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) January 5, 2024
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Oregon | 001-13146 | 93-0816972 |
|---|---|---|
| (State of<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>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 January 5, 2024, The Greenbrier Companies, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the first fiscal quarter ended November 30, 2023. A copy of the release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press Release dated January 5, 2024 of The Greenbrier Companies, Inc. reporting the Company’s financial results for the first fiscal quarter ended November 30, 2023. |
| 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: January 5, 2024 | By: | /s/ Adrian J. Downes |
| Adrian J. Downes | ||
| Senior Vice President, Chief Financial 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: January 5, 2024 8:30 a.m. EST | Contact: | Justin Roberts, Investor Relations |
| --- | --- | --- |
| Jack Isselmann, Media Relations | ||
| Ph: 503-684-7000 |
Greenbrier Reports First Quarter Results
GAAP EPS of $0.96
Consolidated gross margin of 15%
Orders for 5,100 units and $3.8 billion backlog provides forward visibility
Lake Oswego, Oregon, January 5, 2024 – 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 first fiscal quarter ended November 30, 2023.
First Quarter Highlights
| • | Grew lease fleet by 700 units to 14,100 units and maintained fleet utilization of 98%. |
|---|---|
| • | Received new railcar orders for 5,100 units valued at nearly $710 million and delivered 5,700 units,<br>resulting in new railcar backlog of 29,700 units with an estimated value of $3.8 billion. |
| --- | --- |
| • | Net earnings attributable to Greenbrier for the quarter were $31 million, or $0.96 per diluted share, on<br>revenue of $809 million. |
| --- | --- |
| • | Adjusted EBITDA for the quarter was $93 million, or 11.5% of revenue. |
| --- | --- |
| • | Board declared a quarterly dividend of $0.30 per share, payable on February 15, 2024 to shareholders of<br>record as of January 25, 2024 representing Greenbrier’s 39th consecutive quarterly dividend. |
| --- | --- |
| • | As previously announced, Greenbrier issued $179 million of asset-backed securities with 6.5% blended<br>interest rate to support our leasing business. The offering received the first “AA” debt rating of an asset backed security offering within the freight rail asset class. |
| --- | --- |
“Strong performance in the first quarter across all of our operating segments demonstrates continued progress toward achieving the targets established in our multi-year strategy. Aggregate gross margin of 15% in the quarter is a key indicator of success,” said Lorie L. Tekorius, CEO and President. “Importantly, our new railcar backlog remains robust and is supported by quality products and customer loyalty, making Greenbrier a market leader. Our backlog, combined with programmatic railcar rebuilding activity not included in backlog, provides clear revenue visibility into 2025. In Leasing, the disciplined construction of our leased railcar fleet and increasing lease rates make doubling our high-margin recurring revenue an achievable goal in the years ahead. The pace of progress on our strategic goals is encouraging as we work to enhance Greenbrier’s financial performance during periods of strong market demand and stabilize performance at higher levels when demand is less favorable.”
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| Greenbrier Reports First Quarter Results (Cont.) | Page2 |
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Business Update & Outlook
Based on current trends and production schedules, Greenbrier expects the following performance in fiscal 2024:
| • | Deliveries of 22,500 – 25,000 units including approximately 1,000 units in Brazil |
|---|---|
| • | Revenue of $3.4 – $3.7 billion |
| --- | --- |
| • | Capital expenditures of approximately $165 million in Manufacturing and $15 million in Maintenance<br>Services |
| --- | --- |
| • | Gross leasing investment of approximately $350 million in Leasing & Management Services which<br>includes 2024 capital expenditures and transfers of railcars into the lease fleet that were produced and held on the balance sheet in 2023 |
| --- | --- |
| • | Proceeds from equipment sales are expected to be approximately $85 million |
| --- | --- |
Financial Summary
| Q1 FY24 | Q4 FY23 | |
|---|---|---|
| Revenue | $808.8M | 1,017.4M |
| Gross margin | $121.3M | 126.7M |
| Gross margin % | 15.0% | 12.5% |
| Selling and administrative | $56.3M | 59.6M |
| Adjusted EBITDA^(1)^ | $93.2M | 96.8M |
| Adjusted net earnings attributable to Greenbrier | $31.2M | 29.7M(2) |
| Adjusted diluted EPS | $0.96 | 0.92(2) |
All values are in US Dollars.
