Listed

Ranpak Holdings Corp.: Form 10-Q for the period ended Mar 31, 2026

Filed with the SEC on Apr 30, 2026 and accepted by EDGAR at Apr 30, 2026, 11:17 ET.

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Management's discussion and analysis

As filed, 39,992 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 “Cautionary Notice Regarding Forward-Looking Statements”and our financial statements and related notes included in this Quarterly Report as well as the sections entitled “Risk Factors,”“Cautionary Notice Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ranpak Holdings Corp (“Ranpak”, the “Company,” “we,” or “us”) included in our 2025 10-K, filed with the SEC on March 5, 2026. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report.

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 Notice Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report.

Overview

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. We provide our Protective Packaging Solutions (“PPS”) systems and paper consumables to distributors and certain select end-users. We operate manufacturing facilities in the United States, Europe and Asia. For our Automation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands. R Squared Robotics, a division of Ranpak, uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions.

We generated net revenue of $101.2 million and $91.2 million in the three months ended March 31, 2026 and 2025, respectively. We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) by geographic region.

Key Performance Indicators and Other Factors Affecting Performance

We use the following key performance indicators and monitor the following other factors to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans.

PPS Systems Base — We closely track the number of PPS systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net revenue expectations. Our installed base of PPS systems also drives our capital expenditure budgets. The following table presents our installed base of PPS systems as of March 31, 2026 and 2025:

(in thousands)

PPS Systems March 31, 2026 March 31, 2025 Change % Change
Cushioning 33.9 34.4 (0.5) (1.5)
Void-Fill 87.7 86.4 1.3 1.5
Wrapping 22.5 23.0 (0.5) (2.2)
Total 144.1 143.8 0.3 0.2

Paper and Other Costs. Paper is a key component of our cost of goods sold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our 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 we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy, and chemicals. For example, energy prices in Europe have experienced recent increased volatility, and such volatility has, in the past, increased the cost of paper. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.

Effect of Currency Fluctuations. We are a global business that generated approximately 53% of our 2025 net revenue outside of the United States. As a result of the geographic diversity of our operations, we are exposed to the effects of currency translation, which has affected the comparability of our results of operations between the periods presented in this Quarterly Report and may affect the comparability of our results of operations in future periods. Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, or when we realize gain or loss on intercompany transfers. While we seek to limit currency transaction exposure by matching the currencies in which we incur sales and expenses, we may not always be able to do so.

In addition, we are subject to currency translation exposure because the operations of our 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 re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In turn, subsidiary income statement balances that are denominated in currencies other than USD are translated into USD, our reporting 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 USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

We hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information. Significant currency fluctuations could impact the comparability of results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows. See “Quantitative and Qualitative Disclosures About Market Risk.”

Inflationary Pressures and Other Costs. We have continued to experience inflationary pressures in 2026, which have adversely impacted some of our end-users, such as automotive companies; electronic manufacturers; machinery manufacturers; e-commerce and mail order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue. Higher costs due to inflation were partially offset by price increases, which mitigated the impact on our operating results. However, our ability to predict or further offset inflationary cost increases in the future or during economic downturns or recessions may be limited or impacted by heightened competition for market share, an unwillingness by our customers to accept price increase or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated changing interest rates and borrowing costs may also impact the ability of some of our end-users and suppliers to obtain funds for operations and capital expenditures, which could negatively impact our ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from end-users, which could impact our cash flows. As a result, to the extent inflationary pressures continue, we expect additional pressure on our net revenue and gross margin. We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.

In addition to inflationary pressures, our U.S. operations are subject to the impact of tariffs, largely related to our capital expenditures for our PPS converters, some of which are sourced from China or contain parts and components from China and other Asian countries. We are taking steps to minimize the potential impact of these tariffs by evaluating alternative parts and global suppliers as well as stepping up our efforts to refabricate and refurbish existing machines in our fleet to reduce cost. Our box customization equipment is currently made in Europe and shipped to the United States and thus will be subject to the U.S. tariff on European goods. We are focused on cost reduction and efficiencies to minimize the impact to our customers, and believe in the ongoing value proposition of our equipment.

We expect certain headwinds from the recent U.S.-Iran hostilities which have resulted in increased energy prices globally. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, there could be continued pressure on our gross margin in our results for fiscal 2026 relative to our historical margin profile.

