8-K
GREENBRIER COMPANIES INC (GBX)
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) July 11, 2022
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Oregon | 001-13146 | 93-0816972 |
|---|---|---|
| (State<br> <br>of 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>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 July 11, 2022, The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) issued a press release reporting the Company’s results of operations for the three and nine months ended May 31, 2022. A copy of such release is furnished herewith as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure |
|---|
In the press release issued on July 11, 2022 and attached hereto as Exhibit 99.1, Greenbrier also updated its fiscal 2022 guidance.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press Release dated July 11, 2022 of The Greenbrier Companies, Inc. reporting the Company’s results of operations for the three and nine months ended May 31, 2022. |
| 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 thereunto duly authorized.
| THE GREENBRIER COMPANIES, INC. | ||
|---|---|---|
| Date: July 11, 2022 | By: | /s/ Adrian J. Downes |
| Adrian J. Downes | ||
| Senior Vice President, Chief Financial Officer and<br>Chief Accounting Officer |
EX-99.1
Exhibit 99.1
| For release: July 11, 2022 6:00 a.m. EDT | Contact: | Justin Roberts, Investor Relations Ph: 503-684-7000 |
|---|
Greenbrier Reports Third Quarter Results
New railcar backlog valued at $3.6 billion is highest value in six years
Lease fleet utilization of 98%
Lake Oswego, Oregon, July 11, 2022 – 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 third fiscal quarter ended May 31, 2022.
Third Quarter Highlights
| • | New railcar orders for 5,000 units valued at $670 million and deliveries of 5,200 units resulted in a book-to-bill of nearly 1.0x. Orders primarily originated in North America as Europe navigates the continued impact of the war in Ukraine. |
|---|---|
| • | Diversified new railcar backlog as of May 31, 2022 was 30,900 units with a value of $3.6 billion and<br>provides strong earnings visibility. |
| --- | --- |
| • | Railcar refurbishment backlog of 3,100 units valued over $220 million is not included in new railcar<br>backlog. |
| --- | --- |
| • | Maintained lease fleet utilization of 98%. |
| --- | --- |
| • | Gross margin and gross margin % increased sequentially as improvement in North American Manufacturing and<br>Maintenance Services offset headwinds from Europe and pass-through of input cost escalations. |
| --- | --- |
| • | Net earnings attributable to Greenbrier for the quarter were $3.1 million, or $0.09 per diluted share, on<br>revenue of $794 million. |
| --- | --- |
| • | Quarter end liquidity of $535 million, including $450 million in cash and $85 million of available<br>borrowing capacity. |
| --- | --- |
| • | Board declared a quarterly dividend of $0.27 per share, payable on August 18, 2022 to shareholders of record<br>as of July 28, 2022, representing Greenbrier’s 33^rd^ consecutive quarterly dividend. |
| --- | --- |
“Greenbrier delivered strong operating results in our third quarter. Lease fleet utilization and manufacturing production and delivery levels remain robust in North America. This performance was partially offset by inflation and the impact of the war in Ukraine. Pass-through of input cost escalations protect Greenbrier when raw material prices spike, but dilute margin percentages.” said Lorie Tekorius, Chief Executive Officer & President.
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 2 |
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Tekorius concluded, “In Europe, the war triggered a pause in order activity after securing orders for 2,300 railcars in the first two quarters of our fiscal year. In recent weeks, European buyers are returning to the market and our sales pipeline is active. Lease syndications and Maintenance Services helped to balance our quarterly results, underscoring the value of Greenbrier’s diverse business activities. Uncertainty in the U.S. economy remains an ongoing challenge, but our operations continue to build momentum. When confronted with difficult externalities, Greenbrier has a proven ability to produce value through our integrated platform.”
