8-K - GBX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 6, 2021

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-13146	93-0816972
(State of<br> <br>Incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
One Centerpointe Drive, Suite 200, Lake Oswego, OR	97035
---	---
(Address of principal executive offices)	(Zip Code)

(503) 684-7000

Registrant’s telephone number, including area code

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock without par value	GBX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition

On April 6, 2021, The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) issued a press release reporting the Company’s results of operations for the three and six months ended February 28, 2021. A copy of such release is attached as Exhibit 99.1.

Item 7.01	Regulation FD Disclosure

On April 6, 2021, Greenbrier issued another press release, attached hereto as Exhibit 99.2, announcing completion of the formation of a new leasing subsidiary.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated April 6, 2021 of The Greenbrier Companies, Inc. related to results of operations
99.2	Press Release dated April 6, 2021 of The Greenbrier Companies, Inc. related to completion of the formation of a new leasing subsidiary
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: April 6, 2021	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com
---	---
For release: April 6, 2021 6:00 a.m. EDT	Contact:	Lorie Tekorius, Investor Relations
---	---	---
		Justin Roberts, Investor Relations
		Ph: 503-684-7000

Greenbrier Reports Second Quarter Results

~ Strong liquidity positions Greenbrier for upcoming recovery ~

~ Orders for 3,800 new railcars valued at over $440 million -book-to-bill of 1.8x in the quarter ~

~Backlog expanded to 24,900 units with estimated value of $2.5 billion ~

~ Trailing effects of COVID-19 and inclementweather produced a net loss attributable to Greenbrier of $9 million ~

~ Completed formation of GBX Leasing jointventure ~

Lake Oswego, Oregon, April 6, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today reported financial results for its second fiscal quarter ended February 28, 2021.

Second Quarter Highlights

•	New railcar orders for 3,800 units valued at over $440 million during the quarter. Deliveries in the quarter<br>were 2,100 units, a 1.8x book-to-bill.
•	Diversified new railcar backlog as of February 28, 2021 was 24,900 units with an estimated value of<br>$2.5 billion.
---	---
•	Immediate liquidity of $708 million, includes $593 million in cash and $115 million of available<br>borrowing capacity. Combined with nearly $100 million of liquidity initiatives in progress totals over $800 million.
---	---
•	Operating cash flow in the quarter included inventory accumulation of $48 million to support manufacturing<br>production increases beginning in fiscal Q3 and a $44 million increase in leased railcars for syndication.
---	---
•	COVID-19 related expenses for the quarter were $2.5 million (pre-tax) and $6.4 million (pre-tax) for the first half of fiscal 2021.
---	---
•	Net loss attributable to Greenbrier for the quarter was $9 million, or $0.28 per diluted share, on revenue<br>of $296 million. The net loss included $16 million in anticipated federal income tax benefit resulting from loss carryback provisions.
---	---
•	Adjusted EBITDA for the quarter was negative $1 million.
---	---
•	Subsequent to quarter-end, completed the earlier announced formation of<br>GBX Leasing joint venture, including initial funding of nearly $100 million from a new $300 million non-recourse railcar warehouse credit facility.
---	---

- More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 2
•	Board declares a quarterly dividend of $0.27 per share, payable on May 12, 2021 to shareholders as of<br>April 21, 2021 representing Greenbrier’s 28^th^ consecutive quarterly dividend.
---	---

William A. Furman, Chairman & CEO commented, “Greenbrier navigated what we expect will be our most challenging quarter of the fiscal year. Operating challenges emerged from a range of sources, including winter weather, impacting deliveries and production. Our near-term outlook is becoming increasingly optimistic as rail fundamentals improve. Rail loadings are up year-to-date, driven by increased traffic in grain, intermodal and other categories. Railroad velocity has slowed by nearly two miles per hour. Railcars in storage have decreased by more than 148,000 units from the 2020 peak storage level. Proposed environmental and other regulations in both North America and Europe should support secular demand for rail as a growing mode for freight transport. Fiscal stimulus and proposed infrastructure legislation are expected to further add to demand.”