Seasonality. We estimate that over a third of our net revenue in 2025, either directly or to distributors, was 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 period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.

Non-GAAP Measures

EBITDA and Adjusted EBITDA (“AEBITDA”)

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also present EBITDA and AEBITDA, which are non-GAAP financial measures, because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. We believe that EBITDA and AEBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.

We reconcile this data to our GAAP data for the same periods presented.

Constant Currency

We operate globally, and a substantial portion of our net revenue and operations is denominated in foreign currencies, primarily the Euro. We calculate the year over-year impact of foreign currency movements using prior period foreign currency rates applied to current year results. These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.

In calculating the Constant Currency (Non-GAAP) % Change, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Cautionary Notice Regarding Non-GAAP Measures

Non-GAAP measures, such as EBITDA, AEBITDA, and constant currency change, have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, non-GAAP financial measures should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
  • EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;
  • EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
  • AEBITDA does not consider the potentially dilutive impact of stock-based compensation, and in certain periods, other income and expense items, such as restructuring and integration costs;
  • constant currency change measures exclude the foreign currency exchange rate impact on our foreign operations; and
  • other companies, including companies in our industry, may calculate EBITDA, AEBITDA, and constant currency change differently, which reduces their usefulness as comparative measures.

Consolidated Results of Operations

The following tables set forth our consolidated results of operations for the three months ended March 31, 2026 and 2025, presented in millions of dollars. “NM” represents “not meaningful.”

In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for the three months ended March 31, 2026 and 2025. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of GAAP to

Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net loss under GAAP.

Comparison of First Quarter of 2026 to First Quarter of 2025

Three Months Ended March 31, 2026 2025 $ Change % Change Constant Currency (Non-GAAP) % Change (1)
Net revenue $101.2 $91.2 $10.0 11.0 4.5
Cost of sales 66.3 60.3 6.0 10.0 4.1
Gross profit 34.9 30.9 4.0 12.9 5.2
Selling, general and administrative expenses 29.2 28.9 0.3 1.0
Depreciation and amortization expense 9.0 9.0 — —
Other operating expense, net 0.5 1.0 (0.5) (50.0)
Loss from operations (3.8) (8.0) 4.2 (52.5)
Interest expense 8.6 8.7 (0.1) (1.1)
Foreign currency loss (gain) 1.3 (2.6) 3.9 NM
Loss before income tax benefit (13.7) (14.1) 0.4 (2.8)
Income tax benefit (3.5) (3.2) (0.3) 9.4
Net loss $(10.2) $(10.9) $0.7 (6.4) (11.0)
Non-GAAP
EBITDA $11.7 $9.7 $2.0 20.6 14.4
AEBITDA $18.9 $17.3 $1.6 9.2 —
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the comparable prior year period, which in this case was 1 Euro to 1.0521 USD. Refer to further discussion in "Non-GAAP Measures."

Net Revenue

The following table and the discussion that follows compares our net revenue by product line for three months ended March 31, 2026 and 2025 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:

Three Months Ended March 31, 2026 2025 $ Change % Change Constant Currency (Non-GAAP) % Change (1)
Cushioning $36.6 $35.2 $1.4 4.0 (3.7)
Void-Fill 41.9 40.3 1.6 4.0 (0.5)
Wrapping 9.3 9.4 (0.1) (1.1) (6.4)
Automation 13.4 6.3 7.1 112.7 98.4
Net revenue $101.2 $91.2 $10.0 11.0 4.5
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the comparable prior year period, which in this case was 1 Euro to 1.0521 USD. Refer to further discussion in "Non-GAAP Measures."

Net revenue for the first quarter of 2026 was $101.2 million compared to $91.2 million for the first quarter of 2025, an increase of $10.0 million or 11.0% (4.5% on a constant currency basis) and includes a non-cash reduction of $0.9 million to void-fill and $0.8 million to automation net revenue from the provision for warrants in the current period. Net revenue for the first quarter of 2025 includes a non-cash reduction of $0.8 million to void-fill from the provision for warrants. Net revenue was positively impacted primarily by increases in automation equipment sales. The increase in void-fill and cushioning was primarily driven by favorable foreign currency fluctuations. Cushioning increased $1.4 million, or 4.0%, to $36.6 million from $35.2 million; void-fill increased $1.6 million, or 4.0%, to $41.9 million from $40.3 million; wrapping decreased $0.1 million, or 1.1%, to $9.3 million from $9.4 million; and automation net revenue increased $7.1 million, or 112.7% to $13.4 million from $6.3 million for the first quarter of 2026 compared to the first quarter of 2025.

