initial public offering on January 22, 2018 were listed in the New York Stock Exchange (the "NYSE") under the symbols "OMAD.U", "OMAD" and "OMAD.WS", respectively. The Class A ordinary shares and warrants comprising the units began separately trading on February 26, 2018. Upon the closing of the business combination (the "Closing") as described below, these shares and warrants that were converted as part of the transaction, began trading under the symbols "PACK" and "PACK WS", respectively.
On June 3, 2019, the Company, consummated a business combination (the “Ranpak Business Combination”) pursuant to the Stock Purchase Agreement dated December 12, 2018 by and among the Company, Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Seller (“Rack Holdings”). The Company, through its wholly owned subsidiary, Ranger Packaging LLC (the “Acquiring Entity”), acquired all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. Refer to Note 4 for further discussion of the Ranpak Business Combination. In connection with the Ranpak Business Combination, the Company domesticated to a Delaware corporation on May 31, 2019 and changed its name to Ranpak Holdings Corp.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies
Unaudited Interim Financial Statements— These unaudited condensed consolidated interim financial statements should be read in conjunction with Ranpak Holdings Corp.'s audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016 and Rack Holdings' audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2018, 2017, and 2016, which are included in the Company’s Form 10-K for the year ended December 31, 2018 and the Company’s Registration Statement on Form S-4, as amended (File No. 333-230030), respectively .
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading.
The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of operations for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Predecessor and Successor Reporting—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, pursuant to the Stock Purchase Agreement, and now owns 100% of Rack Holdings Inc. and its wholly owned subsidiaries. The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) as One Madison was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (See Note 4).
The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Period are presented on a different basis of accounting and are, therefore, not comparable.
Principles of Consolidation—The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates—The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.
Derivative Financial Instruments—The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.
We use interest rate swap contracts to manage interest rate exposures. Derivatives are recorded in the consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The changes in the fair values of derivatives not designated as hedges are recognized directly in earnings, as a component of interest expense. Prior to September 25, 2019, the Company did not apply hedge accounting to its outstanding interest rate swap, and changes in fair value were recorded directly to interest expense.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
New Accounting Standards Issued and Not Yet Adopted—In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All the related ASUs are effective for the Company’s annual reporting period beginning January 1, 2019, and interim reporting periods within annual reporting periods beginning on January 1, 2020. The new standard could change the amount and timing of revenue and costs for certain significant revenue streams, increase areas of judgment and related internal controls requirements, change the presentation of revenue for certain contract arrangements, and possibly require changes to the Company’s software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements.
The standards permit the use of either the retrospective or cumulative effect transition method. The Company will adopt the modified retrospective method where it will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings while prior period amounts will not be adjusted and will continue to be reported in accordance with the Company’s legacy accounting under ASC 605. The Company has assigned both internal and external consulting resources to assist in its evaluation and is finalizing its evaluation of the impact of the standard. As part of its ongoing evaluation, the Company is assessing the impact of the Company's accounting for arrangements that include variable consideration (i.e. discounts, credits, and milestone payments) and multiple performance obligations. Currently, the Company's revenue is generated from arrangements with distributors and end users involving combinations of product and user fees that are evaluated under ASC 605-25 and ASC 840. The majority of the Company’s revenues is derived from the sale of its primary product, paper consumables. The Company currently allocates revenue between the lease and non-lease component of its arrangements which is consistent with the requirements under ASC 606. As such, the Company does not anticipate any material impact from the allocation of transaction price among the lease and non-lease components.
Within its arrangements, the Company has variable consideration including but not limited to discounts and credits. Impacts associated with variable consideration under its arrangements such as discounts and credits are not material as the Company is currently accounting for this consideration consistent with the new standard. The Company preliminarily reviewed its sales commission policies to determine impact under ASC 606 and does not anticipate a material impact to its financial statements as the commissions currently being paid are immaterial to the Company’s financial statements. In addition, the Company expects that the changes in accounting for contingent milestone payments will have an effect on the future accounting treatment for the arrangements under the End of Line Automation Neopack Solutions S.A.S dba e3Neo (“e3Neo”) product line. The previous accounting guidance contained specific guidance related to the accounting for milestone payments including, if certain criteria were met, the ability to recognize all consideration related to the milestone once that milestone was achieved. The revenue ASUs do not contain guidance specific to milestone payments, thereby requiring potential milestone payments to be considered in accordance with the overall revenue recognition model. As a result, revenue from contingent milestone payments may be recognized earlier under the revenue ASUs than under the existing guidance, based on an assessment of the probability of achievement of the milestones and the likelihood of a significant reversal of such revenue at each reporting date. Revenue from the end of line automation (e3Neo) product line was less than 5% of total revenues in 2018 so the Company does not expect a material impact from any change in accounting for this product line. The Company is also evaluating any changes in balance sheet classification under ASC 606 and has not currently identified any changes. While the Company continues to assess the potential impacts of the new standard, including the areas described above, it cannot reasonably estimate the impact of the new standard on its consolidated financial statements and related notes.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020 with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-02 for private companies until fiscal years beginning after December 15, 2020. The Company is assessing the potential impact of the new standard on the consolidated financial statements and the change in adoption.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in ASC Topic 820, Fair Value Measurement. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is assessing the potential impact of the new standard on the consolidated financial statements.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Derivatives and Hedging, (Topic 815) and Financial Instruments, (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13. On October 16, 2019, the FASB delayed the implementation of ASU 2016-13 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-13. The amendments address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after December 15, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 20, 2020, with early adoption permitted. On October 16, 2019, the FASB delayed the implementation of ASU 2016-01 for private companies until fiscal years beginning after December 15, 2020. The Company is currently assessing this new guidance and will make a determination as to when to adopt ASU 2016-01 as well as the impact adopting ASU 2019-04 will have on the Company's condensed consolidated financial statements.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 3 — Supplemental Balance Sheet Data
Accounts Receivable—The allowance for doubtful accounts was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
September 30, 2019
|
|
|
December 31, 2018
|
|
Allowance for doubtful accounts
|
|
$
|
(0.2
|
)
|
|
|
$
|
(0.2
|
)
|
Inventories—The components of inventories were as follows at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
September 30, 2019
|
|
|
December 31, 2018
|
|
Inventories
|
|
|
|
|
|
|
Raw materials
|
|
$
|
7.9
|
|
|
|
$
|
4.1
|
|
|
Finished goods
|
|
5.0
|
|
|
|
8.0
|
|
|
Total inventories
|
|
12.9
|
|
|
|
12.1
|
|
|
Less reserve for obsolescence
|
|
(0.4
|
)
|
|
|
(0.3
|
)
|
|
Total inventories, net
|
|
$
|
12.5
|
|
|
|
$
|
11.8
|
|
Property, Plant and Equipment—Depreciation expense is recorded in cost of sales and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended
September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019
through June 2,
2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
|
Depreciation expense included in cost of sales
|
$
|
5.1
|
|
|
$
|
6.9
|
|
|
|
$
|
8.9
|
|
|
$
|
5.3
|
|
|
$
|
15.9
|
|
|
Depreciation expense included in depreciation and amortization expense
|
0.4
|
|
|
0.5
|
|
|
|
0.7
|
|
|
0.4
|
|
|
1.0
|
|
|
Total depreciation expense
|
$
|
5.5
|
|
|
$
|
7.4
|
|
|
|
$
|
9.6
|
|
|
$
|
5.7
|
|
|
$
|
16.9
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 4 — Acquisition
Ranpak Business Combination—On June 3, 2019, the Company consummated the acquisition of all outstanding and issued equity interests of Rack Holdings pursuant to the Stock Purchase Agreement for consideration of $799.6 million and €140.0 million ($160.8 million) in cash, (A) $341.5 million and €140.0 million of which was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as contemplated by the Stock Purchase Agreement and (B) the remainder of which was paid to Seller. The purchase price paid at Closing was estimated and subject to customary post-Closing adjustments which included an adjustment of $0.7 million for net working capital and as additional consideration.
The Ranpak Business Combination is accounted for under ASC 805. Pursuant to ASC 805, the Company has been determined to be the accounting acquirer. Refer to Note 2 for more information. Rack Holdings constitutes a business with inputs, processes, and outputs. Accordingly, the acquisition of Rack Holdings constitutes the acquisition of a business for purposes of ASC 805 and due to the change in control of Rack Holdings was accounted for using the acquisition method. The Company recorded the fair value of assets acquired and liabilities assumed from Rack Holdings.
The allocation of the consideration to the assets acquired and liabilities assumed is based on various estimates. As of September 30, 2019, the Company completed its evaluation of net working capital as part of the purchase price paid at Closing and paid additional consideration of $0.7 million. The Company continues to evaluate the fair value of the acquired intangible assets and equipment. As such, to the extent of these estimates, the purchase price allocation is preliminary and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Any adjustments will be recognized in the reporting period in which the adjustment amounts are determined.
The following represents the preliminary purchase price allocation for the Ranpak Business Combination:
|
|
|
|
|
|
|
|
|
Amount
|
|
Total Consideration, net of cash
|
$
|
945.6
|
|
|
|
|
|
|
Cash and cash equivalents
|
10.1
|
|
|
Accounts receivable
|
28.2
|
|
|
Inventories
|
15.5
|
|
|
Property, plant and equipment
|
118.8
|
|
|
Other assets
|
4.7
|
|
|
Intangible assets
|
480.8
|
|
|
Total identifiable assets acquired
|
658.1
|
|
|
Accounts payable
|
8.6
|
|
|
Accrued expenses
|
7.4
|
|
|
Other liabilities
|
4.5
|
|
|
Deferred tax liabilities
|
112.8
|
|
|
Net identifiable liabilities acquired
|
133.3
|
|
|
Goodwill
|
$
|
420.8
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Intangible assets and property, plant and equipment balance comprise the following:
|
|
|
|
|
|
|
|
|
|
|
Preliminary
Fair Value
|
|
Remaining
Useful Lives
|
|
Trade Names/Trademarks
|
$
|
106.0
|
|
|
Indefinite
|
|
Customer/Distributor Relationships
|
205.7
|
|
|
15 years
|
|
Patented/Unpatented Technology
|
164.1
|
|
|
10 years
|
|
In-Process Research & Development
|
5.0
|
|
|
10 years
|
|
Total Preliminary Fair Value
|
480.8
|
|
|
|
|
Carrying Value as of 06/2/2019
|
274.6
|
|
|
|
|
Adjustment amount
|
$
|
206.2
|
|
|
|
|
|
|
|
|
|
Machinery and Equipment
|
$
|
108.1
|
|
|
5 years
|
|
Buildings and Improvements
|
6.6
|
|
|
15 years
|
|
Land
|
4.1
|
|
|
N/A
|
|
Total Preliminary Fair Value
|
118.8
|
|
|
|
|
Carrying Value as of 06/02/2019
|
71.9
|
|
|
|
|
Adjustment amount
|
$
|
46.9
|
|
|
|
The preliminary fair values for the trade names/trademarks, and patented/unpatented technology were determined using the Relief-from-Royalty Method, which is a combination of an Income Approach and Market Approach. The preliminary fair value for customer/distributor relationships was determined using the Multi-Period Excess Earnings Method, which is an Income-based Approach.
The preliminary fair value for land was determined using Sales Comparison and Cost Approaches, depending on location. The preliminary fair value for machinery and equipment, and buildings and improvements were determined using a combination of the Cost Approach and Market Approach, considering physical deterioration when determining current reproduction costs.
The preliminary estimates of remaining useful lives for the intangible assets and property, plant, and equipment were determined by assessing the period of economic benefit of the asset.
Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets, largely arising from the assembled workforce, new customers and the replacement of customer and technology attrition. Goodwill is not amortized for tax purposes.
Transaction costs incurred in the Ranpak Business Combination totaled $48.0 million. Of this amount, $12.6 million was classified as debt issuance costs, including $1.7 million presented as assets and $10.9 million presented as a reduction to debt within the condensed consolidated balance sheets. Transaction costs of $0.0 million were expensed in the Successor Period from July 1, 2019 through September 30, 2019, $0.3 million was expensed in the Successor Period from June 3, 2019 through September 30, 2019, $7.4 million was expensed in the Predecessor Period from January 1, 2019 through June 2, 2019, and $1.0 million was expensed in the Predecessor Period from July 1, 2018 through September 30, 2018 and $1.2 million was expensed in the Predecessor Period from January 1, 2018 through September 30, 2018 within income from operations in the condensed consolidated statement of operations.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
Amount
|
|
Deferred financing costs
|
$
|
12.6
|
|
|
Transaction costs
|
25.6
|
|
|
Payment of accrued transaction costs
|
9.8
|
|
|
Total
|
$
|
48.0
|
|
|
|
|
|
|
Debt issuance costs:
|
|
|
|
Presented as reduction to debt
|
$
|
10.9
|
|
|
Presented as asset
|
1.7
|
|
|
Total debt issuance costs
|
$
|
12.6
|
|
The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Ranpak Business Combination occurred on January 1, 2018, for the three months and nine months ended September 30, 2019 and 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Net Sales
|
|
$
|
70.4
|
|
|
$
|
64.7
|
|
|
$
|
196.9
|
|
|
$
|
188.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
(8.0
|
)
|
|
$
|
(2.1
|
)
|
These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented and are not necessarily indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented.