Furman concluded, “Greenbrier is well-positioned for an economic recovery. Our pipeline of new business inquiries in North America has expanded dramatically in the last 30 days. Greenbrier’s ability to adjust production capacity to meet our market outlook enables us to rapidly ramp manufacturing as we earn new railcar orders. We have already restarted several production lines supported by firm orders to meet increased demand.”

Business Update & Outlook

Greenbrier has practiced disciplined management to meet the realities of this historic time. Our core strategy since March 2020 has been and continues to be:

1.	Maintain a strong liquidity base and balance sheet
2.	Navigate the COVID-19 pandemic and the related economic crisis by<br>safely operating our factories while generating cash
---	---
3.	Prepare for emerging economic recovery and forward momentum in our markets, which we expect to expand during<br>the latter half of calendar 2021. Greenbrier is currently operating in this phase.
---	---

Looking ahead, Greenbrier expects the second half of fiscal 2021 to be stronger than the first half, reflecting increased production rates and stronger activity across the business. Greenbrier’s ability to achieve more than $700 million of total liquidity, with another $100 million of initiatives in process, allows us to weather unanticipated setbacks in the emerging economic recovery. Our $2.5 billion backlog provides a baseload of orders to support continuous production lines. These factors position us to deploy our balance sheet opportunistically, as we have done with GBX Leasing. The recently-announced joint venture complements Greenbrier’s existing commercial platform and will create stable, tax-advantaged cash flows, reducing our exposure to the new railcar order and delivery cycle.

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 3

Financial Summary

			Sequential Comparison – Main Drivers
Revenue	295.6M	403.0M	37% fewer deliveries reflecting weak demand environment and extreme winter weather
Gross margin	6.0	10.1
Selling and administrative	43.4M	43.7M	Maintaining cost discipline
Adjusted EBITDA	(1.3M	23.2M	Low new railcar deliveries and weak NA environment
Effective tax rate	61.6	55.5	Tax benefit from lease fleet investments and operating losses carried back to prior years with higher tax rates under the CARES Act
Net (earnings) loss attributable to noncontrolling interest	4.9M	(3.3M	Operating loss from fewer deliveries at GIMSA joint venture
Net loss attributable to Greenbrier	(9.1M	(10.0M	Lower operating activity reflecting fewer deliveries partially offset by income tax benefit
Diluted EPS	(0.28	(0.30

All values are in US Dollars.

Segment Summary

	Q2 FY21			Q1 FY21			Sequential Comparison – Main Drivers
Manufacturing
Revenue	$	202.1M		$	308.7M		Fewer deliveries reflecting weak demand environment and winter weather closures
Gross margin		0.2	%		9.0	%
Operating margin ^(1)^		(8.5	%)		3.1	%
Deliveries ^(2)^		1,700			2,700
Wheels, Repair & Parts
Revenue	$	71.6M		$	65.6M		Modestly increased wheel volumes from winter weather and improved scrap pricing partially offset by continued decreased Repair volumes
Gross margin		6.9	%		3.9	%	Improved volume in Wheel Services partially offset by weak Repair activity
Operating margin^(1)^		3.4	%		(0.3	%)
Leasing & Services
Revenue	$	21.9M		$	28.7M		Prior quarter had externally sourced syndication activity which increases revenue but is dilutive to gross margin %
Gross margin		56.6	%		35.8	%	More normalized gross margin activity
Operating margin^(1) (3)^		29.3	%		20.5	%	Strong gross margin performance
Fleet utilization		94.8	%		93.3	%
^(1)^	See supplemental segment information on page 12 for additional information.
---	---
^(2)^	Excludes Brazil deliveries which are not consolidated into manufacturing revenue and margins.<br>
---	---
^(3)^	Includes Net gain on disposition of equipment, which is excluded from gross margin.^^
---	---

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 4

Conference Call

Greenbrier will host a teleconference to discuss its second quarter 2021 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

•	April 6, 2021
•	8:00 a.m. Pacific Daylight Time
---	---
•	Phone:<br>1-888-317-6003 (Toll Free)<br>1-412-317-6061 (International), Entry Number “7592105”
---	---
•	Real-time Audio Access: (“Newsroom” at http://www.gbrx.com)
---	---

Please access the site 10 minutes prior to the start time.