The increase in net revenue for the first quarter of 2026 compared to the first quarter of 2025 is quantified by a 6.8% increase in automation equipment sales, a 6.5% increase from foreign currency fluctuations, and a 0.8% increase in the volume of sales of our paper consumable products, partially offset by a 2.1% decrease in the price or mix of our paper consumable products and a 1.0% non-cash decrease from the provision for warrants.

Cost of Sales

Cost of sales for the first quarter of 2026 totaled $66.3 million, an increase of $6.0 million, or 10.0% (4.1% at constant currency), compared to $60.3 million in the first quarter of 2025. We have quantified the change in cost of sales as follows:

Volume/product mix 7.9%
Production costs (3.8)%
Foreign currency impacts 5.9%
Total 10.0%

The increase in cost of sales was primarily due to an increase in the volume/mix of products sold of 7.9% and fluctuations in foreign currency rates of 5.9%, partially offset by a decrease in production costs of 3.8% compared to the first quarter of 2025. The 7.9% change in volume/mix is primarily attributable to an increase in automation equipment sales, which drove a 7.2% increase in cost of sales. Production costs include costs from materials, labor and overhead, and depreciation expense.

Operating expenses

Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for the first quarter of 2026 were $29.2 million, an increase of $0.3 million, or 1.0%, from $28.9 million in the first quarter of 2025. The net increase in SG&A expenses includes a $1.5 million unfavorable impact from foreign currency fluctuations and a $2.3 million increase in compensation expense, partially offset by a $0.9 million decrease in stock-based compensation and reductions in discretionary spend from cost reduction initiatives.

Depreciation and Amortization Expense. Depreciation and amortization expense for the first quarter of 2026 was $9.0 million, consistent with the first quarter of 2025.

Other Operating Expense, Net. Other operating expense, net for the first quarter of 2026 was $0.5 million, a decrease of $0.5 million from $1.0 million in the first quarter of 2025, due to decreased research and development expense of $0.4 million for the first quarter of 2026 compared to the first quarter of 2025.

Interest Expense

Interest expense for the first quarter of 2026 was $8.6 million, a decrease of $0.1 million, or 1.1%, from $8.7 million in the first quarter of 2025. The decrease was primarily due to the decrease in interest expense associated with our First Lien Credit Facilities in the first quarter of 2026 compared to the first quarter of 2025.

Foreign Currency Loss (Gain)

Foreign currency loss for the first quarter of 2026 was $1.3 million, a change of $3.9 million, from foreign currency gain of $2.6 million for the first quarter of 2025 due to the volatility in Euro exchange rates compared to USD.

Income Tax Benefit

Income tax benefit for the first quarter of 2026 was $3.5 million, or an effective tax rate of 26.0%. Income tax benefit was $3.2 million in the first quarter of 2025, or an effective tax rate of 22.6%. The fluctuation in the effective tax rate between periods is primarily attributable to taxes related to foreign activities and the impact from stock-based compensation for the same period in 2025. The difference between the effective tax rate for the first quarter of 2026 and the combined federal and state statutory rates is primarily due to state income taxes.

EBITDA and AEBITDA

EBITDA and AEBITDA are non-GAAP measures. Refer to “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the first quarter of 2026 was $11.7 million, an increase of $2.0 million, or 20.6%, compared to $9.7 million in the first quarter of 2025. AEBITDA for the first quarter of 2026 was $18.9 million, an increase of $1.6 million, or 9.2% (flat on a constant currency basis), compared to $17.3 million in the first quarter of 2025. AEBITDA for the first quarter of 2026 includes a non-cash reduction to net revenue from the provision for warrants of $1.7 million compared to $0.8 million for the first quarter of 2025.