Neopack Acquisition—On February 28, 2017, pursuant to the Share Purchase Agreement (“e3NEO Purchase Agreement”) the Predecessor acquired all of the capital stock of Neopack Solutions S.A.S. dba e3NEO.
The e3NEO Purchase Agreement contained a contingent consideration arrangement that required the Company to pay e3NEO a “Next Generation Machine Payment”, which was computed by the Company based on certain criteria established in the e3NEO Purchase Agreement. The criteria included, but were not limited to, the design and development by e3NEO of a prototype of the “Next Generation Machine” as defined in the e3NEO Purchase Agreement. The maximum amount payable, $1.1 million, was recorded as contingent consideration, of which $0.8 million was paid in the nine months ended September 30, 2018, and the remainder of the balance was paid prior to December 31, 2018.
Additionally, the e3NEO Purchase Agreement contains an earn-out provision whereby the seller may be entitled to receive an earn-out payment in an amount up to the greater of (i) $2.6 million (the “Minimum Earn-Out Amount”), and (ii) the trailing twelve (12) month earnings before income taxes, depreciation and amortization of the business calculated as of December 31, 2020 multiplied by forty-eight percent (48%). The earn-out payment, if and to the extent earned, shall be paid in accordance with the terms of the e3NEO Purchase Agreement. In order to be eligible to receive the Minimum Earn-Out Amount pursuant the e3NEO Purchase Agreement, e3NEO must have caused the business to receive purchase orders from customers and receive sign-off from such customers upon completion of a successful factory acceptance test, for at least twenty (20) Next Generation Machines on or before December 31, 2019 subject to the reasonable approval of the Company. At September 30, 2019 and December 31, 2018, the Company determined the seller would likely be entitled to receive the Minimum Earn-Out Amount of $2.6 million payable in 2020, and as a result, has included the amount payable in other non-current liabilities on the consolidated balance sheet at September 30, 2019 and December 31, 2018.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 5 — Long-Term Debt
Successor
In connection with the Closing of the Ranpak Business Combination, Ranger Pledgor LLC ("Holdings"), Ranger Packaging LLC (the "US Borrower") and Ranpak B.V (the "Dutch Borrower" and together with the US Borrower, the "Borrowers"), entered into a First Lien Credit Agreement that provided for senior secured credit facilities to, in part, (i) fund the business combination, (ii) repay and terminate the existing indebtedness of Rack Holdings, and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate principal amount of the senior secured credit facilities consists of a $378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a €140.0 million ($152.6 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures seven years after the closing date and the Revolving Facility matures five years after the Closing Date. As of September 30, 2019, no amounts are outstanding under the Revolving Facility.
At September 30, 2019 long-term debt consisted of the following:
|
|
|
|
|
|
|
|
First Lien Dollar Term Facility
|
$
|
378.2
|
|
|
First Lien Euro Term Facility (140.0 million Euro)
|
152.6
|
|
|
Revolving Facility
|
—
|
|
|
Total Debt
|
$
|
530.8
|
|
|
Less deferred financing costs, net
|
(10.2
|
)
|
|
Less current portion
|
(5.4
|
)
|
|
Long-term Debt
|
$
|
515.2
|
|
Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss.
Borrowings under the Facilities, at the Borrowers' option, bear interest at either (1) an adjusted eurocurrency rate or (2) a base rate, in each case plus an applicable margin. The applicable margin is 4.00% with respect to eurocurrency borrowings and 3.00% with respect to base rate borrowings (in each case, assuming a first lien net leverage ratio of greater than or equal to 5.00:1.00), subject to a leverage-based stepdown.
In connection with the debt financing, the Company, entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the Facilities. The fixed rate payable under the swap was 2.5634%. The interest rate swap became effective and was novated to the Company on the closing date in the amount of $4.7 million and will mature on June 3, 2022. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements the details of which are further explained in Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility.
The Facilities will provide the Borrowers with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $95.0 million and 100% of trailing-twelve months Consolidated EBITDA (as defined in the definitive documentation with respect to the Facilities), plus any voluntary prepayments of the debt financing (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.
The obligations of (i) the US Borrower under the Facilities and certain of its obligations under hedging arrangements and cash management arrangements are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
direct or indirect wholly-owned US organized restricted subsidiary of Holdings (together with Holdings, the “US Guarantors”) and (ii) the Dutch Borrower under the Facilities are unconditionally guaranteed by the US Borrower, the US Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch organized restricted subsidiary of Holdings (the “Dutch Guarantors”, and together with the US Guarantors, the “Guarantors”), in each case, other than certain excluded subsidiaries. The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the US Borrower and US Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor.
The Facilities imposed restrictions that require the Company to comply with or maintain certain financial tests and ratios. Such agreements restrict our ability to, among other things: (i) declare dividends or redeem or repurchase capital stock, including with respect to Class A common stock (ii) prepay, redeem or purchase other debt (iii) incur liens (iv) make loans, guarantees, acquisitions and other investments (v) incur additional indebtedness (vi) engage in sale and leaseback transactions (vii) amend or otherwise alter debt and other material agreements (viii) engage in mergers, acquisitions and asset sales (ix) engage in transactions with affiliates and (x) enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries. The Company was in compliance with all of its financial covenants as of September 30, 2019.
Predecessor
At December 31, 2018, long-term debt consisted of the following:
|
|
|
|
|
|
|
|
First Lien Term Loan B - United States Dollar based facility with interest based on one month adjusted Eurodollar plus margin. Interest rate was 5.77% at December 31, 2018
|
$
|
253.6
|
|
|
First Lien Term Loan B - Euro based facility with interest based on one month adjusted EURIBOR plus margin. Interest rate was 4.25% at December 31, 2018
|
172.4
|
|
|
Second Lien US$ Tranche with interest based on one month adjusted Eurodollar plus margin. Interest rate was 9.71% at December 31, 2018
|
80.5
|
|
|
Total Debt
|
$
|
506.5
|
|
|
Less deferred financing costs
|
(7.2
|
)
|
|
Less current portion (First Lien)
|
(4.4
|
)
|
|
Long-term debt
|
$
|
494.9
|
|
Deferred financing costs represent costs incurred in connection with the issuance or amendment of the Company’s debt agreements. Deferred financing costs are amortized over the terms of the related debt, using the effective interest method, and recognized as a component of interest expense in the consolidated statements of operations and comprehensive loss. At the Closing of the Ranpak Business Combination, Rack Holdings' existing debt, which amounted to approximately $495.0 million, was repaid in full. At the date of the transaction, the remaining $6.3 million of deferred finance costs were written-off.
Amortization and accumulated amortization of deferred financing costs was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended
September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019
through June 2,
2019
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
|
Amortization of deferred financing costs
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
|
$
|
7.5
|
|
|
$
|
0.6
|
|
|
$
|
2.0
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
September 30, 2019
|
|
|
December 30, 2018
|
|
Accumulated amortization of deferred financing costs
|
|
|
$
|
0.7
|
|
|
|
$
|
15.5
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 6 — Income Taxes
For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full year for its operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. The Company’s effective tax rate was as following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
|
Effective tax rate
|
69.8%
|
|
31.4%
|
|
|
20.5%
|
|
105.8%
|
|
56.2%
|
The fluctuation in the effective tax rate over the periods presented above was primarily attributable to a jurisdictional mix of income between periods. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the U.S., and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.
Pursuant to the Ranpak Business Combination discussed in detail in Note 4, the Company has preliminarily estimated the fair market value of assets and liabilities, including the impact on the deferred tax assets and liabilities in accordance with the guidance under ASC 805. The deferred tax assets and liabilities are provisional as the valuation analysis is not complete. The provisional deferred tax assets and liabilities will be adjusted accordingly with any changes to the fair market value of the underlying assets and liabilities. The provisional deferred tax assets and liabilities adjustment was a net increase in the deferred tax liability of $50.8 million.
The Company files income tax returns in the United States and various foreign, state and local jurisdictions. With few exceptions, the Company is no longer subject to federal, foreign, and state and local income tax examination by tax authorities for years ended before 2013.
RANPAK HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Note 7 — Commitments and Contingencies
Profit Interests—Certain members of the Company’s management team were granted profit interests in the Seller, Rack Holdings' former parent company, that allow for them to share in the eventual profits at a future date after giving preference to preferred and common shareholders upon a liquidity event. The return on such profit interests is dependent upon the achievement of predefined internal rate of return targets, and is also subject to time vesting based on years of service. As of September 30, 2019, certain members of the Company's management team were paid approximately $2.8 million related to the profit interests agreement and the Company has determined recording these payments in neither the Successor Period nor Predecessor Period is appropriate. This conclusion is based on these expenses being related the Ranpak Business Combination which is a change-in-control event.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 8 — Derivative Instruments
The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in interest rates.
Interest Rate Swap
On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on the third anniversary of the Closing. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty. On September 25, 2019, the Company entered into two new interest rate swaps, one that lowered the rate on the $200.0 million notional amount to 2.3109% and extended the maturity for one year and the second on a new $50.0 million notional amount. Both interest rate swaps have matching maturities of June 1, 2023. The Company was able to apply hedge accounting to both of these swap arrangements.
On September 25, 2019, the Company began applying hedge accounting to the two new interest rate derivatives. Changes in fair value are recorded to interest expense. The fair value of the hedging instrument is a liability of $6.4 million consisting of a long-term liability of $6.0 million, a short-term liability of $0.4 million as of September 30, 2019 with corresponding charges recorded as a component of interest expense and other comprehensive income, as discussed below. The Company recognized a loss of $(6.4) million in interest expense in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the period of June 3, 2019 through September 30, 2019. No gains or losses were recognized prior to June 3, 2019.
Hedges of Interest Rate Risk
The Company enters into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to portions of our variable rate debt. On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The interest rate swap became effective on the Closing of the Ranpak Business Combination and will terminate on June 3, 2023. The interest rate swap economically converts a portion of the variable rate debt to fixed rate debt. The Company received floating interest payments monthly based on one-month LIBOR, and paid a fixed rate of 2.5634% to the counterparty.
Prior to September 25, 2019, the Company did not apply hedge accounting to the interest rate derivative. Changes in fair value were recorded to interest expense. On September 25, 2019, the Company amended the existing interest rate swap for the notional amount of $200.0 million to extend its term and concurrently entered into an incremental $50.0 million notional swap with similar terms. As of September 30, 2019, our interest rate swap contracts have a combined notional of $250.0 million and terminate on June 1, 2023. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. Beginning in September 2019, our interest rate swaps were designated as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net.
During the quarter ended September 30, 2019, unrealized gains of $0.0 million were recorded to other comprehensive loss, and $0.0 million was reclassified out of accumulated other comprehensive loss to interest expense as no payments were made to the swap counterparty. No amounts related to cash flow hedges were recognized in other comprehensive loss prior to September 2019, as the Company had not previously designated its inters rate swaps as hedges. As of September 30, 2019, the Company does not anticipate having to reclassify any of the net hedging losses from accumulated other comprehensive loss into earnings during the next 12 months to offset the variability of the hedged items during this period.
The following table summarizes the total fair value of derivative assets and liabilities as of September 30, 2019. The Company had no derivative positions as of December 31, 2018:
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of September 30, 2019
|
|
|
|
|
|
Other Assets
|
|
Current Liabilities
|
|
Non-current Liabilities
|
|
Interest rate swaps not designated as accounting hedge
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate swaps designated as accounting hedge
|
|
—
|
|
|
0.4
|
|
|
6.0
|
|
|
Total derivatives
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
6.0
|
|
The following table presents the effect of our derivative financial instruments on our statement of financial performance. The income effects of our derivative activities are reflected in Interest expense. There were no gains or losses recorded prior to June 3, 2019 (the Predecessor Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions
|
|
Three Months Ended September 30, 2019
|
|
June 3 to September 30, 2019
|
|
|
Total interest expense presented in the statement of operations
|
|
$
|
9.5
|
|
|
$
|
17.5
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
Cash flow hedges- interest rate swaps
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
Interest rate Swap
|
|
$
|
(1.1
|
)
|
|
$
|
(6.4
|
)
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 9 — Fair Value Measurement
Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:
|
|
|
|
▪
|
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
▪
|
Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.
|
|
|
|
|
▪
|
Level 3 — Unobservable inputs that are supported by little or no market activities.
|
The carrying values of cash and cash equivalents (primarily consisting of bank deposits), accounts receivable and accounts payable approximate their fair values due to the short-term nature of these instruments as of September 30, 2019 and December 31, 2018. The carrying value of borrowings under the credit facilities approximates fair value due to the variable interest rates associated with those borrowings.
The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of the Company's financial instruments as of September 30, 2019 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Fair Value Measurements
|
|
September 30, 2019
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current and Long-term debt
|
|
$
|
530.8
|
|
|
$
|
530.8
|
|
|
$
|
—
|
|
|
$
|
530.8
|
|
|
$
|
—
|
|
|
Derivative liability
|
|
$
|
6.4
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
Earn-out contingent liability
|
|
$
|
2.6
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Fair Value Measurements
|
|
December 31, 2018
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
$
|
494.9
|
|
|
$
|
494.9
|
|
|
$
|
—
|
|
|
$
|
494.9
|
|
|
$
|
—
|
|
|
Derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Earn-out contingent liability
|
|
$
|
2.6
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
The valuation techniques and inputs used for fair value measurements categorized within Level 2 and Level 3 include quoted comparable prices from market inputs and significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using the Company’s own estimates and assumptions or those expected to be used by market participants. The Company determines its valuation policies and procedures and analyzes changes in fair value measurements from period to period by using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs.