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds and markets freight railcars and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,700 railcars and performs management services for 445,000 railcars. Learn more about Greenbrier at www.gbrx.com.

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 5

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	February 28,<br>2021		November 30,<br>2020		August 31,<br>2020		May 31,<br>2020		February 29,<br>2020
Assets
Cash and cash equivalents	$	593,499	$	724,547	$	833,745	$	735,258	$	169,899
Restricted cash		8,614		8,547		8,342		8,704		8,569
Accounts receivable, net		236,171		216,220		230,488		261,629		325,056
Income tax receivable		62,103		24,448		9,109		—		1,173
Inventories		522,984		490,282		529,529		675,442		709,115
Leased railcars for syndication		109,287		51,087		107,671		136,144		255,073
Equipment on operating leases, net		445,451		445,542		350,442		355,841		385,974
Property, plant and equipment, net		687,468		696,333		711,524		719,155		723,326
Investment in unconsolidated affiliates		70,820		72,254		72,354		75,508		79,082
Intangibles and other assets, net		190,283		186,509		190,322		181,315		160,709
Goodwill		132,685		130,315		130,308		130,035		129,684
	$	3,059,365	$	3,046,084	$	3,173,834	$	3,279,031	$	2,947,660
Liabilities and Equity
Revolving notes	$	275,839	$	276,248	$	351,526	$	416,535	$	37,196
Accounts payable and accrued liabilities		448,571		434,138		463,880		488,969		499,898
Deferred income taxes		24,798		10,120		7,701		4,354		9,173
Deferred revenue		42,572		36,916		42,467		63,536		70,869
Notes payable, net		793,189		797,089		804,088		806,919		811,860
Contingently redeemable noncontrolling interest		30,037		30,711		31,117		30,611		30,782
Total equity – Greenbrier		1,268,502		1,280,407		1,293,043		1,291,221		1,286,472
Noncontrolling interest		175,857		180,455		180,012		176,886		201,410
Total equity		1,444,359		1,460,862		1,473,055		1,468,107		1,487,882
	$	3,059,365	$	3,046,084	$	3,173,834	$	3,279,031	$	2,947,660

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 6

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

	Three Months Ended						Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2021			2020			2021			2020
Revenue
Manufacturing	$	202,094		$	489,943		$	510,816		$	1,147,310
Wheels, Repair & Parts		71,623			91,225			137,179			177,833
Leasing & Services		21,905			42,680			50,616			68,064
		295,622			623,848			698,611			1,393,207
Cost of revenue
Manufacturing		201,771			422,309			482,661			1,004,221
Wheels, Repair & Parts		66,667			84,373			129,651			166,265
Leasing & Services		9,513			30,830			27,957			44,196
		277,951			537,512			640,269			1,214,682
Margin		17,671			86,336			58,342			178,525
Selling and administrative expense		43,425			54,597			87,132			108,961
Net gain on disposition of equipment		(27	)		(6,697	)		(949	)		(10,656	)
Earnings (loss) from operations		(25,727	)		38,436			(27,841	)		80,220
Other costs
Interest and foreign exchange		9,568			12,609			20,671			25,461
Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates		(35,295	)		25,827			(48,512	)		54,759
Income tax benefit (expense)		21,752			(7,463	)		29,084			(13,457	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(13,543	)		18,364			(19,428	)		41,302
Earnings (loss) from unconsolidated affiliates		(378	)		1,651			(1,122	)		2,724
Net earnings (loss)		(13,921	)		20,015			(20,550	)		44,026
Net (earnings) loss attributable to noncontrolling interest		4,856			(6,386	)		1,513			(22,728	)
Net earnings (loss) attributable to Greenbrier	$	(9,065)		$	13,629		$	(19,037	)	$	21,298
Basic earnings (loss) per common share:	$	(0.28)		$	0.42		$	(0.58	)	$	0.65
Diluted earnings (loss) per common share:	$	(0.28)		$	0.41		$	(0.58	)	$	0.64
Weighted average common shares:
Basic		32,810			32,661			32,766			32,645
Diluted		32,810			33,482			32,766			33,382
Dividends per common share	$	0.27		$	0.27		$	0.54		$	0.52