| (1) | See reconciliation at conclusion of Supplemental Information. |
|---|---|
| (2) | Excludes exit related costs of $4.9 million ($0.15 per share), net of tax, in Q4 FY23. Reconciliations for<br>Adjusted metrics can be found in Supplemental Information. |
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| Greenbrier Reports First Quarter Results (Cont.) | Page3 |
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Segment Summary
| Q1 FY24 | Sequential Comparison – Main Drivers | |||
|---|---|---|---|---|
| Manufacturing | ||||
| Revenue | 675.9M | $872.4M | Fewer deliveries | |
| Gross margin % | 11.1% | 9.3% | Improved profitability from increased operating efficiencies | |
| Earnings from operations | 54.3M | $53.6M^(1)^ | Increased operating efficiencies on lower revenue | |
| Operating margin % ^(2)^ | 8.0% | 6.1% | ||
| Deliveries ^(3)^ | 5,200 | 6,800 | Leveling production to match expected demand | |
| Maintenance Services | ||||
| Revenue | 83.8M | $100.0M | Lower wheelset and repair volume | |
| Gross margin % | 14.6% | 15.0% | Continued benefits from operating efficiencies | |
| Earnings from operations | 10.6M | $13.6M | Lower volumes reduced revenue and earnings | |
| Operating margin %^(2)^ | 12.6% | 13.6% | ||
| Leasing & Management Services | ||||
| Revenue | 49.1M | $45.0M | Increased syndication activity and higher leasing income | |
| Gross margin % | 69.5% | 67.8% | ||
| Earnings from operations | 26.3M | $21.1M | Expanded syndication activity including activity with new customers | |
| Operating margin %^(2)^ | 53.6% | 47.0% | ||
| Owned fleet (units) | 14,100 | 13,400 | Disciplined portfolio construction with successful ABS transaction, providing leverage through non-recourse debt | |
| Fleet utilization | 98.2% | 98.3% |
All values are in US Dollars.
| (1) | Q4 FY23 includes pre-tax exit related costs of $6.6 million.<br> |
|---|---|
| (2) | See supplemental segment information in Supplemental Information. |
| --- | --- |
| (3) | Excludes Brazil deliveries which are not consolidated into Manufacturing revenue and margins.<br> |
| --- | --- |
Conference Call
Greenbrier will host a teleconference to discuss its first quarter 2024 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:
| • | January 5, 2024 |
|---|---|
| • | 8:00 a.m. Pacific Standard Time |
| --- | --- |
| • | Phone:<br>1-888-317-6003 (Toll Free),<br>1-412-317-6061 (International), Entry Number “9223601” |
| --- | --- |
| • | Real-time Audio Access: (“Newsroom” at http://www.gbrx.com) |
| --- | --- |
| • | Please access the site 10-15 minutes prior to the start time.<br> |
| --- | --- |
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 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 maintenance services business unit. Greenbrier owns a lease fleet of approximately 14,100 railcars that originate primarily from Greenbrier’s manufacturing operations. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America. Learn more about Greenbrier at www.gbrx.com.