The fair value of outstanding long-term debt is estimated at $530.8 million as of September 30, 2019 based on prices and other relevant information generated by market transactions involving identical or comparable debt instruments, which represents a Level 2 measurement. Derivative positions are classified within level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk. The fair value of the earn-out contingent liability is estimated at $2.6 million as of September 30, 2019 based on contractual terms, which
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
represents a Level 3 measurement. For fair value measurements categorized within Level 3 of the fair value hierarchy, the amount of the total gains or losses for the period included in earnings (or changes in net assets) that is attributable to the change in unrealized gains or losses relating to those assets and liabilities held at the end of the reporting period is $0.0 million.
Note 10 — Shareholders’ Equity
Capital Stock—The Company is authorized to issue 426,000,000 shares of capital stock, consisting of (i) 200,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 25,000,000 shares of Class B common stock, par value $0.0001 per share, and (iii) 200,000,000 shares of Class C common stock, par value $0.0001 per share and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share.
Common Shares—Each holder of Class A Common Stock ("Class A") is entitled to one vote for each Class A share held of record. Holders of shares of Class C Common Stock ("Class C") have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote. Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares.
Preferred Shares—The Company's charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of September 30, 2019, the Company had no preferred stock outstanding.
Public Warrants—On January 22, 2018, the Company consummated its IPO of 30,000,000 units, each consisting of one Class A ordinary share and one half of one warrant to purchase one Class A ordinary share, i.e., 15,000,000 warrants in total (the “public warrants”).
Forward Purchase Warrants—On October 5, 2017, on a private placement basis pursuant to individual forward purchase agreements, the Company’s anchor investors agreed to purchase an aggregate of 15,000,000 Class A ordinary shares (or, at each holder’s election, Class C ordinary shares) plus 5,000,000 warrants to purchase shares of Class A ordinary shares (or, at each holder’s election, warrants to purchase shares of Class C ordinary shares) (the “forward purchase warrants”) at a purchase price of $10.00 per ordinary share, with one forward purchase warrant allocated per three forward purchase shares issuable to each investor. The forward purchase shares and forward purchase warrants were issued on June 3, 2019 in connection with the closing of the Ranpak Business Combination.
Private Placement Warrants—On January 17, 2018, certain investors purchased an aggregate of 8,000,000 private placement warrants at a price of $1.00 per whole warrant in a private placement that closed simultaneously with the closing of the IPO. On March 27, 2019, the Company entered into a warrant exchange agreement with certain holders of the private placement warrants, pursuant to which 7,429,256 of the outstanding private placement warrants were canceled by the Company in exchange for 742,926 shares of Class A common stock (a 10:1 ratio) in connection with the closing of the Ranpak Business Combination. The private placement warrants (including the shares of Class A common stock or, at the holder’s election, Class C common stock issued upon exercise of the private placement warrants) are not be transferable, assignable or salable until 30 days after the completion of the Ranpak Business Combination, subject to certain exceptions, and they will not be redeemable by the Company so long as they are held by the anchor investors who initially purchased such warrants or their respective permitted transferees.
Terms of the Warrants—Each warrant entitles the registered holder to purchase one share of Class A common stock (or with respect to the forward purchase and private placement warrants, at the election of the holder, one share of Class C common stock) at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the closing of the Ranpak Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the public warrants and a current prospectus relating thereto is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky laws of the state of residence of the holder. Pursuant to the warrant agreement that governs the terms of the warrants, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock (or with respect to the forward purchase warrants, at the election of the holder, one share of Class C common stock). This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the closing of the business combination, or earlier upon redemption or liquidation.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Once the public warrants and forward purchase warrants are exercisable, the Company may call such warrants for redemption in whole and not in part;
|
|
|
|
•
|
At a price of $0.01 per warrant;
|
|
|
|
|
•
|
Upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
|
|
|
•
|
If, and only if, the reported last sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
Registration Rights—Certain investors were entitled to registration rights pursuant to the forward purchase agreements, subscription agreements, private placement warrant agreements, and the registration rights agreement entered into concurrently with the closing of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company bore the expenses incurred in connection with the filing of any such registration statements.
Outstanding Shares—At September 30, 2019 and December 31, 2018, the Company had the following shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
Predecessor
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
Class A
|
Class C
|
Total Common
|
|
Common
|
|
Shares outstanding not subject to an earn-out agreement
|
41,244,899
|
5,779,910
|
47,024,809
|
|
995
|
|
Shares subject to a $15.00 earn-out
|
2,940,336
|
0
|
2,940,336
|
|
0
|
|
Shares subject to a $12.50 earn-out
|
3,018,617
|
731,383
|
3,750,000
|
|
0
|
|
Shares subject to a $12.25 earn-out
|
157,500
|
0
|
157,500
|
|
0
|
|
Total
|
47,361,352
|
6,511,293
|
53,872,645
|
|
995
|
Translation adjustment—Translation adjustments recorded are the only component of accumulated other comprehensive gain (loss) in shareholders’ equity. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive loss which is net of tax, where applicable. Translation adjustments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended
September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019
through June 2,
2019
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
Translation adjustment
|
$
|
(11.1
|
)
|
|
$
|
(6.3
|
)
|
|
|
$
|
23.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
(5.4
|
)
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 11— Stock-Based Compensation
The Company expenses the fair value of grants of various stock-based compensation programs over the vesting period of the awards. Awards granted are recognized as compensation expense based on the grant date fair value, estimated in accordance with FASB Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. The grant date fair value is the closing price of the Company's stock on the grant date. Failure to satisfy the threshold service or performance conditions will result in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions will result in a reversal of previously recognized share-based compensation expense so long as the awards are probable of vesting.
The table below summarizes certain data for the Company’s stock-based compensation plans:
|
|
|
|
|
|
|
|
|
June 3, 2019 through September 30, 2019
|
|
Compensation expense for all stock based compensation plans
|
$
|
1.8
|
|
|
Tax (expense) benefits for stock-based compensation
|
0.4
|
|
|
Fair value of vested awards
|
$
|
2.2
|
|
The Company’s shareholders approved the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Plan”) at its Annual Meeting of Shareholders on February 20, 2019. The purpose of the 2019 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. The 2019 Plan is an omnibus plan that may provide these incentives through grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company.
As of September 30, 2019, a maximum of 4,118,055 shares may be issued under the 2019 Plan. As of September 30, 2019, 955,196 equity awards have been granted, (39,410) equity awards have been canceled, and zero equity awards vested under the 2019 Plan, leaving 3,202,269 shares available for future awards under the 2019 Plan. Shares issued are new shares which have been authorized and designated for award under the 2019 Plan.
Restricted Stock Units—Restricted stock units represent a right to receive one share of the Company’s common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Certain restricted stock units vest ratably over a three or two-year period while others vest over a one-year period. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis.
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Restricted at June 3, 2019
|
—
|
|
|
$
|
—
|
|
|
Granted
|
388,527
|
|
|
9.66
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(8,704
|
)
|
|
9.77
|
|
|
Outstanding at September 30, 2019
|
379,823
|
|
|
$
|
9.66
|
|
As of September 30, 2019, there was $2.4 million of remaining unamortized deferred compensation associated with these restricted stock units that will be expensed over the remaining service period through June 3, 2021. Expense recognized due to the vesting of these awards was $0.9 million from June 3, 2019 through September 30, 2019.
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Performance-Based Restricted Stock Units—Performance-based restricted stock units may vest at the end of a 2.5-year performance period but the level of the awards to be earned at the end of the performance period is contingent upon attainment of specific business performance goals during an initial one-year performance period. If certain minimum performance levels are not attained, no awards will become vested. The awards are variable in that compensation could range from zero to 150% of the 2019 Plan's target contingent on the performance level attained. The fair value of performance-based restricted stock units is determined on the grant date. Compensation cost for these awards is recognized based on the probability of achievement of the performance-based conditions. The table below includes the maximum number of restricted stock units that may be earned under the 2019 Plan.
|
|
|
|
|
|
|
|
|
|
|
Performance-Based Restricted Stock Units
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Restricted at June 3, 2019
|
—
|
|
|
$
|
—
|
|
|
Granted
|
562,948
|
|
|
9.77
|
|
|
Forfeited
|
(30,706
|
)
|
|
9.77
|
|
|
Outstanding at September 30, 2019
|
532,242
|
|
|
$
|
9.77
|
|
As of September 30, 2019, there was $4.7 million of remaining unamortized deferred compensation associated with these performance-based restricted stock units that may be expensed over the remaining service period through January 1, 2022. Expense recognized due to the vesting of these awards was $0.9 million for the period ended on September 30, 2019.
Director Stock Units—Members of the Company's Board of Directors may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears, vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. The table below includes the number of shares granted and vested for Directors electing to receive retainer payments in shares for the periods below.
|
|
|
|
|
|
|
|
|
|
|
Director Stock Units
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Balance at June 3, 2019
|
—
|
|
|
$
|
—
|
|
|
Granted
|
3,720
|
|
5.04
|
|
|
Vested
|
(3,720)
|
|
5.04
|
|
|
Balance at September 30, 2019
|
—
|
|
|
$
|
—
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 12—Earnings/Loss per share
Basic earnings (loss) per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution, if any, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method or if-converted method. Diluted EPS excludes potential shares of common stock if their effect is anti-dilutive. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.
The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between different classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company applied the two-class method for EPS when computing net income (loss) per Class A and Class C common shares.
The Predecessor had one class of shares outstanding. As of September 30, 2019, the Company has not issued any instruments that were considered to be participating securities. The Successor’s weighted average shares of Class A and Class C common stock have been combined in the denominator of basic and diluted earnings (loss) per share because they have equivalent economic rights. The following tables set forth the computation of the Company's (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
(Expressed in $000,000's except per share amounts)
|
|
Three Months Ended
September 30, 2019
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(1.6
|
)
|
$
|
(12.0
|
)
|
|
|
$
|
(19.0
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.6
|
)
|
|
Income allocated to participating preferred shares
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net income (loss) attributable to common stockholders for basic and diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1.6
|
)
|
$
|
(12.0
|
)
|
|
|
$
|
(19.0
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
53,871,068
|
|
53,870,568
|
|
|
|
995
|
|
|
995
|
|
|
995
|
|
|
Denominator adjustments for diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
Assumed exercise of warrants
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Assumed vesting of RSUs
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Dilutive weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
53,871,068
|
|
53,870,568
|
|
|
|
995
|
|
|
995
|
|
|
995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.03
|
)
|
$
|
(0.22
|
)
|
|
|
$
|
(19,195.40
|
)
|
|
$
|
279.43
|
|
|
$
|
(4,660.08
|
)
|
|
Diluted
|
|
$
|
(0.03
|
)
|
$
|
(0.22
|
)
|
|
|
$
|
(19,195.40
|
)
|
|
$
|
279.43
|
|
|
$
|
(4,660.08
|
)
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Three Months Ended
September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
|
Warrants on Common Stock
|
|
20,108,744
|
|
|
20,108,744
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
|
and Performance-based
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units (Note 11)
|
|
951,475
|
|
|
951,475
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
21,060,219
|
|
|
21,060,219
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 13 — Related Party
Rack Holdings had a monitoring fee agreement, with Rhone Capital IV L.P., a related party, which required Rack Holdings to pay 1% of projected annual earnings before interest, taxes and depreciation and amortization in advance of each semi-annual period, adjusted retroactively up or down, plus reimbursement of other expenses. As of June 3, 2019, upon the Closing of the Ranpak Business Combination and change in control, this monitoring fee was eliminated. Monitoring fee and reimbursement expenses are included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for all predecessor periods presented, and were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Three Months Ended September 30, 2019
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019
through June 2, 2019
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
Monitoring fee
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
RANPAK HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 14 — Segment and Geographic Information
In accordance with ASC 280, Segment Reporting, the Company has determined it has two operating segments which are aggregated into one reportable segment, Ranpak. The chief operating decision maker assesses the Company’s performance and allocates resources based on the Company’s consolidated financial information. The aggregation of the two operating segments is based on the Company’s determination that per ASC 280 the operating segments have similar economic characteristics, and are similar in all of the following areas: the nature of products and services, the nature of production processes, the type or class of customer for their products or provide their services, and the methods used to distribute their products or provide their services. In addition, the operating segments were aggregated for purposes of determining whether segments meet the quantitative threshold for separate reporting.