Business Update & Outlook
Based on current business trends and production schedules for fiscal 2022, Greenbrier expects:
| • | Deliveries of 18,500 – 19,500 units including approximately 1,500 units in Greenbrier-Maxion (Brazil).<br> |
|---|---|
| • | Selling & administrative expense to be $210 - $215 million. |
| --- | --- |
| • | Capital expenditures will be approximately $310 million in Leasing & Management Services,<br>$50 million in Manufacturing and $10 million in Maintenance Services. Net of proceeds of equipment sales of approximately $155 million, capital expenditures in Leasing & Management Services will be $155 million.<br> |
| --- | --- |
Financial Summary
| Q3 FY22 | Q2 FY22 | Sequential Comparison – Main Drivers | |||||
|---|---|---|---|---|---|---|---|
| Revenue | $ | 793.5M | $ | 682.8M | 16% increase reflects higher deliveries and pass-through of input cost escalations in Manufacturing and increased volumes in Maintenance Services | ||
| Gross margin | $ | 76.3M | $ | 54.8M | 39% increase reflects higher deliveries and improved operating efficiencies in Manufacturing and Maintenance Services | ||
| Gross margin % | 9.6 | % | 8.0 | % | Improving operating efficiencies in Manufacturing and Maintenance Services | ||
| Selling and administrative | $ | 57.4M | $ | 54.7M | Increased employee costs, consulting, and travel expense from higher business activity levels | ||
| Net gain on disposition of equipment | $ | 0.7M | $ | 25.1M | Timing of fleet rebalancing and optimization | ||
| EBITDA | $ | 48.6M | $ | 51.7M | Higher gross margin offset by minimal fleet sales in the quarter; See reconciliation on page 9 | ||
| Net (earnings) loss attributable to noncontrolling interest | ($ | 4.5M | ) | $ | 1.6M | Partners’ share of consolidated JV’s operating results | |
| Net earnings attributable to Greenbrier | $ | 3.1M | $ | 12.8M | Primarily lower operating earnings reflecting timing of fleet sales | ||
| Diluted EPS | $ | 0.09 | $ | 0.38 |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 3 |
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Segment Summary
| Q3 FY22 | Q2 FY22 | Sequential Comparison – Main Drivers | |||||
|---|---|---|---|---|---|---|---|
| Manufacturing | |||||||
| Revenue | $ | 650.9M | $ | 555.7M | Increased deliveries and pass-through of input cost escalations | ||
| Gross margin | 6.1 | % | 3.7 | % | Improving operating efficiency partially offset by European headwinds and pass-through of input cost escalations (which increase revenue but are dilutive to GM %) | ||
| Operating margin ^(1)^ | 3.1 | % | 0.3 | % | |||
| Deliveries ^(2)^ | 4,900 | 4,400 | |||||
| Maintenance Services | |||||||
| Revenue | $ | 101.5M | $ | 86.6M | Increased wheel and repair volumes and scrapping activity | ||
| Gross margin | 10.2 | % | 5.7 | % | Improved throughput and scrapping activity | ||
| Operating margin^(1)^ | 8.5 | % | 3.3 | % | |||
| Leasing & Management Services (including GBX Leasing) | |||||||
| Revenue | $ | 41.1M | $ | 40.5M | Continued strong syndication activity and interim rent | ||
| Gross margin | 64.0 | % | 72.1 | % | More normalized gross margin activity | ||
| Operating margin^(1) (3)^ | 46.7 | % | 117.5 | % | Timing of fleet rebalancing and optimization | ||
| Fleet utilization | 97.5 | % | 97.9 | % | |||
| ^(1)^ | See supplemental segment information on page 8 for additional information. | ||||||
| --- | --- | ||||||
| ^(2)^ | Excludes Brazil deliveries which are not consolidated into Manufacturing revenue and margins.<br> | ||||||
| --- | --- | ||||||
| ^(3)^ | Includes Net loss (gain) on disposition of equipment, which is excluded from gross margin.^^ | ||||||
| --- | --- |
Conference Call
Greenbrier will host a teleconference to discuss its third quarter of 2022 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:
| • | July 11, 2022 |
|---|---|
| • | 8:00 a.m. Pacific Daylight Time |
| --- | --- |
| • | Phone:<br>1-888-317-6003 (Toll Free)<br>1-412-317-6061 (International), Entry Number “8138307” |
| --- | --- |
| • | Real-time Audio Access: (“Newsroom” at http://www.gbrx.com) |
| --- | --- |
Please access the site 10-15 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. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier manages 421,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. GBXL and Greenbrier own a lease fleet of 11,800 railcars. Learn more about Greenbrier at www.gbrx.com.