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| Greenbrier Reports First Quarter Results (Cont.) | Page4 |
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THE GREENBRIER COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, unaudited)
| November 30,2023 | August 31,<br>2023 | May 31,<br>2023 | February 28,<br>2023 | November 30,2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||
| Cash and cash equivalents | $ | 307.3 | $ | 281.7 | $ | 321.4 | $ | 379.9 | $ | 263.3 |
| Restricted cash | 14.0 | 21.0 | 20.1 | 19.7 | 17.2 | |||||
| Accounts receivable, net | 458.7 | 529.9 | 533.6 | 571.5 | 495.6 | |||||
| Income tax receivable | 10.5 | 42.2 | 29.8 | 22.4 | 28.9 | |||||
| Inventories | 883.6 | 823.6 | 888.0 | 910.6 | 874.9 | |||||
| Leased railcars for syndication | 159.8 | 187.4 | 119.4 | 102.5 | 272.5 | |||||
| Equipment on operating leases, net | 1,095.8 | 1,000.0 | 941.0 | 891.8 | 836.2 | |||||
| Property, plant and equipment, net | 618.1 | 619.2 | 600.4 | 618.4 | 617.6 | |||||
| Investment in unconsolidated affiliates | 89.4 | 88.7 | 86.4 | 83.4 | 94.2 | |||||
| Intangibles and other assets, net | 248.9 | 255.8 | 253.3 | 224.0 | 189.0 | |||||
| Goodwill | 128.6 | 128.9 | 128.3 | 128.3 | 127.7 | |||||
| $ | 4,014.7 | $ | 3,978.4 | $ | 3,921.7 | $ | 3,952.5 | $ | 3,817.1 | |
| Liabilities and Equity | ||||||||||
| Revolving notes | $ | 279.4 | $ | 297.1 | $ | 280.0 | $ | 310.3 | $ | 290.5 |
| Accounts payable and accrued liabilities | 640.9 | 743.5 | 741.6 | 722.6 | 676.5 | |||||
| Deferred income taxes | 85.2 | 114.1 | 88.3 | 70.2 | 49.8 | |||||
| Deferred revenue | 42.2 | 46.2 | 56.6 | 73.0 | 53.2 | |||||
| Notes payable, net | 1,479.4 | 1,311.7 | 1,320.3 | 1,327.0 | 1,301.5 | |||||
| Contingently redeemable noncontrolling interest | 56.5 | 55.6 | 54.1 | 27.5 | 27.7 | |||||
| Total equity – Greenbrier | 1,274.0 | 1,254.6 | 1,232.7 | 1,277.3 | 1,265.8 | |||||
| Noncontrolling interest | 157.1 | 155.6 | 148.1 | 144.6 | 152.1 | |||||
| Total equity | 1,431.1 | 1,410.2 | 1,380.8 | 1,421.9 | 1,417.9 | |||||
| $ | 4,014.7 | $ | 3,978.4 | $ | 3,921.7 | $ | 3,952.5 | $ | 3,817.1 |
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| Greenbrier Reports First Quarter Results (Cont.) | Page5 |
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THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)
| Three Months Ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenue | ||||||
| Manufacturing | $ | 675.9 | $ | 646.5 | ||
| Maintenance Services | 83.8 | 85.5 | ||||
| Leasing & Management Services | 49.1 | 34.5 | ||||
| 808.8 | 766.5 | |||||
| Cost of revenue | ||||||
| Manufacturing | 600.9 | 604.5 | ||||
| Maintenance Services | 71.6 | 79.6 | ||||
| Leasing & Management Services | 15.0 | 12.9 | ||||
| 687.5 | 697.0 | |||||
| Margin | 121.3 | 69.5 | ||||
| Selling and administrative expense | 56.3 | 53.4 | ||||
| Net loss (gain) on disposition of equipment | 0.1 | (3.3 | ) | |||
| Impairment of long-lived assets | — | 24.2 | ||||
| Earnings (loss) from operations | 64.9 | (4.8 | ) | |||
| Other costs | ||||||
| Interest and foreign exchange | 23.2 | 19.6 | ||||
| Earnings (loss) before income tax and earnings from unconsolidated affiliates | 41.7 | (24.4 | ) | |||
| Income tax (expense) benefit | (10.0 | ) | 3.8 | |||
| Earnings (loss) before earnings from unconsolidated affiliates | 31.7 | (20.6 | ) | |||
| Earnings from unconsolidated affiliates | 1.5 | 3.3 | ||||
| Net earnings (loss) | 33.2 | (17.3 | ) | |||
| Net (earnings) loss attributable to noncontrolling interest | (2.0 | ) | 0.6 | |||
| Net earnings (loss) attributable to Greenbrier | $ | 31.2 | $ | (16.7 | ) | |
| Basic earnings (loss) per common share: | $ | 1.00 | $ | (0.51 | ) | |
| Diluted earnings (loss) per common share: | $ | 0.96 | $ | (0.51 | ) | |