The Company attributes revenue to individual countries based on the Company’s selling location. The Company’s products are primarily sold from the United States and the Netherlands. The following table presents a summary of total net sales from external customers and long-lived assets by geographic location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
As of September 30, 2019 and for the three months ended September 30, 2019
|
|
United
States
|
|
Netherlands
|
|
Total
|
|
Net revenues
|
|
$
|
32.9
|
|
|
$
|
36.2
|
|
|
$
|
69.1
|
|
|
Long-lived assets
|
|
$
|
63.1
|
|
|
$
|
58.1
|
|
|
$
|
121.2
|
|
|
|
|
|
|
|
|
|
|
For the period from June 3, 2019 through September 30, 2019
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
42.2
|
|
|
$
|
43.2
|
|
|
$
|
85.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
For the period from January 1, 2019 through June 2, 2019
|
|
United
States
|
|
Netherlands
|
|
Total
|
|
Net revenues
|
|
$
|
50.1
|
|
|
$
|
56.3
|
|
|
$
|
106.4
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2018 and for the three months ended September 30, 2018
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
32.5
|
|
|
$
|
32.6
|
|
|
$
|
65.1
|
|
|
Long-lived assets
|
|
$
|
35.8
|
|
|
$
|
39.6
|
|
|
$
|
75.4
|
|
|
|
|
|
|
|
|
|
|
For the nine month ended September 30, 2018
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
94.6
|
|
|
$
|
97.3
|
|
|
$
|
191.9
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018 and for the year ended December 31, 2019
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
131.4
|
|
|
$
|
136.5
|
|
|
$
|
267.9
|
|
|
Long-lived assets
|
|
$
|
34.0
|
|
|
$
|
39.0
|
|
|
$
|
73.0
|
|
As of September 30, 2019 and December 31, 2018, 47.9% and 53.4%, respectively, of the Company’s long-lived assets were located outside of the U.S. The Company’s customers are not concentrated in any specific geographic region. During the Successor period for the three months ended September 30, 2019 and for the period from June 3, 2019 through September 30, 2019, one customer accounted for approximately 9.5% and 10.1% of total revenues, respectively. For the period from January 1, 2019 through June 2, 2019, one customer accounted for 8.5% of total revenues, respectively. During the three and nine months ended September 30, 2018, one customer accounted for approximately 10.5% and 10.8% of total revenues, respectively.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with the sections entitled “Risk Factors” and “Forward-Looking Statements,” and our financial statements and related notes included in this Quarterly Report on Form 10-Q and our Proxy Statement/Prospectus on Schedule 14A, dated May 2, 2019 and filed with the SEC on May 3, 2019, as well as the section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of Ranpak included in the Proxy Statement/ Prospectus. For purposes of this section, "Ranpak", "the Company", "we", or "our" refer to (i) Rack Holdings and its subsidiaries (the "Predecessor") for the period from January 1, 2019 through June 2, 2019 and the three and nine month periods ended September 30, 2018 (each referred to herein as a "2019 Predecessor Period") prior to the consummation of the Ranpak business Combination and (ii) Ranpak Holdings Corp. and its subsidiaries (the "Successor ") for the period from June 3, 2019 through September 30, 2019 (the "Successor Period") after the consummation of the Ranpak Business Combination, unless the context otherwise requires. Capitalized terms used and not defined herein have the meanings disclosed in the Proxy Statement/Prospectus.
The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of the Company's control. The Company's actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.
Overview
Ranpak is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains. Since its inception in 1972, Ranpak has delivered high quality protective packaging solutions, while maintaining its commitment to environmental sustainability. Ranpak assembles its protective packaging systems and provides the systems and paper consumables to customers, which include direct end-users and its network of exclusive paper packaging solution distributors, who in turn place the systems with and sell paper to commercial and industrial users for the conversion of paper into packaging materials. Ranpak operates manufacturing facilities in Concord Township, Ohio; Kansas City, Missouri, Raleigh, North Carolina, and Reno, Nevada in the United States and in Heerlen, the Netherlands and Nyrany, Czech Republic, in Europe. Ranpak also maintains sales and administrative offices in Dijon, France; Paris, France; Shanghai, China; Tokyo, Japan; and Singapore. Ranpak is a global business that generates approximately 51.0% of its net sales for the fiscal year 2018 outside of the United States.
As of September 30, 2019, Ranpak had an installed base of over 102,000 protective packaging systems serving a diverse set of distributors and end-users. Ranpak generated net sales of $69.1 million, and $65.1 million in the three months ended September
30, 2019 and 2018, respectively and $191.8 million, and $191.9 million in the combined nine months ended September 30, 2019 and 2018, respectively.
The Ranpak Business Combination
On June 3, 2019, we consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, Inc. (“Rack Holdings”) pursuant to a stock purchase agreement for consideration of $799.6 million, which reflects a post-closing adjustment of $0.7 million for net working capital and additional consideration, and €140.0 million ($160.0 million) in cash, (A) $341.5 million and €140.0 million of which, respectively, was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as contemplated by the stock purchase agreement and (B) the remainder of which was paid to Rack Holdings L.P. ("Seller") The purchase price paid at the closing was estimated and will be subject to a customary post-closing adjustments which the Company anticipates completing in the third quarter of this year.
The Company (then One Madison Corporation) was deemed to be the accounting acquirer in the Ranpak Business Combination, as a result of which the Company allocated its purchase price to Rack Holdings' assets and liabilities at fair value, which created a new basis of accounting. Until the consummation of the Ranpak Business Combination, Rack Holdings operated as a separate business holding all of the historical assets and liabilities related to our business.
The Ranpak Business Combination was financed, in part, with debt of approximately $539.0 million, which became Ranpak’s direct obligation upon the consummation of the Ranpak Business Combination. Upon the consummation of the Ranpak Business Combination on June 3, 2019, Rack Holdings' then-existing debt, which amounted to approximately $495.0 million as of such date, was repaid in full.
Following the Ranpak Business Combination, we have hired, and expect to hire additional staff and implement procedures and processes to address regulatory and other customary requirements applicable to operating public companies. We expect to incur additional annual expenses for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. We estimate that these incremental costs will amount to $2.0 million or more per year, resulting in higher operating expenses in future periods. The closing of the Ranpak Business Combination also resulted in the elimination of certain non-recurring expenses incurred prior to the Ranpak Business Combination, which amounted to $35.4 million for the nine months ended September 30, 2019.
Factors Affecting the Comparability of Ranpak’s Results of Operations
The following factors may have affected the comparability of Ranpak’s results of operations between the periods presented in this Quarterly Report on Form 10-Q and may affect the comparability of its results of operations in future periods.
Effect of Currency Fluctuations—As a result of the geographic diversity of Ranpak’s operations, it is exposed to the effects of currency transaction and currency translation. Currency transaction exposure results when Ranpak generates net sales in one currency at one time and incurs expenses in another currency at another time, or when it realizes gain or loss on intercompany transfers. While Ranpak seeks to limit its currency transaction exposure by matching the currencies in which it incurs sales and expenses, it may not always be able to do so.
In addition, Ranpak is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are remeasured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in Ranpak’s income statement. In turn, subsidiary income statement balances that are denominated in currencies other than the U.S. dollar are translated into U.S. dollars, Ranpak’s functional currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the U.S. dollar are translated into U.S. dollars in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).
Ranpak does not currently hedge its foreign currency transaction or translation exposure. As a result, significant currency fluctuations could impact the comparability of its results between periods, while such fluctuations coupled with material mismatches in net sales and expenses could also adversely impact its cash flows. See “Qualitative and Quantitative Disclosures About Market Risk.”
Acquisitions—On February 28, 2017, Ranpak acquired e3neo for total consideration of $3.3 million, including contingent consideration of $1.1 million which was paid in full in 2018, plus an earn-out opportunity, which remains pending, whereby the seller may be entitled to receive an earn-out payment in an amount up to the greater of (i) $2.6 million and (ii) 48% of the trailing twelve (12) month EBITDA of e3neo calculated as of December 31, 2020, which remains pending. See Note 4 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. While recent acquisitions, such as e3neo, have been relatively small, any significant future business acquisitions may impact the comparability of Ranpak’s results in future periods with those for prior periods.
Seasonality—Ranpak estimates that approximately one-third of its net sales, either directly or to distributors, are destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday quarter. Ranpak’s results tend to follow similar patterns, with the highest net sales typically recorded in its fourth fiscal quarter and the slowest sales in its first fiscal quarter of each fiscal year. Ranpak expects this seasonality to continue in the future, as a result of which its results of operations between fiscal quarters in a given year may not be directly comparable.
Key Performance Indicators and Other Factors Affecting Performance
Ranpak uses the following key performance indicators and monitors the following other factors to analyze its business performance, determine financial forecasts, and help develop long-term strategic plans:
Protective Packaging Systems Base—Ranpak closely tracks the number of protective packaging systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net sales expectations. Ranpak’s installed base of protective packaging systems also drives its capital expenditure budgets. Ranpak's installed base of protective packaging systems was 102.3 thousand units as of September 30, 2019 an increase of 7.1 thousand units, or 7.5% from 95.2 thousand units as of September 30, 2018. The following table presents Ranpak’s installed base of protective packaging systems by product line as of September 30, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
September 30,
|
|
9/30/2019 vs. 9/30/2018
|
|
Protective Packaging Systems
|
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|
Cushioning machines
|
|
32.1
|
|
|
31.0
|
|
|
1.1
|
|
|
3.6
|
|
Void-fill machines
|
|
59.5
|
|
|
55.7
|
|
|
3.8
|
|
|
6.7
|
|
Wrapping machines
|
|
10.7
|
|
|
8.5
|
|
|
2.2
|
|
|
26.5
|
|
Total
|
|
102.3
|
|
|
95.2
|
|
|
7.1
|
|
|
7.5
|
Paper Costs—Paper is a key component of Ranpak’s cost of sales and can fluctuate significantly between periods. Ranpak purchases both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables it sells. The cost of paper supplies is Ranpak’s largest input cost, and it negotiates supply and pricing arrangements with most of its paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices Ranpak negotiates with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of Ranpak’s control, including supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy and chemicals. The market for Ranpak’s solutions is competitive and it may be difficult for Ranpak to pass on increases in paper prices to its customers immediately, or at all, which has in the past and could in the future adversely affect its operating results.
Results of Operations
The following tables sets forth Ranpak’s results of operations for the Successor Periods, Predecessor Periods, three and nine month periods ended September 30, 2019 on a Predecessor/Successor combined basis, three and nine month pro forma periods ended September 30, 2019 and three and nine month periods ended September 30, 2018, in millions of dollars.
The Ranpak Business Combination is accounted for under the scope of Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805") as One Madison Corporation was deemed to be the accounting acquirer while Rack Holdings was deemed the "Predecessor". Accordingly, the business combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (see Note 4).
The financial statements separate the Company's presentation into two distinct periods. The period before the Closing of the Ranpak Business Combination (labeled Predecessor Period) depicts the financial statements of Rack Holdings, and the period after the Closing (labeled Successor Period) depicts the financial statements of the Company, including the consolidation of One Madison Corporation with Rack Holdings and application of acquisition method of accounting. As a result of the application of the acquisition method of accounting as of the Closing, the financial statements for the Predecessor Periods and for the Successor Periods are presented on a different basis of accounting and are, therefore not comparable.
Due to the Predecessor and Successor periods, for the convenience of readers, we have presented the nine month period ended September 30, 2019 on a combined basis (reflecting simple arithmetic combination of the GAAP Predecessor and Successor Periods without further adjustment) in order to present a meaningful comparison against the corresponding period in the nine months ended September 30, 2018.
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). However, we have also disclosed below EBITDA and adjusted EBITDA, which are non-GAAP financial measures. We have included EBITDA and adjusted EBITDA because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and adjusted EBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that EBITDA and adjusted EBITDA provide useful information to investors and others in understanding and evaluating the Company's operating results in the same manner as our management and board of directors.
EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA and adjusted EBITDA should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:
|
|
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
|
|
|
|
•
|
EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
|
|
|
|
|
•
|
adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
|
|
|
|
|
•
|
EBITDA and adjusted EBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
|
|
|
|
|
•
|
adjusted EBITDA does not take into account any restructuring and integration costs; and
|
|
|
|
|
•
|
other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA differently, which reduces their usefulness as comparative measures.
|
EBITDA—EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.
Adjusted EBITDA—Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; expenses related to the Ranpak Business Combination and, in certain periods, certain other income and expense items.
We also believe that adjusting these non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements.
The unaudited non-GAAP pro forma results of operations for the three and nine periods ended September 30, 2019 included in the discussion below are based on our historical financial statements included elsewhere in this Quarterly Report on Form 10-Q, adjusted to remove the effect of costs incurred to consummate the Ranpak Business Combination and for purchase accounting adjustments related to the business combination as well as to reflect a constant currency presentation between periods for the convenience of readers. The non-GAAP measure pro forma ("pro forma") results discussed herein are derived from the combined pro forma financial information presented below under “Presentation and Reconciliation of GAAP to Non-GAAP Measures" for the three and nine month periods ended September 30, 2019. The pro forma results included herein have not been prepared in accordance with Article 11 of Regulation S-X.