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 4 |
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| THE GREENBRIER COMPANIES, INC. |
CONSOLIDATED BALANCE SHEETS
(In millions, unaudited)
| May 31,<br>2022 | February 28,<br>2022 | November 30,<br>2021 | August 31,<br>2021 | May 31,<br>2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||
| Cash and cash equivalents | $ | 449.7 | $ | 586.8 | $ | 410.8 | $ | 646.8 | $ | 628.2 |
| Restricted cash | 16.1 | 15.7 | 27.1 | 24.6 | 8.7 | |||||
| Accounts receivable, net | 464.8 | 399.0 | 393.3 | 306.4 | 274.8 | |||||
| Income tax receivable | 129.4 | 106.0 | 106.2 | 112.1 | 75.1 | |||||
| Inventories | 781.7 | 728.5 | 631.4 | 573.6 | 553.2 | |||||
| Leased railcars for syndication | 142.9 | 80.0 | 99.1 | 51.6 | 154.0 | |||||
| Equipment on operating leases, net | 676.1 | 650.4 | 751.3 | 609.8 | 446.9 | |||||
| Property, plant and equipment, net | 642.7 | 646.5 | 654.4 | 670.2 | 676.0 | |||||
| Investment in unconsolidated affiliates | 96.2 | 90.2 | 83.1 | 79.9 | 79.4 | |||||
| Intangibles and other assets, net | 177.8 | 179.6 | 183.0 | 183.6 | 180.8 | |||||
| Goodwill | 128.7 | 130.0 | 130.3 | 132.1 | 133.1 | |||||
| $ | 3,706.1 | $ | 3,612.7 | $ | 3,470.0 | $ | 3,390.7 | $ | 3,210.2 | |
| Liabilities and Equity | ||||||||||
| Revolving notes | $ | 303.3 | $ | 292.2 | $ | 516.3 | $ | 372.2 | $ | 325.2 |
| Accounts payable and accrued liabilities | 639.0 | 581.2 | 540.4 | 569.8 | 480.4 | |||||
| Deferred income taxes | 72.9 | 51.9 | 51.3 | 73.3 | 44.9 | |||||
| Deferred revenue | 33.3 | 43.0 | 36.6 | 42.8 | 43.7 | |||||
| Notes payable, net | 1,202.6 | 1,209.2 | 895.7 | 826.5 | 835.0 | |||||
| Contingently redeemable noncontrolling interest | 27.8 | 28.5 | 29.7 | 29.7 | 30.3 | |||||
| Total equity – Greenbrier | 1,270.4 | 1,252.6 | 1,237.3 | 1,307.7 | 1,286.7 | |||||
| Noncontrolling interest | 156.8 | 154.1 | 162.7 | 168.7 | 164.0 | |||||
| Total equity | 1,427.2 | 1,406.7 | 1,400.0 | 1,476.4 | 1,450.7 | |||||
| $ | 3,706.1 | $ | 3,612.7 | $ | 3,470.0 | $ | 3,390.7 | $ | 3,210.2 |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 5 |
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| THE GREENBRIER COMPANIES, INC. |
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)
| Three Months Ended<br>May 31, | Nine Months Ended<br>May 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | ||||||||||||
| Manufacturing | $ | 650.9 | $ | 339.7 | $ | 1,659.1 | $ | 845.7 | ||||
| Maintenance Services | 101.5 | 80.9 | 260.5 | 218.1 | ||||||||
| Leasing & Management Services | 41.1 | 29.6 | 107.4 | 85.0 | ||||||||
| 793.5 | 450.2 | 2,027.0 | 1,148.8 | |||||||||
| Cost of revenue | ||||||||||||
| Manufacturing | 611.3 | 292.4 | 1,567.9 | 775.1 | ||||||||
| Maintenance Services | 91.1 | 73.7 | 244.0 | 203.4 | ||||||||
| Leasing & Management Services | 14.8 | 8.9 | 36.4 | 36.8 | ||||||||
| 717.2 | 375.0 | 1,848.3 | 1,015.3 | |||||||||
| Margin | 76.3 | 75.2 | 178.7 | 133.5 | ||||||||
| Selling and administrative expense | 57.4 | 49.3 | 156.4 | 136.4 | ||||||||
| Net (gain) loss on disposition of equipment | (0.7 | ) | 0.2 | (34.3 | ) | (0.8 | ) | |||||
| Earnings (loss) from operations | 19.6 | 25.7 | 56.6 | (2.1 | ) | |||||||
| Other costs | ||||||||||||
| Interest and foreign exchange **** | 14.9 | 10.2 | 39.3 | 30.9 | ||||||||
| Net loss on extinguishment of debt | — | 4.8 | — | 4.8 | ||||||||