| Weighted average common shares: | ||||||
| Basic | 31,025 | 32,719 | ||||
| Diluted | 32,782 | 32,719 | ||||
| Dividends per common share | $ | 0.30 | $ | 0.27 |
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| Greenbrier Reports First Quarter Results (Cont.) | Page6 |
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THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)
| Three Months Ended<br>November 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows from operating activities | ||||||
| Net earnings (loss) | $ | 33.2 | $ | (17.3 | ) | |
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: | ||||||
| Deferred income taxes | (29.3 | ) | (19.0 | ) | ||
| Depreciation and amortization | 26.8 | 26.0 | ||||
| Net loss (gain) on disposition of equipment | 0.1 | (3.3 | ) | |||
| Stock based compensation expense | 3.4 | 3.2 | ||||
| Impairment of long-lived assets | — | 24.2 | ||||
| Noncontrolling interest adjustments | 0.4 | 5.5 | ||||
| Other | 0.9 | 0.9 | ||||
| Decrease (increase) in assets: | ||||||
| Accounts receivable, net | 72.6 | 8.1 | ||||
| Income tax receivable | 31.7 | 10.9 | ||||
| Inventories | (61.6 | ) | (56.3 | ) | ||
| Leased railcars for syndication | (20.0 | ) | (195.3 | ) | ||
| Other assets | 4.9 | (7.0 | ) | |||
| Increase (decrease) in liabilities: | ||||||
| Accounts payable and accrued liabilities | (103.2 | ) | (53.7 | ) | ||
| Deferred revenue | (4.6 | ) | 17.6 | |||
| Net cash used in operating activities | (44.7 | ) | (255.5 | ) | ||
| Cash flows from investing activities | ||||||
| Proceeds from sales of assets | 0.4 | 13.8 | ||||
| Capital expenditures | (68.3 | ) | (57.0 | ) | ||
| Investments in and advances to unconsolidated affiliates | — | 0.9 | ||||
| Cash distribution from unconsolidated affiliates and other | 0.6 | (0.7 | ) | |||
| Net cash used in investing activities | (67.3 | ) | (43.0 | ) | ||
| Cash flows from financing activities | ||||||
| Net change in revolving notes with maturities of 90 days or less | 31.0 | (83.4 | ) | |||
| Proceeds from revolving notes with maturities longer than 90 days | 90.1 | 110.0 | ||||
| Repayments of revolving notes with maturities longer than 90 days | (139.9 | ) | (35.0 | ) | ||
| Proceeds from issuance of notes payable | 178.6 | 41.0 | ||||
| Repayments of notes payable | (9.7 | ) | (9.2 | ) | ||
| Debt issuance costs | (2.5 | ) | — | |||
| Repurchase of stock | (1.3 | ) | — | |||
| Dividends | (10.3 | ) | (9.3 | ) | ||
| Cash distribution to joint venture partner | — | (2.5 | ) | |||
| Tax payments for net share settlement of restricted stock | (5.2 | ) | (2.3 | ) | ||
| Net cash provided by financing activities | 130.8 | 9.3 | ||||
| Effect of exchange rate changes | (0.2 | ) | 10.6 | |||
| Increase (decrease) in cash, cash equivalents and restricted cash | 18.6 | (278.6 | ) | |||
| Cash and cash equivalents and restricted cash | ||||||
| Beginning of period | 302.7 | 559.1 | ||||
| End of period | $ | 321.3 | $ | 280.5 | ||
| Balance Sheet Reconciliation: | ||||||
| Cash and cash equivalents | $ | 307.3 | $ | 263.3 | ||
| Restricted cash | 14.0 | 17.2 | ||||
| Total cash and cash equivalents and restricted cash | $ | 321.3 | $ | 280.5 |
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| Greenbrier Reports First Quarter Results (Cont.) | Page7 |
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THE GREENBRIER COMPANIES, INC.
SUPPLEMENTAL LEASING INFORMATION
(In millions, except owned and managed fleet, unaudited)
Greenbrier’s leasing strategy 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. Investing in leasing assets also provides a recurring stream of high margin revenue and tax-advantaged cash flows, however in the short-term it reduces Greenbrier’s Manufacturing revenue and margin as a result of deferring revenue recognition.