Comparison of Successor Period Three Months Ended September 30, 2019, Q3 Predecessor Period Three Months Ended September 30, 2018 and Pro Forma Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Pro Forma
|
|
|
Three Months Ended September 30,
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Change to September 30,
|
|
|
|
|
|
|
|
|
2019 ($)
|
% Net sales
|
|
|
2018 ($)
|
% Net sales
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
%
|
|
Net sales
|
69.1
|
|
|
|
|
65.1
|
|
|
|
70.4
|
|
|
|
5.3
|
|
8.1
|
|
|
Cost of sales
|
39.6
|
|
57.3
|
|
|
|
37.7
|
|
58.0
|
|
|
39.3
|
|
55.8
|
|
|
1.6
|
|
4.1
|
|
|
Gross Profit
|
29.5
|
|
42.7
|
|
|
|
27.4
|
|
42.0
|
|
|
31.1
|
|
44.2
|
|
|
3.7
|
|
13.6
|
|
|
Selling, general and administrative
|
17.7
|
|
25.6
|
|
|
|
12.6
|
|
19.3
|
|
|
15.8
|
|
22.4
|
|
|
3.2
|
|
25.5
|
|
|
Transaction costs
|
—
|
|
—
|
|
|
|
1.0
|
|
1.6
|
|
|
—
|
|
—
|
|
|
(1.0
|
)
|
(100.0
|
)
|
|
Depreciation and amortization
|
10.3
|
|
14.9
|
|
|
|
10.7
|
|
16.5
|
|
|
10.5
|
|
14.9
|
|
|
(0.2
|
)
|
(1.9
|
)
|
|
Other operating expense, net
|
0.5
|
|
0.7
|
|
|
|
1.2
|
|
1.9
|
|
|
0.7
|
|
1.0
|
|
|
(0.5
|
)
|
(41.9
|
)
|
|
Income (loss) from operations
|
1.0
|
|
1.5
|
|
|
|
1.9
|
|
2.9
|
|
|
4.1
|
|
5.8
|
|
|
2.2
|
|
116.5
|
|
|
Interest expense
|
9.5
|
|
13.8
|
|
|
|
8.0
|
|
12.3
|
|
|
9.6
|
|
13.7
|
|
|
1.6
|
|
20.2
|
|
|
Foreign currency (gain) loss
|
(3.2
|
)
|
(4.7
|
)
|
|
|
(0.9
|
)
|
(1.4
|
)
|
|
(3.2
|
)
|
(4.6
|
)
|
|
(2.3
|
)
|
255.6
|
|
|
Loss before income taxes
|
(5.3
|
)
|
(7.6
|
)
|
|
|
(5.2
|
)
|
(8.0
|
)
|
|
(2.3
|
)
|
(3.3
|
)
|
|
2.9
|
|
(55.7
|
)
|
|
Income tax benefit
|
(3.7
|
)
|
(5.4
|
)
|
|
|
(5.5
|
)
|
(8.5
|
)
|
|
(3.1
|
)
|
(4.5
|
)
|
|
2.4
|
|
(43.1
|
)
|
|
Net (loss) income
|
(1.6
|
)
|
(2.3
|
)
|
|
|
0.3
|
|
0.5
|
|
|
0.8
|
|
1.2
|
|
|
0.5
|
|
166.7
|
|
|
Non-GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
19.6
|
|
|
|
|
18.8
|
|
|
|
19.5
|
|
|
|
0.7
|
|
3.9
|
|
|
Adjusted EBITDA
|
|
|
|
|
20.6
|
|
|
|
22.0
|
|
|
|
1.4
|
|
6.9
|
|
Net sales
The following table and the discussion that follows compares Ranpak’s net sales by geographic region and by product line for the three months ended September 30, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Pro Forma
|
|
|
Three Months Ended September 30,
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Change to September 30,
|
|
|
|
|
|
|
|
|
2019 ($)
|
% Net sales
|
|
|
2018 ($)
|
% Net sales
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
%
|
|
North America
|
32.9
|
|
47.6
|
|
|
32.5
|
|
49.9
|
|
33.0
|
|
46.8
|
|
0.5
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe/Asia
|
36.2
|
|
52.4
|
|
|
32.6
|
|
50.1
|
|
37.4
|
|
53.2
|
|
4.8
|
|
14.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
69.1
|
|
100.0
|
|
|
65.1
|
|
100.0
|
|
70.4
|
|
100.0
|
|
5.3
|
|
8.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cushioning machines
|
28.6
|
|
41.4
|
|
|
27.3
|
|
41.9
|
|
29.2
|
|
41.5
|
|
1.9
|
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Void-Fill machines
|
27.9
|
|
40.4
|
|
|
29.3
|
|
45.1
|
|
28.3
|
|
40.2
|
|
(1.0
|
)
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wrapping machines
|
6.4
|
|
9.3
|
|
|
4.2
|
|
6.5
|
|
6.5
|
|
9.2
|
|
2.3
|
|
54.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
6.2
|
|
8.9
|
|
|
4.3
|
|
6.5
|
|
6.4
|
|
9.1
|
|
2.1
|
|
49.0
|
|
|
Total
|
69.1
|
|
100.0
|
|
|
65.1
|
|
100.0
|
|
70.4
|
|
100.0
|
|
5.3
|
|
8.1
|
|
Net sales for the three months ended September 30, 2019 and 2018 totaled $69.1 million and $65.1 million, respectively. Net sales increased $4.0 million or 6.1% as a result of an increase in the volume of Ranpak’s paper consumable products of approximately 0.5 pp and a 3.0 pp increase in sales of automated box sizing equipment in addition to an increase in the price of Ranpak's paper consumable products which contributed a 5.4 pp increase in sales. Net sales were positively impacted by increases in automation, cushioning and wrapping net sales, which were partially offset by a $0.1 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems as well as a decrease in void-fill net sales. Cushioning increased $1.9 million, or 7.0%, to $29.2 million from $27.3 million, void-fill decreased $(1.0) million, or (3.4)%, to $28.3 million from $29.3 million, wrapping increased $2.3 million, or 54.8%, to $6.5 million from $4.2 million, while other sales increased $2.1 million, or 49.0% to $6.4 million from $4.3 million, in each case for the three months ended September 30, 2019 compared to the three months ended September 30, 2018. Other net sales includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field. Ranpak’s pro forma consolidated net sales increased $5.7 million or 8.8% for three months ended September 30, 2019 to $70.4 million from $64.7 million in the three month period ended September 30, 2018, after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods.
Net sales in North America for the three months ended September 30, 2019 and 2018 totaled $32.9 million and $32.5 million, respectively, an increase of $0.4 million or 1.3%. Pro forma net sales in North America were $33.0 million in the three months ended September 30, 2019, an increase of $0.5 million, or 1.5%, from $32.5 million for the three month period ended September 30, 2018. The change was attributable to an increase in cushioning and wrapping volumes and prices, partially offset by a decrease in void-fill sales.
Net sales in Europe/Asia for the three months ended September 30, 2019 and 2018, totaled $36.2 million and $32.6 million, respectively, an increase of $3.6 million or 10.9%. Pro forma net sales in Europe/Asia were $37.4 million in the three months ended September 30, 2019, an increase of $5.2 million, or 16.1%, from $32.2 million for the three month period ended September 30, 2018, on a constant currency basis, driven primarily by an increase in cushioning, automation and wrapping sales.
Cost of Sales
Cost of sales for the three months ended September 30, 2019 and 2018 totaled $39.6 million and $37.7 million, respectively. Cost of sales increased $1.9 million or 4.9% due to increases in volume, offset by a fair value purchase accounting adjustment of $1.0 million related to a step-up in inventory costs and a decrease in the price of paper. Pro forma cost of sales increased by $1.8 million, or 4.7%, to $39.3 million in the three months ended September 30, 2019 from $37.5 million for the three month period ended September 30, 2018 after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods. As a result, on a pro forma basis, net sales minus cost of sales as a percentage of net sales increased by 2.2 percentage point (pp) to 44.2% in the three months ended September 30, 2019 from 42.0% for the comparable period in 2018.
Selling, General and Administrative Expenses (SG&A)
SG&A expenses for the three months ended September 30, 2019 and 2018 totaled $17.7 million and $12.6 million, respectively. SG&A expenses increased $5.1 million or 40.7% due to severance costs, non-cash equity compensation costs, increased support of growth initiatives and increased costs associated with being a public company. Pro forma SG&A expenses increased by $2.3 million, or 16.8%, to $15.8 million in the three months ended September 30, 2019 from $13.5 million for the comparable period in 2018 adjusting to a constant currency in both periods. As a percentage of net sales, pro forma SG&A increased to 22.4% in the three months ended September 30, 2019 from 20.8% in the three months ended September 30, 2018 on a constant currency basis.
Transaction Costs
We incurred transaction costs related to the Ranpak Business Combination of approximately $1.0 million for the three months ended September 30, 2018. We did not incur transaction cost for the three months ended September 30, 2019. All of these costs are related to the Ranpak Business Combination and we have added them back to EBITDA in arriving at Adjusted EBITDA.
Depreciation and Amortization
Depreciation and amortization expenses for the three months ended September 30, 2019 and 2018 totaled $10.3 million and $10.7 million, respectively. Depreciation and amortization expenses decreased $(0.5) million or (4.2)% due to the Ranpak Business Combination fair value adjustments, their related amortizable lives and changes in currency rates. Pro forma depreciation and amortization expenses decreased by $(0.2) million, or (1.4)%, to $10.5 million in the three months ended September 30, 2019 from $10.7 million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma depreciation and amortization expenses decreased to 14.9% on a pro forma basis in the three months ended September 30, 2019 from 16.4% in the three months ended September 30, 2018 on a constant currency basis.
Other Operating Expense (Income), Net
Other operating expenses (income), net, for the three months ended September 30, 2019 and 2018 totaled $0.5 million and $1.2 million, respectively. Other operating expenses (income), net, decreased $(0.7) million or (58.4)% due to loss on sale of machines in the prior year period and increased research and development expense in the current year period. Pro forma other operating expenses (income), net, was $0.7 million in the three months ended September 30, 2019 compared to $1.2 million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma other operating expenses (income), net, decreased to 1.0% on a pro forma basis in the three months ended September 30, 2019 from 1.8% in the three months ended September 30, 2018 on a constant currency basis.
Interest Expense
Interest expense for the three months ended September 30, 2019 and 2018 totaled $9.5 million and $8.0 million, respectively. Interest expense increased $1.6 million or 19.6% due to the termination of an interest rate hedge in the second half of 2018, increased debt levels and higher interest rates. Pro forma interest expense increased by $1.7 million, or 21.0%, to $9.6 million in the three months ended September 30, 2019 compared to $8.0 million for the three months ended September 30, 2018 on a constant currency basis, reflecting the termination of an interest rate hedge in the second half of 2018, increased debt levels, higher interest rates and the effect of an interest rate swap. As a percentage of net sales, pro forma interest expense increased to 13.7% in the three months ended September 30, 2019 from 12.2% in the three months ended September 30, 2018.
Foreign Currency (Gain) Loss
Foreign currency (gain) loss for the three months ended September 30, 2019 and 2018 totaled $(3.2) million and $(0.9) million, respectively. Foreign currency (gain) loss increased $2.3 million or 262.1% due to the net impact of the re-measurement of Ranpak’s Euro-denominated term facility and its Euro-denominated intercompany note to a Dutch subsidiary in the Predecessor
Periods. Pro forma foreign currency gain was $(3.2) million in the three months ended September 30, 2019 compared to $(0.9) million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma foreign currency (gain) loss increased to 4.6% in the three months ended September 30, 2019 from 1.4% in the three months ended September 30, 2018 on a constant currency basis.
Income Tax Provision/(Benefit)
Income tax provision/(benefit) for the three months ended September 30, 2019 and 2018 totaled $(3.7) million, or an effective tax rate of 71.1%, and $(5.5) million, or an effective tax rate of 107.3%, respectively, a decrease of $1.8 million or (32.2)%. Pro forma income tax provision/(benefit) was $(3.1) million in the three months ended September 30, 2019 compared to a tax benefit of $(5.5) million for the three months ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma income tax provision/(benefit) increased to (4.5)% in the three months ended September 30, 2019 from (8.5)% in the three months ended September 30, 2018 on a constant currency basis.
The fluctuation in the effective tax rate between periods was primarily attributable to a jurisdictional mix of income. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the United States, and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.
Net (Loss) Income
Net (loss) income for the three months ended September 30, 2019 and 2018 totaled $(1.6) million and $0.3 million, respectively, a decrease of $(1.9) million or (683.7)%. Pro forma net income was $0.8 million in the three months ended September 30, 2019 compared to net income of $0.3 million for the three month period ended September 30, 2018 on a constant currency basis. The change was due to the reasons discussed above.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA
EBITDA for the three months ended September 30, 2019 and 2018 totaled $19.6 million and $18.8 million, respectively, an increase of $0.8 million or 4.4%. Adjusting for transaction costs associated with the Ranpak Business Combination, constant currency and other one-time costs, Adjusted EBITDA for the pro forma three months ended September 30, 2019 and 2018 totaled $22.0 million and $20.6 million, respectively, an increase of $1.4 million, or 6.9%.