| Earnings (loss) before income taxes and earnings from unconsolidated affiliates | 4.7 | 10.7 | 17.3 | (37.8 | ) | |||||||
| Income tax (expense) benefit | (1.1 | ) | 6.9 | (2.9 | ) | 36.0 | ||||||
| Earnings (loss) before earnings from unconsolidated affiliates | 3.6 | 17.6 | 14.4 | (1.8 | ) | |||||||
| Earnings from unconsolidated affiliates | 4.0 | 2.4 | 10.0 | 1.3 | ||||||||
| Net earnings (loss) | 7.6 | 20.0 | 24.4 | (0.5 | ) | |||||||
| Net (earnings) loss attributable to noncontrolling interest | (4.5 | ) | (0.3 | ) | 2.3 | 1.2 | ||||||
| Net earnings attributable to Greenbrier | $ | 3.1 | $ | 19.7 | $ | 26.7 | $ | 0.7 | ||||
| Basic earnings per common share: | $ | 0.10 | $ | 0.61 | $ | 0.82 | $ | 0.02 | ||||
| Diluted earnings per common share: | $ | 0.09 | $ | 0.59 | $ | 0.79 | $ | 0.02 | ||||
| Weighted average common shares: | ||||||||||||
| Basic | 32,588 | 32,573 | 32,560 | 32,726 | ||||||||
| Diluted | 33,661 | 33,605 | 33,626 | 33,747 | ||||||||
| Dividends declared per common share | $ | 0.27 | $ | 0.27 | $ | 0.81 | $ | 0.81 |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 6 |
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| THE GREENBRIER COMPANIES, INC. |
CONSOLIDATED STATEMENTS OF CASHFLOWS
(In millions, unaudited)
| Nine Months EndedMay 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash flows from operating activities | ||||||
| Net earnings (loss) | $ | 24.4 | $ | (0.5 | ) | |
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: | ||||||
| Deferred income taxes | 16.9 | 20.2 | ||||
| Depreciation and amortization | 75.9 | 75.6 | ||||
| Net gain on disposition of equipment | (34.3 | ) | (0.8 | ) | ||
| Accretion of debt discount | — | 4.6 | ||||
| Stock based compensation expense | 10.9 | 12.5 | ||||
| Net loss on extinguishment of debt | — | 4.8 | ||||
| Noncontrolling interest adjustments | 0.7 | 0.3 | ||||
| Other | 3.4 | 1.8 | ||||
| Decrease (increase) in assets: | ||||||
| Accounts receivable, net | (160.3 | ) | (49.2 | ) | ||
| Income tax receivable | (17.3 | ) | (66.0 | ) | ||
| Inventories | (224.2 | ) | (92.3 | ) | ||
| Leased railcars for syndication | (77.6 | ) | (55.5 | ) | ||
| Intangibles and other | (16.1 | ) | 0.9 | |||
| Increase (decrease) in liabilities: | ||||||
| Accounts payable and accrued liabilities | 77.2 | 18.6 | ||||
| Deferred revenue | (8.0 | ) | 1.2 | |||
| Net cash used in operating activities | (328.4 | ) | (123.8 | ) | ||
| Cash flows from investing activities | ||||||
| Proceeds from sales of assets | 155.1 | 12.2 | ||||
| Capital expenditures | (248.8 | ) | (62.9 | ) | ||
| Investments in and advances to / repayments from unconsolidated affiliates | (4.2 | ) | 0.7 | |||
| Cash distribution from unconsolidated affiliates and other | 1.8 | 0.7 | ||||
| Net cash used in investing activities | (96.1 | ) | (49.3 | ) | ||
| Cash flows from financing activities | ||||||
| Net change in revolving notes with maturities of 90 days or less | (97.3 | ) | 147.6 | |||
| Proceeds from revolving notes with maturities longer than 90 days | 35.0 | 112.0 | ||||
| Repayments of revolving notes with maturities longer than 90 days | — | (286.0 | ) | |||
| Proceeds from issuance of notes payable | 323.3 | 373.8 | ||||
| Repayments of notes payable | (15.0 | ) | (308.5 | ) | ||
| Debt issuance costs | (7.2 | ) | (14.1 | ) | ||
| Repurchase of stock | — | (20.0 | ) | |||
| Dividends | (26.9 | ) | (26.9 | ) | ||