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 7

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2021 are as follows:

	First			Second			Total
Revenue
Manufacturing	$	308,722		$	202,094		$	510,816
Wheels, Repair & Parts		65,556			71,623			137,179
Leasing & Services		28,711			21,905			50,616
		402,989			295,622			698,611
Cost of revenue
Manufacturing		280,890			201,771			482,661
Wheels, Repair & Parts		62,984			66,667			129,651
Leasing & Services		18,444			9,513			27,957
		362,318			277,951			640,269
Margin		40,671			17,671			58,342
Selling and administrative expense		43,707			43,425			87,132
Net gain on disposition of equipment		(922	)		(27	)		(949	)
Loss from operations		(2,114	)		(25,727	)		(27,841	)
Other costs
Interest and foreign exchange		11,103			9,568			20,671
Loss before income tax and loss from unconsolidated affiliates		(13,217	)		(35,295	)		(48,512	)
Income tax benefit		7,332			21,752			29,084
Loss before loss from unconsolidated affiliates		(5,885	)		(13,543	)		(19,428	)
Loss from unconsolidated affiliates		(744	)		(378	)		(1,122	)
Net Loss		(6,629	)		(13,921	)		(20,550	)
Net (earnings) loss attributable to noncontrolling interest		(3,343	)		4,856			1,513
Net Loss attributable to Greenbrier	$	(9,972	)	$	(9,065	)	$	(19,037	)
Basic loss per common share ^(1)^	$	(0.30	)	$	(0.28	)	$	(0.58	)
Diluted loss per common share^(1)^	$	(0.30	)	$	(0.28	)	$	(0.58	)
Dividends per common share	$	0.27		$	0.27		$	0.54
^(1)^	Quarterly amounts may not total to the year to date amount as each period is calculated discretely. Diluted EPS<br>is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and<br>performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.
---	---

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 8

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2020 are as follows:

	First			Second			Third			Fourth			Total
Revenue
Manufacturing	$	657,367		$	489,943		$	653,007		$	549,654		$	2,349,971
Wheels, Repair & Parts		86,608			91,225			82,024			64,813			324,670
Leasing & Services		25,384			42,680			27,526			21,958			117,548
		769,359			623,848			762,557			636,425			2,792,189
Cost of revenue
Manufacturing		581,912			422,309			562,793			498,155			2,065,169
Wheels, Repair & Parts		81,892			84,373			75,001			60,923			302,189
Leasing & Services		13,366			30,830			17,232			10,272			71,700
		677,170			537,512			655,026			569,350			2,439,058
Margin		92,189			86,336			107,531			67,075			353,131
Selling and administrative expense		54,364			54,597			49,494			46,251			204,706
Net gain on disposition of equipment		(3,959	)		(6,697	)		(8,775	)		(573	)		(20,004	)
Earnings from operations		41,784			38,436			66,812			21,397			168,429
Other costs
Interest and foreign exchange		12,852			12,609			7,562			10,596			43,619
Earnings before income tax and earnings (loss) from unconsolidated affiliates		28,932			25,827			59,250			10,801			124,810
Income tax expense		(5,994	)		(7,463	)		(24,421	)		(2,306	)		(40,184	)
Earnings before earnings (loss) from unconsolidated affiliates		22,938			18,364			34,829			8,495			84,626
Earnings (loss) from unconsolidated affiliates		1,073			1,651			1,040			(804	)		2,960
Net earnings		24,011			20,015			35,869			7,691			87,586
Net earnings attributable to noncontrolling interest		(16,342	)		(6,386	)		(8,097	)		(7,794	)		(38,619	)
Net earnings (loss) attributable to Greenbrier	$	7,669		$	13,629		$	27,772		$	(103	)	$	48,967
Basic earnings per common share^(1)^	$	0.24		$	0.42		$	0.85		$	(0.00	)	$	1.50
Diluted earnings per common share^(1)^	$	0.23		$	0.41		$	0.83		$	(0.00	)	$	1.46
Dividends per common share	$	0.25		$	0.27		$	0.27		$	0.27		$	1.06
^(1)^	Quarterly amounts may not total to the year to date amount as each period is calculated discretely. Diluted EPS<br>is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and<br>performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.
---	---