Segment Results of Operations - First Quarter of 2026 and First Quarter of 2025

We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region. The following tables set forth our net revenue by segment for the first quarter of 2026 and the first quarter of 2025, presented in millions of dollars:

North America Three Months Ended March 31, 2026 2025 $ Change % Change
Cushioning $9.7 $10.5 $(0.8) (7.6)
Void-Fill 23.8 24.4 (0.6) (2.5)
Wrapping 4.7 5.6 (0.9) (16.1)
Automation 4.3 2.1 2.2 104.8
Net revenue $42.5 $42.6 $(0.1) (0.2)

Net revenue in North America for the first quarter of 2026 totaled $42.5 million compared to $42.6 million in the first quarter of 2025. The decrease of $0.1 million, or 0.2%, for the first quarter of 2026 compared to the first quarter of 2025 was attributable to decreases in wrapping, cushioning, and void-fill sales, partially offset by an increase in automation equipment sales, and includes a non-cash reduction of $0.8 million in void-fill and $0.8 million in automation net revenue from the provision for warrants. The decrease in net revenue for North America can be quantified by a decrease in the volume of sales of our paper consumable products of 3.6% and a 1.9% non-cash decrease from the provision for warrants, partially offset by a 5.2% increase from automation equipment sales and a 0.1% increase in the price/mix of our paper consumable products.

Europe/Asia Three Months Ended March 31, 2026 2025 $ Change % Change Constant Currency (Non-GAAP) % Change (1)
Cushioning $26.9 $24.7 $2.2 8.9 (2.0)
Void-Fill 18.1 15.9 2.2 13.8 2.5
Wrapping 4.6 3.8 0.8 21.1 7.9
Automation 9.1 4.2 4.9 116.7 95.2
Net revenue $58.7 $48.6 $10.1 20.8 8.6
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the comparable prior year period, which in this case was 1 Euro to 1.0521 USD. Refer to further discussion in "Non-GAAP Measures."

Net revenue in Europe/Asia for the first quarter of 2026 totaled $58.7 million compared to net revenue of $48.6 million in the first quarter of 2025. The increase of $10.1 million, or 20.8%, for the first quarter of 2026 compared to the first quarter of 2025 was attributable to increases in automation equipment sales, cushioning, void-fill, and wrapping sales. The increase in net revenue for Europe/Asia can be quantified by a 12.2% increase due to foreign currency fluctuations and a 8.2% increase from automation equipment sales, and a 3.4% increase in volume of sales of our paper consumable products, partially offset by a 2.8% decrease in the price/mix of our paper consumable products and a 0.2% non-cash decrease from the provision for warrants.

The following table sets forth segment EBITDA, presented in millions of dollars:

Three Months Ended March 31, 2026 2025 $ Change % Change
North America $6.8 $5.1 $1.7 33.3
Europe/Asia $4.9 $4.6 $0.3 6.5

North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $5.0 million and $5.2 million for the three months ended March 31, 2026 and 2025, respectively, which eliminates on a consolidated basis.

Segment EBITDA for North America was $6.8 million for the first quarter of 2026 compared to $5.1 million in the first quarter of 2025, an increase of $1.7 million, or 33.3%. The increase was primarily due to a $0.8 million decrease in research and development expense and a $0.5 million decrease in stock-based compensation expense for the first quarter of 2026 compared to the first quarter of 2025.

Segment EBITDA for Europe/Asia was $4.9 million for the first quarter of 2026 compared to $4.6 million in the first quarter of 2025, an increase of $0.3 million, or 6.5%. The increase was primarily due to increased net revenue as described above, partially offset by increased foreign currency losses for the three months ended March 31, 2026.

Reconciliation of GAAP to Non-GAAP Measures

As noted above, 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. We believe presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively our operating performance and compare the results of our operations from period to period and against 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. The computations of EBITDA, AEBITDA and Constant Currency (Non-GAAP) % Change 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 table and related notes reconcile certain non-GAAP measures to GAAP information presented in this Quarterly Report for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 2025 $ Change % Change Constant Currency (Non-GAAP) % Change (6)
Net loss $(10.2) $(10.9) $0.7 (6.4) (11.0)
Depreciation and amortization expense – COS 7.8 6.1 1.7 27.9
Depreciation and amortization expense – D&A 9.0 9.0 — —
Interest expense 8.6 8.7 (0.1) (1.1)
Income tax benefit (3.5) (3.2) (0.3) 9.4
EBITDA(1) 11.7 9.7 2.0 20.6 14.4
Adjustments(2):
Foreign currency loss (gain) 1.3 (2.6) 3.9 NM
M&A, restructuring, severance 3.0 2.9 0.1 3.4
Stock-based compensation expense 1.3 2.1 (0.8) (38.1)
Amortization of cloud-based software implementation costs(3) 1.1 0.9 0.2 22.2
Cloud-based software implementation costs(4) 0.4 0.6 (0.2) (33.3)
SOX remediation costs 0.1 0.6 (0.5) (83.3)
Other adjustments(5) — 3.1 (3.1) (100.0)
AEBITDA(1) $18.9 $17.3 $1.6 9.2 —

(see subsequent footnotes)

(1) Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.