| Investment by joint venture partner | — | 7.0 | ||||
| Cash distribution to joint venture partner | (9.4 | ) | (24.1 | ) | ||
| Tax payments for net share settlement of restricted stock | (3.5 | ) | (2.8 | ) | ||
| Net cash provided by (used in) financing activities | 199.0 | (42.0 | ) | |||
| Effect of exchange rate changes | 19.9 | 9.9 | ||||
| Decrease in cash, cash equivalents and restricted cash | (205.6 | ) | (205.2 | ) | ||
| Cash and cash equivalents and restricted cash | ||||||
| Beginning of period | 671.4 | 842.1 | ||||
| End of period | $ | 465.8 | $ | 636.9 | ||
| Balance Sheet Reconciliation: | ||||||
| Cash and cash equivalents | $ | 449.7 | $ | 628.2 | ||
| Restricted cash | 16.1 | 8.7 | ||||
| Total cash and cash equivalents and restricted cash | $ | 465.8 | $ | 636.9 |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 7 |
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| THE GREENBRIER COMPANIES, INC. |
SUPPLEMENTAL LEASING INFORMATION
(In millions, except owned and managed fleet, unaudited)
GBX Leasing (GBXL) was formed in April 2021 as a joint venture with The Longwood Group to own and manage a portfolio of leased railcars primarily built by Greenbrier. Greenbrier owns approximately 95% of GBXL and consolidates it in Greenbrier’s financial statements in the Leasing & Management Services segment. GBXL provides an additional “go to market” element to Greenbrier’s Commercial strategy of direct sales, partnerships with operating leasing companies, and origination of leases for syndication partners as well as providing a platform for further growth at scale. GBXL delivers strong tax-advantaged cash flows. GBX Leasing has over $400 million in railcar assets with a five-year goal of $1 billion of assets.
Our leasing operations observe Greenbrier’s established portfolio standards including investing in strong credits with a diverse equipment mix and staggered maturity ladders. To mitigate the volatile interest rate environment, Greenbrier Leasing and GBX Leasing have fixed all floating rate debt. Investing in leasing assets reduces Greenbrier’s Manufacturing revenue and margin in the short-term but provides meaningful tax benefits, longer-term earnings and cash flow stability.
Key information for the consolidated Leasing & Management Services segment
| (In Units) | May 31,<br>2022 | February 28,<br>2022 | ||||
|---|---|---|---|---|---|---|
| Owned fleet^(1)^ | 11,800 | 11,000 | ||||
| Managed fleet | 421,000 | 431,000 | ||||
| Owned fleet utilization^(1)^ | 98 | % | 98 | % | ||
| May 31,<br>2022 | February 28,<br>2022 | |||||
| Beginning balance | 11,000 | 12,900 | ||||
| Cars added | 1,700 | 1,000 | ||||
| Cars sold / scrapped | (900 | ) | (2,900 | ) | ||
| Ending balance | 11,800 | 11,000 | ||||
| May 31,<br>2022 | February 28,<br>2022 | |||||
| Equipment on operating lease^(2)^ | $ | 676.1 | $ | 650.4 | ||
| GBX Leasing non-recourse warehouse | $ | — | $ | — | ||
| GBX Leasing ABS non-recourse notes | 321.5 | 323.3 | ||||
| Leasing non-recourse term loan | 194.8 | 196.5 | ||||
| Total Leasing non-recourse debt | $ | 516.3 | $ | 519.8 | ||
| Fleet leverage %^(3)^ | **** | 76 | % | **** | 80 | % |
| (1) | Owned fleet includes Leased railcars for syndication | |||||
| --- | --- | |||||
| (2) | Equipment on operating lease assets not securing Leasing non-recourse<br>term loan support the $600 million U.S. revolver | |||||
| --- | --- | |||||