During the April 2023 Investor Day, Greenbrier provided a long-term target of more than double recurring revenue from leasing and management fees by investing up to $300 million net annually for the next five years.
Key information for the consolidated Leasing & ManagementServices segment:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| Greenbrier Lease Fleet (Units)**^(1)^ | November 30,<br>2023 | August 31,<br>2023 | ||||
| Beginning balance | 13,400 | 12,500 | ||||
| Railcars added | 1,800 | 1,800 | ||||
| Railcars sold / scrapped | (1,100 | ) | (900 | ) | ||
| Ending balance | 14,100 | 13,400 | ||||
| November 30,<br>2023 | August 31,<br>2023 | |||||
| Equipment on operating lease^(2)^ | $ | 1,095.8 | $ | 1,000.0 | ||
| Non-recourse warehouse | $ | 65.1 | $ | 139.9 | ||
| ABS non-recourse notes | 483.3 | 307.5 | ||||
| Non-recourse term loan | 329.7 | 332.7 | ||||
| Total Leasing non-recourse debt | $ | 878.1 | $ | 780.1 | ||
| Fleet leverage %^(3)(4)^ | **** | 80 | % | **** | 78 | % |
| (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> | |||||
| --- | --- | |||||
| (4) | Fleet assets are leveraged at Fair Market Value based on independent appraisals while they are shown at net<br>book value on Greenbrier’s Consolidated Balance Sheet | |||||
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| Greenbrier Reports First Quarter Results (Cont.) | Page8 |
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THE GREENBRIER COMPANIES, INC.
SUPPLEMENTAL INFORMATION
(In millions, except per share amounts, unaudited)
Operating Results by Quarter for Fiscal 2023 are as follows:
| First | Second | Third | Fourth | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | |||||||||||||||
| Manufacturing | $ | 646.5 | $ | 968.6 | $ | 870.2 | $ | 872.4 | $ | 3,357.7 | |||||
| Maintenance Services | 85.5 | 98.0 | 122.9 | 100.0 | 406.4 | ||||||||||
| Leasing & Management Services | 34.5 | 55.4 | 45.0 | 45.0 | 179.9 | ||||||||||
| 766.5 | 1,122.0 | 1,038.1 | 1,017.4 | 3,944.0 | |||||||||||
| Cost of revenue | |||||||||||||||
| Manufacturing | 604.5 | 901.2 | 786.5 | 791.2 | 3,083.4 | ||||||||||
| Maintenance Services | 79.6 | 89.6 | 109.8 | 85.0 | 364.0 | ||||||||||
| Leasing & Management Services | 12.9 | 14.4 | 13.7 | 14.5 | 55.5 | ||||||||||
| 697.0 | 1,005.2 | 910.0 | 890.7 | 3,502.9 | |||||||||||
| Margin | 69.5 | 116.8 | 128.1 | 126.7 | 441.1 | ||||||||||
| Selling and administrative expense | 53.4 | 59.0 | 63.3 | 59.6 | 235.3 | ||||||||||
| Net gain on disposition of equipment | (3.3 | ) | (9.6 | ) | (2.3 | ) | (2.1 | ) | (17.3 | ) | |||||
| Asset impairment, disposal, and exit costs, net | 24.2 | — | 16.4 | 6.1 | 46.7 | ||||||||||
| Earnings (loss) from operations | (4.8 | ) | 67.4 | 50.7 | 63.1 | 176.4 | |||||||||
| Other costs | |||||||||||||||
| Interest and foreign exchange | 19.6 | 21.6 | 22.8 | 21.4 | 85.4 | ||||||||||
| Earnings (loss) before income tax and earnings from unconsolidated affiliates | (24.4 | ) | 45.8 | 27.9 | 41.7 | 91.0 | |||||||||
| Income tax (expense) benefit | 3.8 | (11.9 | ) | (3.6 | ) | (12.9 | ) | (24.6 | ) | ||||||
| Earnings (loss) before earnings from unconsolidated affiliates | (20.6 | ) | 33.9 | 24.3 | 28.8 | 66.4 | |||||||||
| Earnings from unconsolidated affiliates | 3.3 | 2.9 | 2.4 | 0.6 | 9.2 | ||||||||||
| Net earnings (loss) | (17.3 | ) | 36.8 | 26.7 | 29.4 | 75.6 | |||||||||
| Net (earnings) loss attributable to noncontrolling interest | 0.6 | (3.7 | ) | (5.4 | ) | (4.6 | ) | (13.1 | ) | ||||||
| Net earnings (loss) attributable to Greenbrier | $ | (16.7 | ) | $ | 33.1 | $ | 21.3 | $ | 24.8 | $ | 62.5 | ||||
| Basic earnings (loss) per common share^(1)^ | $ | (0.51 | ) | $ | 1.01 | $ | 0.67 | $ | 0.80 | $ | 1.95 | ||||
| Diluted earnings (loss) per common share^(1)^ | $ | (0.51 | ) | $ | 0.97 | $ | 0.64 | $ | 0.77 | $ | 1.89 | ||||
| Dividends per common share | $ | 0.27 | $ | 0.27 | $ | 0.27 | $ | 0.30 | $ | 1.11 | |||||
| ^(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 First Quarter Results (Cont.) | Page9 |
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THE GREENBRIER COMPANIES, INC.