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 9

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASHFLOWS

(In thousands, unaudited)

	Six Months Ended
	February 28,			February 29,
	2021			2020
Cash flows from operating activities
Net earnings (loss)	$	(20,550	)	$	44,026
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Deferred income taxes		16,969			(6,714	)
Depreciation and amortization		50,868			59,338
Net gain on disposition of equipment		(949	)		(10,656	)
Accretion of debt discount		2,857			2,718
Stock based compensation expense		8,951			7,237
Noncontrolling interest adjustments		(1,285	)		9,038
Other		1,135			(39	)
Decrease (increase) in assets:
Accounts receivable, net		(10,735	)		47,282
Income tax receivable		(52,994	)		(1,173	)
Inventories		(35,005	)		(55,158	)
Leased railcars for syndication		(37,988	)		(123,033	)
Other assets		(2,895	)		(39,433	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(13,257	)		(67,988	)
Deferred revenue		104			1,381
Net cash used in operating activities		(94,774	)		(133,174	)
Cash flows from investing activities
Proceeds from sales of assets		11,336			41,827
Capital expenditures		(50,353	)		(40,834	)
Investments in and advances to/repayments from unconsolidated affiliates		4,523			(1,500	)
Cash distribution from unconsolidated affiliates and other		488			11,273
Net cash provided by (used in) investing activities		(34,006	)		10,766
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		98,442			10,246
Proceeds from revolving notes with maturities longer than 90 days		112,000			—
Repayments of revolving notes with maturities longer than 90 days		(286,000	)		—
Repayments of notes payable		(14,990	)		(17,120	)
Dividends		(18,046	)		(17,312	)
Cash distribution to joint venture partner		(3,646	)		(8,706	)
Tax payments for net share settlement of restricted stock		(2,357	)		(1,895	)
Net cash used in financing activities		(114,597	)		(34,787	)
Effect of exchange rate changes		3,403			(2,824	)
Decrease in cash, cash equivalents and restricted cash		(239,974	)		(160,019	)
Cash and cash equivalents and restricted cash
Beginning of period		842,087			338,487
End of period	$	602,113		$	178,468
Balance Sheet Reconciliation
Cash and cash equivalents	$	593,499		$	169,899
Restricted cash		8,614			8,569
Total cash and cash equivalents and restricted cash as presented above	$	602,113		$	178,468

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 10

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, excluding backlog and delivery units, unaudited)

Reconciliation of Net loss to Adjusted EBITDA

	Three Months Ended
	February 28,<br>2021			November 30,<br>2020
Net loss	$	(13,921	)	$	(6,629	)
Interest and foreign exchange		9,568			11,103
Income tax benefit		(21,752	)		(7,332	)
Depreciation and amortization		24,822			26,046
Adjusted EBITDA	$	(1,283	)	$	23,188
	Three Months<br>Ended<br>February 28,<br>2021
---	---	---	---
Backlog Activity (units) ^(1)^
Beginning backlog		23,900
Orders received		3,800
Production held as Leased railcars for syndication		(800	)
Production sold directly to third parties		(2,000	)
Ending backlog		24,900
Delivery Information (units) ^(1)^
Production sold directly to third parties		2,000
Sales of Leased railcars for syndication		100
Total deliveries		2,100
(1)	Includes Greenbrier-Maxion, our Brazilian railcar manufacturer, which is accounted for under the equity method<br>
---	---

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 11

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL LEASING INFORMATION

(In thousands, except owned and managed fleet, unaudited)