Comparison of Successor Period (June 3, 2019 to September 30, 2019), 2019 1H Predecessor Period (January 1, 2019 to June 2, 2019), Nine months ended September 30, 2018 and Pro Forma Nine months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Pro Forma
|
|
|
June 3, through September 30,
|
|
|
January 1, through June 2,
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Change to September 30,
|
|
|
|
|
|
|
|
|
|
2019 ($)
|
% Net sales
|
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
% Net sales
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
%
|
|
Net sales
|
85.4
|
|
|
|
|
106.4
|
|
|
|
191.9
|
|
|
|
196.9
|
|
|
|
5.0
|
|
2.6
|
|
|
Cost of sales
|
52.6
|
|
57.3
|
|
|
|
61.2
|
|
57.5
|
|
|
109.7
|
|
57.1
|
|
|
112.0
|
|
56.9
|
|
|
2.3
|
|
2.1
|
|
|
Gross Profit
|
32.8
|
|
42.7
|
|
|
|
45.2
|
|
42.5
|
|
|
82.2
|
|
42.8
|
|
|
84.9
|
|
43.1
|
|
|
2.7
|
|
3.3
|
|
|
Selling, general and administrative
|
22.5
|
|
25.6
|
|
|
|
23.8
|
|
22.4
|
|
|
37.8
|
|
19.7
|
|
|
43.1
|
|
21.9
|
|
|
5.3
|
|
13.9
|
|
|
Transaction costs
|
0.3
|
|
—
|
|
|
|
7.4
|
|
7.0
|
|
|
1.2
|
|
0.6
|
|
|
—
|
|
—
|
|
|
(1.2
|
)
|
(99.0
|
)
|
|
Depreciation and amortization
|
13.3
|
|
14.9
|
|
|
|
17.7
|
|
16.7
|
|
|
32.3
|
|
16.8
|
|
|
30.8
|
|
15.7
|
|
|
(1.5
|
)
|
(4.7
|
)
|
|
Other operating expense, net
|
0.8
|
|
0.7
|
|
|
|
2.2
|
|
2.0
|
|
|
2.7
|
|
1.4
|
|
|
3.3
|
|
1.7
|
|
|
0.6
|
|
23.7
|
|
|
Income from operations
|
(4.1
|
)
|
1.5
|
|
|
|
(5.9
|
)
|
(5.6
|
)
|
|
8.2
|
|
4.3
|
|
|
7.7
|
|
3.9
|
|
|
(0.5
|
)
|
(5.6
|
)
|
|
Interest expense
|
17.5
|
|
13.8
|
|
|
|
20.2
|
|
19.0
|
|
|
22.9
|
|
11.9
|
|
|
26.1
|
|
13.2
|
|
|
3.2
|
|
13.9
|
|
|
Foreign currency (gain) loss
|
(4.1
|
)
|
(4.7
|
)
|
|
|
(2.2
|
)
|
(2.0
|
)
|
|
(4.2
|
)
|
(2.2
|
)
|
|
(6.3
|
)
|
(3.2
|
)
|
|
(2.1
|
)
|
49.6
|
|
|
Loss before income taxes
|
(17.5
|
)
|
(7.6
|
)
|
|
|
(23.9
|
)
|
(22.5
|
)
|
|
(10.5
|
)
|
(5.5
|
)
|
|
(12.1
|
)
|
(6.2
|
)
|
|
(1.6
|
)
|
14.9
|
|
|
Income tax benefit
|
(5.5
|
)
|
(5.4
|
)
|
|
|
(4.9
|
)
|
(4.6
|
)
|
|
(5.9
|
)
|
(3.1
|
)
|
|
(4.2
|
)
|
(2.1
|
)
|
|
1.7
|
|
(28.8
|
)
|
|
Net loss
|
$
|
(12.0
|
)
|
(2.3
|
)
|
|
|
$
|
(19.0
|
)
|
(17.9
|
)
|
|
$
|
(4.6
|
)
|
(2.4
|
)
|
|
$
|
(8.0
|
)
|
(4.0
|
)
|
|
$
|
(3.3
|
)
|
70.6
|
|
|
Non-GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
20.1
|
|
|
|
|
22.9
|
|
|
|
60.6
|
|
|
|
60.5
|
|
|
|
(0.1
|
)
|
(0.2
|
)
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
59.8
|
|
|
|
58.3
|
|
|
|
(1.5
|
)
|
(2.6
|
)
|
Net sales
The following table and the discussion that follows compares Ranpak’s net sales by geographic region and by product line for the nine months ended September 30, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Pro Forma
|
|
|
June 3, through September 30,
|
|
|
January 1, through June 2,
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Change to September 30,
|
|
|
|
|
|
|
|
|
|
2019 ($)
|
% Net sales
|
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
% Net sales
|
|
2019 ($)
|
% Net sales
|
|
2018 ($)
|
%
|
|
North America
|
42.2
|
|
49.4
|
|
|
50.1
|
|
47.1
|
|
94.6
|
|
49.3
|
|
92.7
|
|
47.1
|
|
(1.9
|
)
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe/Asia
|
43.2
|
|
50.6
|
|
|
56.3
|
|
52.9
|
|
97.3
|
|
50.7
|
|
104.2
|
|
52.9
|
|
6.9
|
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
85.4
|
|
100.0
|
|
|
106.4
|
|
100.0
|
|
191.9
|
|
100.0
|
|
196.9
|
|
100.0
|
|
5.0
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cushioning machines
|
36.6
|
|
42.9
|
|
|
46.4
|
|
43.6
|
|
81.0
|
|
42.2
|
|
84.3
|
|
42.8
|
|
3.3
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Void-Fill machines
|
35.8
|
|
41.9
|
|
|
42.7
|
|
40.1
|
|
83.1
|
|
43.3
|
|
79.2
|
|
40.2
|
|
(3.9
|
)
|
(4.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wrapping machines
|
7.8
|
|
9.1
|
|
|
8.8
|
|
8.3
|
|
12.3
|
|
6.4
|
|
16.7
|
|
8.5
|
|
4.4
|
|
35.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
5.2
|
|
6.1
|
|
|
8.5
|
|
8.0
|
|
15.5
|
|
8.1
|
|
16.7
|
|
8.5
|
|
1.2
|
|
7.7
|
|
|
Total
|
85.4
|
|
100.0
|
|
|
106.4
|
|
100.0
|
|
191.9
|
|
100.0
|
|
196.9
|
|
100.0
|
|
5.0
|
|
2.6
|
|
Net sales totaled $85.4 million for the Successor Period, $106.4 million in the 2019 1H Predecessor Period, and $191.9 million in the nine month period ended September 30, 2018. Net sales for the combined nine month period totaled $191.8, a decrease of $(0.1) million or 0.0% from $191.9 million for the nine month period ended September 30, 2018. The decrease in our combined net sales was a result of a $2.7 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems, as well as a decrease in void-fill net sales, partially offset by cushioning, wrapping and automation net sales. The decrease in our combined net sales was a result of a decrease in the volume of Ranpak’s paper consumable products of approximately 0.2 pp and a 0.6 pp decrease in sales of automated box sizing equipment offset by an increase in the price of Ranpak's paper consumable products which contributed a 5.3 increase in sales. The decrease in Ranpak’s combined net sales reflected a decrease in void-fill volume of $(3.9) million, or (4.7)%, to $79.2 million from $83.1 million partially offset by growth in wrapping, which increased by $4.4 million, or 35.8%, to $16.7 million from $12.3 million, cushioning, which increased by $3.3 million, or 4.1%, to $84.3 million from $81.0 million and other which increased $1.2 million, or 7.7% to $16.7 million from $15.5 million in each case for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Other net sales includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field. Pro forma net sales were $196.9 million in the nine months ended September 30, 2019, an $8.6 million, or 4.6% increase from $188.3 million in the nine month period ended September 30, 2018 on a constant currency basis.
Net sales in North America were $42.2 million in the Successor Period, $50.1 million in the 2019 1H Predecessor Period and $94.6 million in the nine month period ended September 30, 2018. Net sales in North America were $92.3 million for the combined nine month period ended September 30, 2019, a decrease of $(2.3) million or (2.4)% from $94.6 million for the nine month period ended September 30, 2018. Pro forma net sales in North America were $92.7 million in the nine months ended September 30, 2019, a decrease of $(1.9) million, or (2.0)%, from $94.6 million for the nine month period ended September 30, 2018. The decrease was attributable to a decline in void-fill volumes, partially offset by an increase in wrapping and cushioning volumes and overall price increases.
Net sales in Europe/Asia were $43.2 million in the Successor Period, $56.3 million in the 2019 1H Predecessor Period and $97.3 million in the nine month period ended September 30, 2018. Net sales in Europe/Asia were $99.5 million for the combined nine month period ended September 30, 2019, an increase of $2.2 million or 2.2% from $97.3 million for the nine month period ended September 30, 2018. Pro forma net sales in Europe/Asia were $104.2 million in the nine months ended
September 30, 2019, an increase of $10.5 million, or 11.2%, from $93.7 million for the nine month period ended September 30, 2018 after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods, driven primarily by an increase in automation, cushioning and wrapping volumes.
Cost of Sales
Cost of sales was $52.6 million in the Successor Period, $61.2 million in the 2019 1H Predecessor Period and $109.7 million in the nine months ended September 30, 2018. Cost of sales for the combined nine month period ended September 30, 2019 was $113.8 million, an increase of $4.1 million or 3.7% from $109.7 million, on a constant currency basis, for the nine month period ended September 30, 2018 due to a fair value purchase accounting adjustment of $3.2 million related to a step-up in inventory costs and increases in the cost of paper, offset by decreases in volume. Pro forma cost of sales increased by $4.4 million, or 4.1%, to $112.0 million in the nine months ended September 30, 2019 from $107.7 million for the nine month period ended September 30, 2018 on a constant currency basis, primarily due to increases in paper prices discussed above. As a result, pro forma net sales minus cost of sales as a percentage of net sales increased by 0.3 pp to 43.1% in the nine months ended September 30, 2019 from 42.8% for the nine month period ended September 30, 2018 on a constant currency basis.
Selling, General and Administrative Expenses (SG&A)
SG&A expenses were $22.5 million in the Successor Period, $23.8 million in the 2019 1H Predecessor Period and $37.8 million in the nine months ended September 30, 2018. SG&A expenses for the combined nine months ended September 30, 2019 were $46.3 million, an increase of $8.5 million or 22.4% from $37.8 million for the nine month period ended September 30, 2018 due to the write-off of certain insurance policies related to the Predecessor, increased support of growth initiatives, non-cash equity compensation costs and costs associated with being a public company. Pro forma SG&A expenses increased by $6.1 million, or 16.4%, to $43.1 million in the nine months ended September 30, 2019 from $37.0 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma SG&A increased to 21.9% in the pro forma nine month period ended September 30, 2019 from 19.6% in the nine month period ended September 30, 2018 on a constant currency basis. The increase is due mainly to increased support of growth initiatives.
Transaction Costs
We incurred transaction costs related to the Ranpak Business Combination of approximately $0.3 million in the Successor Period, $7.4 million in the 2019 1H Predecessor Period and $1.2 million in the nine months ended September 30, 2018. All of these costs are related to the Ranpak Business Combination and we have added them back to EBITDA in arriving at Adjusted EBITDA.
Depreciation and Amortization
Depreciation and amortization expenses were $13.3 million in the Successor Period, $17.7 million in the 2019 1H Predecessor Period and $32.3 million in the nine months ended September 30, 2018. Depreciation and amortization expenses for the combined nine months ended September 30, 2019 were $31.0 million, a decrease of $(1.3) million or (4.0)% from $32.3 million for the nine month period ended September 30, 2018 due to the Ranpak Business Combination fair value adjustments, their related amortizable lives and changes in currency rates. Pro forma depreciation and amortization expenses decreased by $(1.0) million, or (3.2)%, to $30.8 million in the nine months ended September 30, 2019 from $31.8 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma depreciation and amortization decreased to 15.7% in the nine month period ended September 30, 2019 from 16.9% in the nine months ended September 30, 2018 on a constant currency basis.
Other Operating Expense (Income), Net
Other operating expense (income), net, were $0.8 million in the Successor Period, $2.2 million in the 2019 1H Predecessor Period and $2.7 million in the nine months ended September 30, 2018. Other operating expenses (income), net, for the combined nine months ended September 30, 2019 was $3.0 million, an increase of $0.3 million or 14.8% from $2.7 million for the nine month period ended September 30, 2018, mainly reflecting a loss on the sale of equipment in the prior year period offset by an increased research and development expense. Pro forma other operating expense (income), net, increased $3.3 million, or 100.0%, to $3.3 million in the nine months ended September 30, 2019 compared to zero other operating expense (income), net, for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma other operating expenses (income), net, increased to 1.7% on a pro forma basis in the nine months ended September 30, 2019 from 0.0% in the nine months ended September 30, 2018 on a constant currency basis.
Interest Expense
Interest expense was $17.5 million in the Successor Period, $20.2 million in the 2019 1H Predecessor Period and $22.9 million in the nine months ended September 30, 2018. Interest expense for the combined nine months ended September 30, 2019 was $37.7 million, an increase of $14.8 million or 64.6% from $22.9 million for the nine month period ended September 30, 2018, reflecting the termination of an interest rate hedge in the second half of 2018, increased debt levels the write-off of deferred financing fees related to debt paid off as part of the Ranpak Business Combination and higher interest rates. Pro forma interest expense increased by $3.3 million, or 14.5%, to $26.1 million in the nine months ended September 30, 2019 from $22.8 million for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma interest expense increased to 13.2% in the nine months ended September 30, 2019 from 12.1% in the nine month period ended September 30, 2018 on a constant currency basis.