SUPPLEMENTAL INFORMATION
(In millions, unaudited)
Segment Information
Three months ended November 30, 2023:
| Revenue | Earnings (loss) from operations | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External | Intersegment | Total | External | Intersegment | Total | ||||||||||||
| Manufacturing | $ | 675.9 | $ | 58.5 | $ | 734.4 | $ | 54.3 | $ | 4.7 | $ | 59.0 | |||||
| Maintenance Services | 83.8 | 9.2 | 93.0 | 10.6 | — | 10.6 | |||||||||||
| Leasing & Management Services | 49.1 | 0.2 | 49.3 | 26.3 | — | 26.3 | |||||||||||
| Eliminations | — | (67.9 | ) | (67.9 | ) | — | (4.7 | ) | (4.7 | ) | |||||||
| Corporate | — | — | — | (26.3 | ) | — | (26.3 | ) | |||||||||
| $ | 808.8 | $ | — | $ | 808.8 | $ | 64.9 | $ | — | $ | 64.9 |
Three months ended August 31, 2023:
| Revenue | Earnings (loss) from operations | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External | Intersegment | Total | External | Intersegment | Total | ||||||||||||
| Manufacturing | $ | 872.4 | $ | 78.1 | $ | 950.5 | $ | 53.6 | $ | 8.0 | $ | 61.6 | |||||
| Maintenance Services | 100.0 | 10.3 | 110.3 | 13.6 | — | 13.6 | |||||||||||
| Leasing & Management Services | 45.0 | 0.3 | 45.3 | 21.1 | 0.2 | 21.3 | |||||||||||
| Eliminations | — | (88.7 | ) | (88.7 | ) | — | (8.2 | ) | (8.2 | ) | |||||||
| Corporate | — | — | — | (25.2 | ) | — | (25.2 | ) | |||||||||
| $ | 1,017.4 | $ | — | $ | 1,017.4 | $ | 63.1 | $ | — | $ | 63.1 | ||||||
| Total assets | |||||||||||||||||
| --- | --- | --- | --- | --- | |||||||||||||
| November 30,<br>2023 | August 31,<br>2023 | ||||||||||||||||
| Manufacturing | $ | 1,799.3 | $ | 1,847.0 | |||||||||||||
| Maintenance Services | 311.3 | 294.4 | |||||||||||||||
| Leasing & Management Services | 1,537.6 | 1,458.1 | |||||||||||||||
| Unallocated, including cash | 366.5 | 378.9 | |||||||||||||||
| $ | 4,014.7 | $ | 3,978.4 |
BACKLOG AND DELIVERY INFORMATION
(Unaudited)
| Three Months<br>Ended<br>November 30,<br>2023 | |||
|---|---|---|---|
| Backlog Activity (units) ^(1)^ | |||
| Beginning backlog | 30,900 | ||
| Orders received | 5,100 | ||
| Production held on the Balance Sheet | (1,700 | ) | |
| Production sold to third parties | (4,600 | ) | |
| Ending backlog | 29,700 | ||
| Delivery Information (units) ^(1)^ | |||
| Direct sales | 4,400 | ||
| Sale of Leased railcars for syndication | 1,300 | ||
| Total deliveries | 5,700 | ||
| ^(1)^ | Includes Greenbrier-Maxion, our Brazilian railcar manufacturer, which is accounted for under the equity method<br> | ||
| --- | --- |
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| Greenbrier Reports First Quarter Results (Cont.) | Page10 |
|---|
THE GREENBRIER COMPANIES, INC.