| (3) | Total Leasing non-recourse debt / Equipment on operating lease<br> | |||||
| --- | --- |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 8 |
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| THE GREENBRIER COMPANIES, INC. |
SUPPLEMENTAL INFORMATION
(In millions, unaudited)
Segment Information
Three months ended May 31, 2022:
| Revenue | Earnings (loss) from operations | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External | Intersegment | Total | External | Intersegment | Total | ||||||||||||
| Manufacturing | $ | 650.9 | $ | 38.3 | $ | 689.2 | $ | 20.5 | $ | 1.8 | $ | 22.3 | |||||
| Maintenance Services | 101.5 | 8.6 | 110.1 | 8.6 | — | 8.6 | |||||||||||
| Leasing & Management Services | 41.1 | 0.6 | 41.7 | 19.2 | 0.1 | 19.3 | |||||||||||
| Eliminations | — | (47.5 | ) | (47.5 | ) | — | (1.9 | ) | (1.9 | ) | |||||||
| Corporate | — | — | — | (28.7 | ) | — | (28.7 | ) | |||||||||
| $ | 793.5 | $ | — | $ | 793.5 | $ | 19.6 | $ | — | $ | 19.6 |
Three months ended February 28, 2022:
| Revenue | Earnings (loss) from operations | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External | Intersegment | Total | External | Intersegment | Total | |||||||||||
| Manufacturing | $ | 555.7 | $ | 1.8 | $ | 557.5 | $ | 1.8 | $ | — | $ | 1.8 | ||||
| Maintenance Services | 86.6 | 6.1 | 92.7 | 2.9 | — | 2.9 | ||||||||||
| Leasing & Management Services | 40.5 | 0.4 | 40.9 | 47.6 | — | 47.6 | ||||||||||
| Eliminations | — | (8.3 | ) | (8.3 | ) | — | — | — | ||||||||
| Corporate | — | — | — | (27.1 | ) | — | (27.1 | ) | ||||||||
| $ | 682.8 | $ | — | $ | 682.8 | $ | 25.2 | $ | — | $ | 25.2 | |||||
| Total assets | ||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||
| May 31,<br>2022 | February 28,<br>2022 | |||||||||||||||
| Manufacturing | $ | 1,814.1 | $ | 1,698.5 | ||||||||||||
| Maintenance Services | 266.8 | 272.0 | ||||||||||||||
| Leasing & Management Services | 1,158.3 | 1,038.8 | ||||||||||||||
| Unallocated, including cash | 466.9 | 603.4 | ||||||||||||||
| $ | 3,706.1 | $ | 3,612.7 |
SUPPLEMENTAL BACKLOG AND DELIVERY INFORMATION
(Unaudited)
| Three Months<br>Ended<br>May 31, 2022 | |||
|---|---|---|---|
| Backlog Activity (units) ^(1)^ | |||
| Beginning backlog | 32,100 | ||
| Orders received | 5,000 | ||
| Production held on the Balance Sheet | (1,800 | ) | |
| Production sold directly to third parties | (4,400 | ) | |
| Ending backlog | 30,900 | ||
| Delivery Information (units) ^(1)^ | |||
| Production sold directly to third parties | 4,400 | ||
| Sales of Leased railcars for syndication | 800 | ||
| Total deliveries | 5,200 | ||
| (1) | Includes Greenbrier-Maxion, our Brazilian railcar manufacturer, which is accounted for under the equity method<br> | ||
| --- | --- |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 9 |
|---|---|
| THE GREENBRIER COMPANIES, INC. |
SUPPLEMENTAL INFORMATION
(In millions, unaudited)
Reconciliation of Netearnings to EBITDA
| Three Months Ended | ||||
|---|---|---|---|---|
| May 31,<br>2022 | February 28,<br>2022 | |||
| Net earnings | $ | 7.6 | $ | 11.2 |
| Interest and foreign exchange | 14.9 | 11.8 | ||
| Income tax expense | 1.1 | 3.2 | ||
| Depreciation and amortization | 25.0 | 25.5 | ||
| EBITDA | $ | 48.6 | $ | 51.7 |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 10 |
|---|---|
| THE GREENBRIER COMPANIES, INC. |
SUPPLEMENTAL INFORMATION
(In millions, except per share amounts, unaudited)