	February 28,<br>2021			November 30,<br>2020
Owned fleet		8,700			8,400
Managed fleet		445,000			407,000
Owned fleet utilization		95	%		93	%
	February 28,<br>2021			November 30,<br>2020
Leased railcars for syndications	$	109,287		$	51,087
Equipment on operating lease		445,451			445,542
Total	$	554,738		$	496,629
Leasing non-recourse debt	$	204,722		$	206,629
Recourse debt		588,467			590,460
Total debt	$	793,189		$	797,089
Fleet leverage %^(1)^		37	%		42	%
(1)	Leasing non-recourse debt / Sum of leased railcars for syndication and<br>equipment on operating lease
---	---

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 12

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, unaudited)

Segment Information

Three months ended February 28, 2021:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	202,094	$	2,425		$	204,519		$	(17,216	)	$	100		$	(17,116	)
Wheels, Repair & Parts		71,623		1,603			73,226			2,433			(14	)		2,419
Leasing & Services		21,905		1,113			23,018			6,420			634			7,054
Eliminations		—		(5,141	)		(5,141	)		—			(720	)		(720	)
Corporate		—		—			—			(17,364	)		—			(17,364	)
	$	295,622	$	—		$	295,622		$	(25,727	)	$	—		$	(25,727	)

Three months ended November 30, 2020:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	308,722	$	20,591		$	329,313		$	9,686		$	2,505		$	12,191
Wheels, Repair & Parts		65,556		301			65,857			(200	)		(9	)		(209	)
Leasing & Services		28,711		4,665			33,376			5,890			4,285			10,175
Eliminations		—		(25,557	)		(25,557	)		—			(6,781	)		(6,781	)
Corporate		—		—			—			(17,490	)		—			(17,490	)
	$	402,989	$	—		$	402,989		$	(2,114	)	$	—		$	(2,114	)
	Total assets
---	---	---	---	---
	February 28,<br>2021		November 30,<br>2020
Manufacturing	$	1,313,819	$	1,264,616
Wheels, Repair & Parts		277,788		274,534
Leasing & Services		851,546		758,820
Unallocated		616,212		748,114
	$	3,059,365	$	3,046,084

More -

Greenbrier Reports Second Quarter Results (Cont.)	Page 13

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “adjust,” “become,” “continue,” “expect,” “maintain,” “outlook,” “position,” “should,” “will,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about backlog, and future liquidity and cash flow as well as other information regarding future performance and strategies and appear throughout this press release including in the headlines and the section “Business Update & Outlook.” These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following. (1) We are unable to predict when, how, or with what magnitude COVID-19 governmental reaction to the pandemic, and related economic disruptions will negatively impact our business: we may be prevented from operating our facilities; the operations of our customers may be disrupted increasing the likelihood that our customers may attempt to delay, defer or cancel orders, or cease to operate as going concerns; the operations of our suppliers may be disrupted; our indebtedness may increase; we may breach the covenants in our credit agreement; the market price of our common stock may drop or remain volatile; we may incur significant employee health care costs under our self-insurance programs. The longer the pandemic continues, the more likely that negative impacts on our business will occur, some of which we cannot now foresee. (2) Our backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation which may not occur. Customers may attempt to cancel or modify orders or refuse to accept and pay for products. The likelihood of cancellations, modifications, rejection and non-payment for our products generally increases during periods of market weakness. The timing of converting backlog to revenue is also materially impacted by our decision whether to lease railcars, sell railcars, or syndicate railcars with a lease attached to an investor. (3) Our joint ventures, including our leasing joint venture, may not perform as anticipated or expected. More information on potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K and subsequent report on 10-Q. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

Adjusted Financial Metric Definitions

Adjusted EBITDA, Adjusted net earnings (loss) attributable to Greenbrier and Adjusted diluted EPS are not financial measures under generally accepted accounting principles (GAAP). These metrics are performance measurement tools used by rail supply companies and Greenbrier. You should not consider these metrics in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because these metrics are not a measure of financial performance under GAAP and are susceptible to varying calculations, the measures presented may differ from and may not be comparable to similarly titled measures used by other companies.