SUPPLEMENTAL INFORMATION
(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)
Reconciliation of Net earnings to Adjusted EBITDA
| Three Months Ended | ||||
|---|---|---|---|---|
| November 30,<br>2023 | August 31,<br>2023 | |||
| Net earnings | $ | 33.2 | $ | 29.4 |
| Interest and foreign exchange | 23.2 | 21.4 | ||
| Income tax expense | 10.0 | 12.9 | ||
| Depreciation and amortization | 26.8 | 26.5 | ||
| Asset disposal and exit related costs, net | — | 6.6 | ||
| Adjusted EBITDA | $ | 93.2 | $ | 96.8 |
Reconciliation of Net earnings attributable to Greenbrier to Adjusted net earnings attributable to Greenbrier
| Three Months Ended | |||||
|---|---|---|---|---|---|
| November 30,<br>2023 | August 31,<br>2023 | ||||
| Net earnings attributable to Greenbrier | $ | 31.2 | $ | 24.8 | |
| Asset disposal and exit related costs, net | — | 4.9 | ^(1)^ | ||
| Adjusted net earnings attributable to Greenbrier | $ | 31.2 | $ | 29.7 | |
| ^(1)^ | Net of tax of $2.6 million | ||||
| --- | --- |
Reconciliation of Diluted earnings per share to Adjusted diluted earnings per share
| Three Months Ended | ||||
|---|---|---|---|---|
| November 30,<br>2023 | August 31,<br>2023 | |||
| Diluted earnings per share | $ | 0.96 | $ | 0.77 |
| Asset disposal and exit related costs, net | — | 0.15 | ||
| Adjusted diluted earnings per share | $ | 0.96 | $ | 0.92 |
| Diluted weighted average shares outstanding | 32,782 | 32,707 |
Share Calculations for Adjusted diluted earnings per share
| Three Months Ended | ||||
|---|---|---|---|---|
| November 30,<br>2023 | August 31,<br>2023 | |||
| Basic Shares | 31,025 | 30,904 | ||
| Dilutive effect of performance awards | 931 | 979 | ||
| Dilutive effect of convertible notes due 2024 | 826 | 824 | ||
| Diluted weighted average shares outstanding | 32,782 | 32,707 |
Debt Summary
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| November 30,<br>2023 | August 31,<br>2023 | |||||
| Total Leasing non-recourse debt | $ | 878.1 | $ | 780.1 | ^^ | |
| Total other debt | 900.2 | 846.9 | ||||
| 1,778.3 | 1,627.0 | |||||
| Debt discount and issuance costs^(1)^ | (19.5 | ) | (18.2 | ) | ||
| Total consolidated debt | $ | 1,758.8 | $ | 1,608.8 | ||
| ^(1)^ | Represents capitalized debt discount and issuance costs. | |||||
| --- | --- |
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| Greenbrier Reports First Quarter Results (Cont.) | Page11 |
|---|
Forward-Looking Statements
This press release may contain forward-looking statements, including statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “backlog,” “believe,” “confidence,” “continue,” “drive,” “enhance,” “estimate,” “expect,” “provide,” “position,” “realize,” “strategy,” “target,” “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. 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: an economic downturn and economic uncertainty; inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks); disruptions in the supply of materials and components used in the production of our products; the war in Ukraine and related events; and the COVID-19 pandemic, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, operations and supply disruptions and labor shortages). Our backlog of railcar units 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 Metric Definitions
Adjusted EBITDA, Adjusted net earnings attributable to Greenbrier, and Adjusted diluted earnings per share (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 before Interest and foreign exchange, income tax expense, depreciation and amortization and 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 and other items.
Adjusted net earnings 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.
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.
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