Operating Results by Quarter for 2022 are as follows:
| First | Second | Third | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||||||
| Manufacturing | $ | 452.5 | $ | 555.7 | $ | 650.9 | $ | 1,659.1 | ||||
| Maintenance Services | 72.4 | 86.6 | 101.5 | 260.5 | ||||||||
| Leasing & Management Services | 25.8 | 40.5 | 41.1 | 107.4 | ||||||||
| 550.7 | 682.8 | 793.5 | 2,027.0 | |||||||||
| Cost of revenue | ||||||||||||
| Manufacturing | 421.6 | 535.0 | 611.3 | 1,567.9 | ||||||||
| Maintenance Services | 71.2 | 81.7 | 91.1 | 244.0 | ||||||||
| Leasing & Management Services | 10.3 | 11.3 | 14.8 | 36.4 | ||||||||
| 503.1 | 628.0 | 717.2 | 1,848.3 | |||||||||
| Margin | 47.6 | 54.8 | 76.3 | 178.7 | ||||||||
| Selling and administrative expense | 44.3 | 54.7 | 57.4 | 156.4 | ||||||||
| Net gain on disposition of equipment | (8.5 | ) | (25.1 | ) | (0.7 | ) | (34.3 | ) | ||||
| Earnings from operations | 11.8 | 25.2 | 19.6 | 56.6 | ||||||||
| Other costs | ||||||||||||
| Interest and foreign exchange | 12.6 | 11.8 | 14.9 | 39.3 | ||||||||
| Earnings (loss) before income tax and earnings from unconsolidated affiliates | (0.8 | ) | 13.4 | 4.7 | 17.3 | |||||||
| Income tax (expense) benefit | 1.4 | (3.2 | ) | (1.1 | ) | (2.9 | ) | |||||
| Earnings before earnings from unconsolidated affiliates | 0.6 | 10.2 | 3.6 | 14.4 | ||||||||
| Earnings from unconsolidated affiliates | 5.0 | 1.0 | 4.0 | 10.0 | ||||||||
| Net earnings | 5.6 | 11.2 | 7.6 | 24.4 | ||||||||
| Net (earnings) loss attributable to noncontrolling interest | 5.2 | 1.6 | (4.5 | ) | 2.3 | |||||||
| Net earnings attributable to Greenbrier | $ | 10.8 | $ | 12.8 | $ | 3.1 | $ | 26.7 | ||||
| Basic earnings per common share^(1)^ | $ | 0.33 | $ | 0.39 | $ | 0.10 | $ | 0.82 | ||||
| Diluted earnings per common share^(1)^ | $ | 0.32 | $ | 0.38 | $ | 0.09 | $ | 0.79 | ||||
| Dividends declared per common share | $ | 0.27 | $ | 0.27 | $ | 0.27 | $ | 0.81 | ||||
| ^(1)^ | Quarterly amounts may not total to the<br>year-to-date amount as each period is calculated discretely. | |||||||||||
| --- | --- |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 11 |
|---|---|
| THE GREENBRIER COMPANIES, INC. |
SUPPLEMENTAL INFORMATION
(In millions, except per share amounts, unaudited)
Operating Results by Quarter for 2021 are as follows:
| First | Second | Third | Fourth | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | |||||||||||||||
| Manufacturing | $ | 304.5 | $ | 201.5 | $ | 339.7 | $ | 465.4 | $ | 1,311.1 | |||||
| Maintenance Services | 65.6 | 71.6 | 80.9 | 80.2 | 298.3 | ||||||||||
| Leasing & Management Services | 32.9 | 22.5 | 29.6 | 53.5 | 138.5 | ||||||||||
| 403.0 | 295.6 | 450.2 | 599.1 | 1,747.9 | |||||||||||
| Cost of revenue | |||||||||||||||
| Manufacturing | 280.9 | 201.8 | 292.4 | 414.1 | 1,189.2 | ||||||||||
| Maintenance Services | 63.0 | 66.7 | 73.7 | 77.0 | 280.4 | ||||||||||
| Leasing & Management Services | 18.4 | 9.5 | 8.9 | 9.9 | 46.7 | ||||||||||
| 362.3 | 278.0 | 375.0 | 501.0 | 1,516.3 | |||||||||||
| Margin | 40.7 | 17.6 | 75.2 | 98.1 | 231.6 | ||||||||||
| Selling and administrative expense | 43.7 | 43.4 | 49.3 | 55.4 | 191.8 | ||||||||||
| Net (gain) loss on disposition of equipment | (0.9 | ) | (0.1 | ) | 0.2 | (0.4 | ) | (1.2 | ) | ||||||
| Earnings (loss) from operations | (2.1 | ) | (25.7 | ) | 25.7 | 43.1 | 41.0 | ||||||||
| Other costs | |||||||||||||||