Foreign Currency (Gain) Loss
Foreign currency (gain) loss was $(4.1) million in the Successor Period, $(2.2) million in the 2019 1H Predecessor Period and $(4.2) million in the nine months ended September 30, 2018. Foreign currency (gain) loss for the combined nine months ended September 30, 2019 was $(6.3) million, an increase of $2.1 million or 50.0% from $(4.2) million for the nine month period ended September 30, 2018, reflecting the net impact of the re-measurement of Ranpak’s Euro-denominated term facility and its Euro-denominated intercompany note to a Dutch subsidiary in the Predecessor Periods. Pro forma foreign currency gain was $(6.3) million in the nine months ended September 30, 2019 compared to a $(4.2) million foreign currency gain for the nine month period ended September 30, 2018 on a constant currency basis. As a percentage of net sales, pro forma foreign currency (gain) loss increased to 3.2% in the nine months ended September 30, 2019 from 2.2% in the nine month period ended September 30, 2018 on a constant currency basis.
Income Tax Provision/(Benefit)
Income tax provision/(benefit) was $(5.5) million in the Successor Period or an effective tax rate of 31.6%, $(4.9) million in the 2019 1H Predecessor Period or 20.6% and $(5.9) million or 56.7% in the nine months ended September 30, 2018. Income tax provision/(benefit) for the combined nine months ended September 30, 2019 was $(10.4) million, an increase of $(4.5) million or 76.0% from $(5.9) million for the nine month period ended September 30, 2018. Pro forma income tax benefit was $(4.2) million or an effective tax rate of 34.4% in the nine months ended September 30, 2019 compared to a tax benefit of $(5.9) million or an effective tax rate of 73.4% for the nine month period ended September 30, 2018 on a constant currency basis.
The fluctuation in the effective tax rate between periods was primarily attributable to a jurisdictional mix of income. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from the U.S. foreign derived intangible income deduction, tax credits available in the United States and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.
Net (Loss) Income
Net (loss) income was $(12.0) million in the Successor Period, $(19.0) million in the 2019 1H Predecessor Period and $(4.6) million in the nine months ended September 30, 2018. Net (loss) income for the combined nine months ended September 30, 2019 was $(31.0) million, a increase in loss of $(26.4) million or 573.9% from $(4.6) million for the nine month period ended September 30, 2018. Pro forma net (loss) was $(8.0) million in the nine months ended September 30, 2019 compared to net loss of $(2.1) million for the nine month period ended September 30, 2018 on a constant currency basis. The change was due to the reasons discussed above.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA
EBITDA was $20.1 million in the Successor Period, $22.9 million in the 2019 1H Predecessor Period and $60.6 million in the nine month period ended September 30, 2018. EBITDA for the combined nine month period ended September 30, 2019 was $43.0 million, a decrease of $(17.6) million or (29.1)% from $60.6 million for the nine month period ended September 30, 2018. Adjusting for transaction costs associated with the Ranpak Business Combination and other one-time costs, Adjusted EBITDA was $58.3 million for the pro forma nine month period ended September 30, 2019 a decrease of $(1.5) million from $59.8 in nine month period ended September 30, 2018 on a constant currency basis.
Presentation and Reconciliation of US GAAP to Non-GAAP Measures
We believe that in order to better understand the performance of the Company, providing non-GAAP financial measures to users of our financial information is helpful. Ranpak believes presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively its operating performance and compare the results of its operations from period to period and against its peers without regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. Additionally, as a result of the Ranpak Business Combination, we believe that users of our financial information will find that pro forma disclosure of the most recent three- and six-month periods is useful when comparing those periods between the current and prior fiscal years. The computations of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, measures of financial performance as determined in accordance with GAAP or as indicators of operating performance.
The following tables and related notes reconcile these Non-GAAP measures and the Pro Forma Measures to GAAP information presented in this Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Pro Forma
|
Predecessor
|
Pro Forma
|
|
|
Three Months Ended September 30, 2019
|
Adj. (8)
|
Three Months Ended September 30, 2019
|
% of net sales
|
Three Months Ended September 30, 2018
|
% of net sales
|
Better/(Worse) to Predecessor Three Months Ended September 30, 2018
|
|
Net sales
|
$
|
69.1
|
|
$
|
1.3
|
|
(1)
|
$
|
70.4
|
|
|
$
|
65.1
|
|
|
$
|
5.3
|
|
8.1
|
%
|
|
Cost of sales (COS)
|
39.6
|
|
(0.3
|
)
|
(2)
|
39.3
|
|
55.8
|
%
|
37.7
|
|
58.0
|
%
|
1.6
|
|
4.1
|
|
|
Gross Profit
|
29.5
|
|
1.6
|
|
|
31.1
|
|
44.2
|
|
27.4
|
|
42.0
|
|
3.7
|
|
13.6
|
|
|
Selling, general and administrative (SGA)
|
17.7
|
|
(1.9
|
)
|
(3)
|
15.8
|
|
22.4
|
|
12.6
|
|
19.3
|
|
3.2
|
|
25.5
|
|
|
Transaction costs
|
—
|
|
—
|
|
(3)
|
—
|
|
—
|
|
1.0
|
|
1.6
|
|
(1.0
|
)
|
(100.0
|
)
|
|
Depreciation and amortization
|
10.3
|
|
0.2
|
|
(4)
|
10.5
|
|
14.9
|
|
10.7
|
|
16.5
|
|
(0.2
|
)
|
(1.9
|
)
|
|
Other operating expense, net
|
0.5
|
|
0.2
|
|
|
0.7
|
|
1.0
|
|
1.2
|
|
1.9
|
|
(0.5
|
)
|
(41.9
|
)
|
|
Income (loss) from operations
|
1.0
|
|
3.1
|
|
|
4.1
|
|
5.8
|
|
1.9
|
|
3.0
|
|
2.2
|
|
116.1
|
|
|
Interest expense
|
9.5
|
|
0.1
|
|
|
9.6
|
|
13.7
|
|
8.0
|
|
12.3
|
|
1.6
|
|
19.6
|
|
|
Foreign currency (gain) loss
|
(3.2
|
)
|
—
|
|
|
(3.2
|
)
|
(4.6
|
)
|
(0.9
|
)
|
(1.4
|
)
|
(2.3
|
)
|
261.9
|
|
|
(Loss) Income before income taxes
|
(5.3
|
)
|
3.0
|
|
|
(2.3
|
)
|
(3.3
|
)
|
(5.2
|
)
|
(7.9
|
)
|
2.9
|
|
(56.8
|
)
|
|
Income tax (benefit) expense
|
(3.7
|
)
|
0.6
|
|
(6)
|
(3.1
|
)
|
(4.5
|
)
|
(5.5
|
)
|
(8.5
|
)
|
2.4
|
|
(43.1
|
)
|
|
Net (loss) income
|
$
|
(1.6
|
)
|
$
|
2.4
|
|
|
0.8
|
|
1.2
|
%
|
0.3
|
|
0.4
|
%
|
0.5
|
|
196.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add(9):
|
|
|
|
|
|
|
|
|
|
|
COS Depreciation & amortization
|
|
|
5.1
|
|
|
5.3
|
|
|
(0.2
|
)
|
(3.2
|
)
|
|
SG&A Depreciation & amortization
|
|
|
10.5
|
|
|
10.7
|
|
|
(0.2
|
)
|
(1.9
|
)
|
|
Interest expense
|
|
|
9.6
|
|
|
8.0
|
|
|
1.6
|
|
20.3
|
|
|
Income tax (benefit) expense
|
|
|
(3.1
|
)
|
|
(5.5
|
)
|
|
2.4
|
|
(43.1
|
)
|
|
EBITDA
|
|
|
22.9
|
|
|
18.8
|
|
|
4.1
|
|
22.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment (7)
|
|
|
|
|
|
|
|
|
|
Unrealized (gain) loss translation
|
|
|
(3.2
|
)
|
|
(0.9
|
)
|
|
(2.3
|
)
|
261.9
|
|
|
Constant currency adjustment at 1.15
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
(100.0
|
)
|
|
Non-cash impairment losses
|
|
|
0.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
(32.7
|
)
|
|
M&A, restructuring and severance
|
|
|
—
|
|
|
2.0
|
|
|
(2.0
|
)
|
(100.0
|
)
|
|
PE sponsor costs
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
(100.0
|
)
|
|
Restricted stock unit expense
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
n/a
|
|
|
Other non-core and non-cash adjustments
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.5
|
|
(236.4
|
)
|
|
Adjusted EBITDA
|
|
|
$
|
22.0
|
|
|
$
|
20.6
|
|
|
$
|
1.4
|
|
6.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
Predecessor
|
Combined
|
|
|
Pro Forma
|
Predecessor
|
Pro Forma
|
|
|
June 3, 2019 through September 30, 2019
|
January 1, 2019
through June 2,
2019
|
Nine Months Ended
September 30, 2019
|
Adj. (8)
|
Nine Months Ended
September 30, 2019
|
% of net sales
|
Nine Months Ended
September 30, 2018
|
% of net sales
|
Better/(Worse) to Predecessor Nine Months Ended September 30, 2018
|
|
Net sales
|
$
|
85.4
|
|
$
|
106.4
|
|
$
|
191.8
|
|
$
|
5.1
|
|
(1)
|
$
|
196.9
|
|
|
$
|
191.9
|
|
|
$
|
5.0
|
|
2.6
|
%
|
|
Cost of sales
|
52.6
|
|
61.2
|
|
113.8
|
|
(1.8
|
)
|
(2)
|
112.0
|
|
56.9
|
%
|
109.7
|
|
57.1
|
%
|
2.3
|
|
2.1
|
|
|
Gross Profit
|
32.8
|
|
45.2
|
|
78.0
|
|
6.9
|
|
|
84.9
|
|
43.1
|
|
82.2
|
|
42.8
|
|
2.7
|
|
3.2
|
|
|
Selling, general and administrative
|
22.5
|
|
23.8
|
|
46.3
|
|
(3.2
|
)
|
(3)
|
43.1
|
|
21.9
|
|
37.8
|
|
19.7
|
|
5.3
|
|
14.1
|
|
|
Transaction costs
|
0.3
|
|
7.4
|
|
7.7
|
|
(7.7
|
)
|
(3)
|
—
|
|
—
|
|
1.2
|
|
0.6
|
|
(1.2
|
)
|
(99.0
|
)
|
|
Depreciation and amortization
|
13.3
|
|
17.7
|
|
31.0
|
|
(0.2
|
)
|
(4)
|
30.8
|
|
15.7
|
|
32.3
|
|
16.8
|
|
(1.5
|
)
|
(4.7
|
)
|
|
Other operating expense, net
|
0.8
|
|
2.2
|
|
3.0
|
|
0.3
|
|
|
3.3
|
|
1.7
|
|
2.7
|
|
1.4
|
|
0.6
|
|
21.8
|
|
|
Income (loss) from operations
|
(4.1
|
)
|
(5.9
|
)
|
(10.0
|
)
|
17.7
|
|
|
7.7
|
|
3.9
|
|
8.2
|
|
4.3
|
|
(0.5
|
)
|
(6.2
|
)
|
|
Interest expense
|
17.5
|
|
20.2
|
|
37.7
|
|
(11.6
|
)
|
(5)
|
26.1
|
|
13.2
|
|
22.9
|
|
11.9
|
|
3.2
|
|
14.1
|
|
|
Foreign currency (gain) loss
|
(4.1
|
)
|
(2.2
|
)
|
(6.3
|
)
|
—
|
|
|
(6.3
|
)
|
(3.2
|
)
|
(4.2
|
)
|
(2.2
|
)
|
(2.1
|
)
|
49.6
|
|
|
Loss before income taxes
|
(17.5
|
)
|
(23.9
|
)
|
(41.4
|
)
|
29.3
|
|
|
(12.1
|
)
|
(6.2
|
)
|
(10.5
|
)
|
(5.5
|
)
|
(1.6
|
)
|
14.9
|
|
|
Income tax (benefit) expense
|
(5.5
|
)
|
(4.9
|
)
|
(10.4
|
)
|
6.2
|
|
(6)
|
(4.2
|
)
|
(2.1
|
)
|
(5.9
|
)
|
(3.1
|
)
|
1.7
|
|
(28.0
|
)
|
|
Net (loss) income
|
$
|
(12.0
|
)
|
$
|
(19.0
|
)
|
$
|
(31.0
|
)
|
$
|
23.1
|
|
|
(8.0
|
)
|
(4.0
|
)%
|
(4.6
|
)
|
(2.4
|
)%
|
(3.4
|
)
|
73.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add(9):
|
|
|
|
|
|
|
|
|
|
|
|
|
COS Depreciation & amortization
|
|
|
15.8
|
|
|
15.9
|
|
|
(0.1
|
)
|
(0.5
|
)
|
|
SG&A Depreciation & amortization
|
|
|
30.8
|
|
|
32.3
|
|
|
(1.5
|
)
|
(4.7
|
)
|
|
Interest expense
|
|
|
26.1
|
|
|
22.9
|
|
|
3.2
|
|
14.1
|
|
|
Income tax (benefit) expense
|
|
|
(4.2
|
)
|
|
(5.9
|
)
|
|
1.7
|
|
(28.0
|
)
|
|
EBITDA
|
|
|
60.5
|
|
|
60.6
|
|
|
(0.1
|
)
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment (7)
|
|
|
|
|
|
|
|
|
|
Unrealized (gain) loss translation
|
|
|
(6.3
|
)
|
|
(4.2
|
)
|
|
(2.1
|
)
|
49.6
|
|
|
Constant currency adjustment at 1.15
|
|
|
—
|
|
|
(1.2
|
)
|
|
1.2
|
|
(100.0
|
)
|
|
Non-cash impairment losses
|
|
|
1.2
|
|
|
1.4
|
|
|
(0.2
|
)
|
(13.6
|
)
|
|
M&A, restructuring and severance
|
|
|
—
|
|
|
2.5
|
|
|
(2.5
|
)
|
(100.0
|
)
|
|
PE sponsor costs
|
|
|
0.6
|
|
|
1.3
|
|
|
(0.7
|
)
|
(55.4
|
)
|
|
Restricted stock unit expense
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
n/a
|
|
|
Other non-core and non-cash adjustments
|
|
|
0.5
|
|
|
(0.6
|
)
|
|
1.1
|
|
(178.6
|
)
|
|
Adjusted EBITDA
|
|
|
$
|
58.3
|
|
|
$
|
59.8
|
|
|
$
|
(1.5
|
)
|
(2.6
|
)%
|
(1) Adjust for fair-value adjustment related to deferred revenue recorded under ASC 805 in the Successor Period
(2) Adjust for fair-value adjustment related to inventory step-up recorded under ASC 805 in the Successor Period
(3) Adjust effect of acquisition costs recorded in the Successor Periods under ASC 805 ($7.3 million from June 3, 2019 through September 30, 2019 and $7.7 million from January 1, 2019 through September 30, 2019), non-recurring severance costs of $1.0 million and $1.7 million, one-time write-off of insurance costs of $0.0 million and $0.9 million, one-time
professional fees of $1.0 million and $1.0 million and a constant currency adjustment of $(0.1) million and $(0.4) million in the third quarter and nine month period of 2019, respectively.