We define Adjusted EBITDA as Net earnings (loss) before Interest and foreign exchange, Income tax benefit (expense), Depreciation and amortization and excluding the impact associated with items we do not believe are indicative of our core business or which affect comparability. We believe the presentation of Adjusted EBITDA provides useful information as it excludes the impact of financing, foreign exchange, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s core business. We believe this assists in comparing our performance across reporting periods.

Adjusted net earnings (loss) attributable to Greenbrier and Adjusted diluted EPS excludes the impact associated with items we do not believe are indicative of our core business or which affect comparability. We believe this assists in comparing our performance across reporting periods.

More -

EX-99.2

Exhibit 99.2

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com
---	---
For release: April 6, 2021, 6:00 a.m. EDT	Contact:	Jack Isselmann, Media Relations
---	---	---
		Justin Roberts, Investor Relations
		Ph: 503-684-7000

Greenbrier completes formation of GBX Leasing

~ New leasing company to complement existing go-to-market strategy ~

~ Creates stable, tax-advantaged cash flows ~

~ Initial leased railcar portfolio consists of $200 million of assets in 2021 ~

Lake Oswego, Oregon, April 6, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced that it has completed the formation of GBX Leasing, a special purpose subsidiary, to own and manage a portfolio of leased railcars primarily built by Greenbrier.

GBX Leasing will acquire approximately $200 million per annum of newly-built and leased railcars from Greenbrier. The initial portfolio for GBX Leasing has been identified from leased railcars on Greenbrier’s balance sheet or in its backlog. GBX Leasing will observe Greenbrier’s established, strict portfolio standards for long-term investment, including credit quality, asset diversity, balanced maturities and asset liquidity. The initial equity investment is tax-advantaged as a result of the five-year net operating loss carryback provision in the Coronavirus Aid, Relief, and Economic Security (CARES) Act, bonus depreciation and the MACRS depreciation system.

GBX Leasing completed an initial funding of nearly $100 million from a new $300 million non- recourse railcar warehouse credit facility and intends to be levered by approximately 3-to-1 debt to equity. Leased railcars will be aggregated to obtain permanent debt financing through the asset-backed securities market. GBX Leasing will be consolidated in Greenbrier’s financial statements, and Greenbrier initially owns about 90% of GBX Leasing. The Longwood Group, a Chicago-based transportation equipment advisory and asset management firm, will own the balance. Longwood was formed by D. Stephen Menzies in 2018 to pursue a range of commercial investments in freight rail equipment and adjacent transportation markets. Prior to Longwood, Menzies was Senior Vice President, Trinity Industries and Group President of Trinity’s railcar leasing, manufacturing and services businesses. Under Menzies leadership, leased railcar assets under ownership or management grew to exceed $10 billion while he also held responsibility for its highly successful North American manufacturing operations. Menzies is Chairman & CEO of GBX Leasing.

Greenbrier CEO and Chairman William A. Furman stated, “We are extremely pleased to have finalized the formation of GBX Leasing, which marks an evolution of Greenbrier’s leasing platform and our commercial and leasing strategy. GBX Leasing creates a new annuity stream of tax-advantaged cash flows, while reducing Greenbrier’s exposure to the new railcar order and delivery cycle. From a commercial standpoint, it is a strong complement to our integrated business model of railcar manufacturing and services that further enhances our distribution strategies to direct customers, operating

-More-

Greenbrier Forms GBX Leasing (Cont.)	Page 2

lessors, industrial shippers and syndication partners. We expect that the joint venture will help Greenbrier continue to grow its diversified customer portfolio with a focus on industrial shipper customers and small batch production to leverage long-standing customer relationships and capabilities gained through the acquisition of ARI.”

About Greenbrier

-More-

Greenbrier Forms GBX Leasing (Cont.)	Page 3

whether to lease railcars, sell railcars, or syndicate railcars with a lease attached to an investor. (3) Our joint ventures, including our leasing joint venture, may not perform as anticipated or expected. More information on potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K and subsequent report on 10-Q. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

# # #