| Interest and foreign exchange | 11.1 | 9.6 | 10.2 | 12.4 | 43.3 | ||||||||||
| Net loss on extinguishment of debt | — | — | 4.8 | 1.5 | 6.3 | ||||||||||
| Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates | (13.2 | ) | (35.3 | ) | 10.7 | 29.2 | (8.6 | ) | |||||||
| Income tax benefit | 7.3 | 21.8 | 6.9 | 4.2 | 40.2 | ||||||||||
| Earnings (loss) before earnings (loss) from unconsolidated affiliates | (5.9 | ) | (13.5 | ) | 17.6 | 33.4 | 31.6 | ||||||||
| Earnings (loss) from unconsolidated affiliates | (0.8 | ) | (0.4 | ) | 2.4 | 2.3 | 3.5 | ||||||||
| Net earnings (loss) | (6.7 | ) | (13.9 | ) | 20.0 | 35.7 | 35.1 | ||||||||
| Net (earnings) loss attributable to noncontrolling interest | (3.3 | ) | 4.8 | (0.3 | ) | (3.9 | ) | (2.7 | ) | ||||||
| Net earnings (loss) attributable to Greenbrier | $ | (10.0 | ) | $ | (9.1 | ) | $ | 19.7 | $ | 31.8 | $ | 32.4 | |||
| Basic earnings (loss) per common share^(1)^ | $ | (0.30 | ) | $ | (0.28 | ) | $ | 0.61 | $ | 0.98 | $ | 0.99 | |||
| Diluted earnings (loss) per common share^(1)^ | $ | (0.30 | ) | $ | (0.28 | ) | $ | 0.59 | $ | 0.95 | $ | 0.96 | |||
| Dividends declared per common share | $ | 0.27 | $ | 0.27 | $ | 0.27 | $ | 0.27 | $ | 1.08 | |||||
| ^(1)^ | Quarterly amounts may not total to the<br>year-to-date amount as each period is calculated discretely. | ||||||||||||||
| --- | --- |
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| Greenbrier Reports Third Quarter Results (Cont.) | Page 12 |
|---|
“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 “believe”, “continue,” “enhance,” “evolve,” “expect,” “goal,” “likely,” “momentum,” “opportunities,” “outlook,” “provides,” “position,” “will,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about backlog and other orders, leasing performance, financing, future liquidity, cash flow, tax treatment, and other information regarding future performance and strategies and appear throughout this press release including in the headlines and the sections titled “Third Quarter Highlights,” a “Business Update & Outlook,” and “Supplemental Leasing Information.” 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: the COVID-19 pandemic, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, operations and supply disruptions and labor shortages) inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks); and armed conflict in Ukraine and related events. Our backlog of railcar units and marine vessels and other orders not included in backlog are not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation which may not occur. 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 reports 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 MetricDefinitions
EBITDA is not a financial measure under generally accepted accounting principles (GAAP). This metric is a performance measurement tool used by rail supply companies and Greenbrier. You should not consider this metric in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because this metric is not a measure of financial performance under GAAP and is susceptible to varying calculations, the measure presented may differ from and may not be comparable to similarly titled measures used by other companies.
We define EBITDA as Net earnings (loss) before Interest and foreign exchange, Income tax (expense) benefit, Depreciation and amortization. We believe the presentation of 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.