(2) Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.

(3) Represents amortization of capitalized costs primarily related to the implementation of the global ERP system, which are included in SG&A.

(4) Third-party professional services and consulting fees related to post-implementation system remediation.

(5) In the first quarter of 2025, Other adjustments includes non-recurring warehouse and transitory costs incurred related to conversion services, non-recurring excess above market procurement costs, and other insignificant items.

(6) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the prior year period, which in this case was 1 Euro to 1.0521 USD. Refer to further discussion in “Non-GAAP Measures.”

Liquidity and Capital Resources

We evaluate liquidity in terms of cash flows from operations and other sources and the sufficiency of such cash flows to fund our operating, investing and financing activities. We believe that our $48.5 million in cash and cash equivalents as of March 31, 2026 and cash flow from operations, together with borrowing capacity under the revolving portion of our senior secured credit facilities, will provide us with sufficient resources to cover our current requirements.

Our main liquidity needs relate to capital expenditures and expenses for the production and maintenance of PPS systems placed at end-user facilities, working capital, including the purchase of paper raw materials, and payments of principal and interest on our outstanding debt. Our Automated Paper Solutions (“APS”) and Automated Solutions (“AS”) (collectively, “Automation”) product lines are for the sale of capital goods and we do not require significant capital expenditures for production equipment to support growth. We expect our capital expenditures to increase as we continue to grow our business, expand our manufacturing footprint, and upgrade our existing systems and facilities. We continue to evaluate our inventory requirements and adjust according to our volume forecasts. Our future capital requirements and the adequacy of available funds will depend on many factors, and if we are unable to obtain needed additional funds, we may have to reduce our operating costs or incur additional debt, which could impair our growth prospects and/or otherwise negatively impact our business. Further, volatility in the equity and credit markets from macroeconomic factors could make obtaining new equity or debt financing more difficult or expensive.

Debt Profile

The material terms of our debt, which principally consists of senior secured credit facilities of a $410.0 million USD-denominated first lien term facility (the “Term Facility”) and a $50.0 million revolving credit facility available in USD and Euros (“Revolving Facility” and together with the Term Facility, the “Facilities”), are summarized in Note 7 — Long-Term Debt to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Including finance lease liabilities and financing arrangements and excluding deferred financing costs, we had $411.4 million in debt, $6.6 million of which was classified as short-term, as of March 31, 2026, compared to $410.5 million in debt, $5.5 million of which was classified as short-term, as of December 31, 2025.

At March 31, 2026, we did not have amounts outstanding under the Revolving Facility, and we had no borrowings under such facility through April 30, 2026. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of March 31, 2026, we had $5.8 million committed to outstanding letters of credit, leaving net availability of $44.2 million under the Revolving Facility.

The Facilities are secured by substantially all of the assets of the Company. No mandatory prepayments were required under our Facilities as of March 31, 2026, and the Company was in compliance with all debt covenants.

Cash Flows

The following table sets forth our summary cash flow information for the periods indicated:

Three Months Ended March 31, 2026 2025
Net cash provided by (used in) operating activities $4.4 $(1.3)
Net cash used in investing activities (18.3) (7.5)
Net cash provided by (used in) financing activities 0.2 (2.8)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (0.8) 1.0
Net Decrease in Cash and Cash Equivalents (14.5) (10.6)
Cash and Cash Equivalents, beginning of period 63.0 76.1
Cash and Cash Equivalents, end of period $48.5 $65.5

Cash Flows Provided by (Used in) Operating Activities

Net cash provided by operating activities was $4.4 million in the three months ended March 31, 2026. Net cash used in operating activities was $1.3 million in the three months ended March 31, 2025. The changes in operating cash flows are largely due to lower net loss and foreign currency changes.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $18.3 million and $7.5 million in the three months ended March 31, 2026 and 2025, respectively, and reflects cash used for production of converter equipment and purchases of machinery and equipment. Net cash used in investing activities in the three months ended March 31, 2026 also included $10.0 million in cash paid for the additional investment in Pickle.

Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities was $0.2 million in the three months ended March 31, 2026 and reflects proceeds from our financing arrangements, partially offset by principal payments on our term loans, tax payments for withholdings on stock-based awards, payments on financing arrangements, and payments on finance lease liabilities. Net cash used in financing activities was $2.8 million in the three months ended March 31, 2025 and reflects tax payments for withholdings on stock-based awards, principal payments on our term loans, payments on finance lease liabilities, and payments on financing arrangements.

Contractual Obligations and Other Commitments

We have cash obligations under our financing arrangements, which are primarily related to our Term Facility, and under our leases for facilities, automobiles and equipment, which are described in more detail in Note 7 — Long-Term Debt and Note 12 — Leases in the notes to our unaudited condensed consolidated financial statements. We have various contractual obligations and commercial commitments that are recorded as liabilities in our unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which often requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our 2025 10-K.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 2 — Basis of Presentation and Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Market risk

As filed, 2,681 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Interest Rate Risk

Changes in interest rates affect the amount of interest income we earn on cash and cash equivalents and the amount of interest expense we pay on borrowings under the floating rate portions of our Term Facility. A hypothetical 100 basis point increase or decrease in the applicable base interest rates under our Term Facility would have resulted in a $1.0 million impact on our cash interest expense for the three months ended March 31, 2026.

Refer to Note 7 —Long-Term Debt to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk related to our transactions and subsidiaries’ balances that are denominated in currencies other than USD, our reporting currency. See “Effect of Currency Fluctuations” in Item 2 previously for more information about our foreign currency exchange rate exposure. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows and maintaining access to credit in the principal currencies in which we conduct business. Additionally, we hedge some of our exposure to foreign currency translation with cross-currency swaps. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

For the three months ended March 31, 2026, net revenue denominated in currencies other than USD amounted to $58.7 million or 58% of our net revenue for the period. Substantially all of this amount was denominated in Euro. A 10% increase or decrease in the value of the Euro to the USD would have caused our reported net revenue for the three months ended March 31, 2026 to increase or decrease by approximately $5.9 million.

Commodity Price Risk

While our business is significantly impacted by price fluctuations related to the purchase, production and sale of paper products, we are typically not directly exposed to market price fluctuations in paper purchase or sale prices as we historically have negotiated prices with suppliers on an annual basis and negotiate prices with distributors reflecting competitive market terms. Our strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand. However, due to global inflation and other macroeconomic factors, we may be subject to significantly more commodity price volatility than we have historically experienced.

Controls and procedures

As filed, 1,988 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2026-01-01 to 2026-03-31$81.8mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Gross profit3 months2026-01-01 to 2026-03-31$34.9mus-gaap:GrossProfit
Selling, general and administrative3 months2026-01-01 to 2026-03-31$29.2mus-gaap:SellingGeneralAndAdministrativeExpense
Operating income3 months2026-01-01 to 2026-03-31−$3.8mus-gaap:OperatingIncomeLoss
Interest expense3 months2026-01-01 to 2026-03-31$8.6mus-gaap:InterestExpenseNonoperating
Income tax3 months2026-01-01 to 2026-03-31−$3.5mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2026-01-01 to 2026-03-31−$10.2mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31−$0.12us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31−$0.12us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-01-01 to 2026-03-3184,837,453 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2026-01-01 to 2026-03-31$4.4mus-gaap:NetCashProvidedByUsedInOperatingActivities
Cash and equivalentsAt period end2026-03-31$48.5mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2026-03-31$143.7mus-gaap:AssetsCurrent
Total assetsAt period end2026-03-31$1.11bnus-gaap:Assets
Current liabilitiesAt period end2026-03-31$83.2mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2026-03-31$582.6mus-gaap:Liabilities
Long-term debtAt period end2026-03-31$396.5mus-gaap:LongTermDebtNoncurrent
Current portion of debtAt period end2026-03-31$5.1mus-gaap:LongTermDebtCurrent
Shareholders' equityAt period end2026-03-31$524.5mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001628280-26-028666. Last ingested by Listed: Oct 29, 2026, 09:02 ET. Listed shows no prices and gives no investment advice.