(4) Adjust for incremental depreciation and amortization recorded due to fair-value adjustments under ASC 805 in the Successor Period
(5) Adjust for effect of the fair value interest rate swap ($5.4million) entered into as part of the Ranpak Business Combination and the write-off of deferred financing fees associated with Predecessor company debt repaid as part of the Ranpak business Combination ($6.3 million) in the nine month period of 2019
(6)Adjust tax provision at 21.0% corporate rate for items adjusted above
(7)Adjustments are related to Predecessor non-recurring costs such as: unrealized non-cash (gains) losses on translation of the Predecessor debt, initiatives related geographic sales expansion, private equity monitoring fees, non-cash (gain) loss on the disposal of machines, acquisition costs, severance and a revenue recognition adjustment related to e3Neo acquisition. Certain costs related to being a public company, such as additional staff, legal and accounting costs that were not included in the Predecessor are also included in Adjusted EBITDA.
(8) Effect of Euro constant currency adjustment to a rate of $1.00 US Dollar to €1.15 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Three Months Ended
September 30, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
Net sales
|
$
|
1,247.8
|
|
|
$
|
(280.3
|
)
|
|
$
|
2,412.8
|
|
|
$
|
(3,588.7
|
)
|
|
Cost of sales
|
698.0
|
|
|
(159.5
|
)
|
|
1,378.6
|
|
|
(2,014.9
|
)
|
|
Gross Profit
|
549.8
|
|
|
(120.8
|
)
|
|
1,034.2
|
|
|
(1,573.8
|
)
|
|
Selling, general and administrative
|
257.2
|
|
|
(63.1
|
)
|
|
548.6
|
|
|
(828.2
|
)
|
|
Transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Depreciation and amortization
|
207.0
|
|
|
(37.7
|
)
|
|
307.4
|
|
|
(494.9
|
)
|
|
Other operating expense, net
|
161.5
|
|
|
(39.8
|
)
|
|
320.9
|
|
|
(495.8
|
)
|
|
Income (loss) from operations
|
(75.9
|
)
|
|
19.8
|
|
|
(142.7
|
)
|
|
245.1
|
|
|
Interest expense
|
55.0
|
|
|
(7.4
|
)
|
|
82.1
|
|
|
(96.5
|
)
|
|
Foreign currency (gain) loss
|
2.0
|
|
|
0.1
|
|
|
3.5
|
|
|
0.1
|
|
|
Loss before income taxes
|
(132.9
|
)
|
|
27.1
|
|
|
(228.3
|
)
|
|
341.5
|
|
|
Income tax (benefit) expense
|
(6.4
|
)
|
|
10.1
|
|
|
(34.8
|
)
|
|
93.8
|
|
|
Net (loss) income
|
$
|
(126.5
|
)
|
|
$
|
17.0
|
|
|
$
|
(193.5
|
)
|
|
$
|
247.7
|
|
(9) Reconciliations of EBITDA and Adjusted EBITDA for each period presented are to net (loss) income, the nearest GAAP
equivalent, and accordingly include the adjustments shown in the “Adj.” column to net (loss) income of each table.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Ranpak evaluates liquidity in terms of cash flows from operations and other sources and the sufficiency of such cash flows to fund its operating, investing and financing activities.
Management believes that its estimated cash from operations together with borrowing capacity under the revolving portion of the Facilities will provide Ranpak with sufficient resources to cover its current requirements. Ranpak’s main liquidity needs relate to capital expenditures and expenses for the production and maintenance of protective packaging systems placed at end-user facilities, working capital, including the purchase of paper raw materials, and payments of principal and interest on Ranpak’s outstanding debt. Ranpak expects its capital expenditures to increase as it continues to grow its business. Ranpak’s future capital requirements and the adequacy of available funds will depend on many factors, and if Ranpak is unable to obtain needed additional funds, Ranpak will have to reduce its operating costs or incur additional debt, which could impair its growth prospects and/or otherwise negatively impact its business.
Ranpak had $13.6 million in cash and cash equivalents as of September 30, 2019 and $17.5 million as of December 31, 2018. It also had $530.8 million in debt, $5.4 million of which was classified as short-term, as of September 30, 2019, compared to $506.5 million (including $4.4 million in short-term portion of long-term debt) as of December 31, 2018.
Debt Profile
Ranpak’s previous credit facilities were repaid in connection with the consummation of the Ranpak Business Combination, and were replaced with the following facilities: (1) a $378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”) and a €140.0 million euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”), and (2) a $45.0 million revolving facility (together, the “Facilities”). The material terms of the Facilities are summarized in Note 5 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flows
The following table sets forth Ranpak’s summary cash flow information for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
June 3, 2019 through September 30, 2019
|
|
|
January 1, 2019 through June 2, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
(in thousands)
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(11.6
|
)
|
|
|
$
|
24.5
|
|
|
$
|
26.9
|
|
|
Net cash used in investing activities
|
|
(956.3
|
)
|
|
|
(10.8
|
)
|
|
(20.9
|
)
|
|
Net cash provided by (used in) financing activities
|
|
666.5
|
|
|
|
(13.3
|
)
|
|
(5.4
|
)
|
|
Effect of exchange rate changes on cash
|
|
5.2
|
|
|
|
(7.7
|
)
|
|
2.0
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
(296.2
|
)
|
|
|
(7.3
|
)
|
|
2.6
|
|
|
Cash and cash equivalents, beginning of period
|
|
309.8
|
|
|
|
17.5
|
|
|
8.6
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
13.6
|
|
|
|
$
|
10.2
|
|
|
$
|
11.2
|
|
Cash Flows Provided by Operating Activities
Net cash (used in) provided by operating activities was $(11.6) million in the Successor Period due to changes in working capital related to the payment of accrued transaction costs, $24.5 million in the 2019 1H Predecessor Period and due to increases in working capital utilization to support sales growth in the current quarter.
Cash Flows Used in Investing Activities
Net cash used in investing activities was $(956.3) million in the Successor Period, due to the acquisition of Rack Holdings in the Ranpak Business Combination and capitalized cost relating to the acquisition of parts and assembly of protective packaging systems placed at end-user facilities. Net cash used in investing activities of $(10.8) million and $(20.9) million in the 2019 1H Predecessor Period and prior year period, respectively, resulted from capitalized cost relating to the acquisition of parts and assembly of protective packaging systems placed at end-user facilities.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities was $666.5 million in the Successor Period and reflects proceeds for the issuance of debt and stock $539.0 million and $302.4 million, respectively, offset by $(12.6) million for deferred financing costs related to the issuance of debt to partially fund the Ranpak Business Combination, $(158.3) million for the redemption of stock, and $(4.0) million for the repayment of promissory note. Net cash used in financing activities of $(13.3) million and $(5.4) million in the 2019 1H Predecessor Period and the nine month period ended September 30, 2018, respectively, was primarily related to the payment of debt.
Contractual Obligations and Other Commitments
Ranpak has leased production facilities in Reno, Nevada, Kansas City, Missouri and Raleigh, North Carolina in the United States and in Nyrany, Czech Republic, as well as several leased sales and administrative offices. The leases for the four leased
production facilities expire in September 2020, July 2020, December 2019 and April 2026, respectively. Ranpak recognizes rent expense on a straight-line basis over the relevant lease period.
Ranpak has various contractual obligations and commercial commitments that are recorded as liabilities in its audited consolidated financial statements. Other items, such as purchase obligations and other executory contracts, are not recognized as liabilities, but are required to be disclosed. The table below presents Ranpak’s significant enforceable and legally binding obligations and future commitments as of September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Total
|
|
Less than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than
5 Years
|
|
Credit Facilities
|
|
$
|
530.8
|
|
|
$
|
5.4
|
|
|
$
|
10.5
|
|
|
$
|
10.3
|
|
|
$
|
504.6
|
|
|
Operating Leases
|
|
4.8
|
|
|
1.2
|
|
|
2.3
|
|
|
1.3
|
|
|
—
|
|
|
Capital Lease Obligations
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
535.9
|
|
|
$
|
6.8
|
|
|
$
|
12.9
|
|
|
$
|
11.6
|
|
|
$
|
504.6
|
|
Ranpak does not have any other material contractually binding obligations to make cash payments. While Ranpak enters into agreements, generally annually, to fix the supplier price for the purchase of paper raw materials, none of these agreements provide for minimum purchase volumes.
In addition, as discussed above, in connection with the debt financing, One Madison entered into an interest rate swap contingent on the business combination in a notional amount of $200.0 million to hedge part of the floating interest rate exposure under the New Credit Facilities. The interest rate swap became effective upon closing of the Ranpak Business Combination and will mature on the third anniversary of such date. In September 2019, the Company amended the existing interest rate swap contract and entered into a new $50.0 million notional swap with similar terms. See Note 8 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
Ranpak did not have any off-balance sheet arrangements as of September 30, 2019.
Critical Accounting Policies
The accounting principles followed by Ranpak and the methods of applying these principles are in accordance with U.S. GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. Ranpak considers the following accounting policies to be critical to understanding its financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on Ranpak’s financial statements. The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain. For information on Ranpak’s significant accounting policies, including the policies discussed below, see Note 2 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Revenue Recognition
Ranpak derives substantially all (over 90% in each period presented) of its net sales through the sale of paper consumables that work exclusively with its protective packaging systems. Ranpak also provides proprietary protective systems to distributors and end users for a user fee, which is charged on a per unit basis. Ranpak retains ownership of such protective packaging systems during the term of the arrangement and generates net sales from arrangements with distributors and end users involving combinations of paper consumable sales and user fees. The deliverables within these arrangements are evaluated at inception to determine whether they represent one or more separate units of accounting (i.e., lease and non-lease components). As the separate recognition of a lease that is embedded in a multiple-element arrangement is required, Ranpak separates the portion of the total payments that are attributable to the embedded lease from the payments that are attributable to the non-lease elements based on relative selling price, determined using vendor specific objective evidence. Net sales are then recognized in accordance with the appropriate revenue recognition guidance applicable to the respective elements.
Recoverability of Intangible Assets with Finite Lives and Other Long-Lived Assets
Ranpak evaluates intangible assets and other long-lived assets for impairment whenever events or circumstances indicate they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. Ranpak groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group.
Goodwill
Goodwill and other intangible assets are initially recorded at their fair values. Goodwill represents the excess of the purchase price of acquisitions over the fair value of the net assets acquired. Goodwill is not subject to any amortization but is tested for impairment annually as of October 31 and when events or circumstances indicate that the estimated fair value of a reporting unit may no longer exceed its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to the reporting unit.
Ranpak uses the discounted cash flow method of the income approach and market approach to determine the fair value of reporting units and test for impairment as management believes this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. This is consistent with the methodology used to determine the fair value of reporting units in previous years.
Income Taxes
Ranpak follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence.
Recently Issued and Adopted Accounting Pronouncements
For recently issued and adopted accounting pronouncements, see Note 2 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.