8-K

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 7, 2020

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-13146	93-0816972
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 Symbol(s)	Name of each exchange 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 7, 2020, 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 29, 2020. A copy of such release is attached as Exhibit 99.1.

The information under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

In the press release issued on April 7, 2020 and attached hereto as Exhibit 99.1, Greenbrier also suspended its 2020 guidance.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated April 7, 2020 of The Greenbrier Companies, Inc.

2

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 7, 2020	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)

3

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 7, 2020 6:00 a.m. EDT Contact: Lorie Tekorius, Investor Relations Justin Roberts, Investor Relations Ph: 503-684-7000

Greenbrier Reports Fiscal Second Quarter 2020 Results

~ Announces orders of 8,500 railcars valued at over $815 million ~

~ Strong liquidity position; targeting $1 billion of available liquidity ~

~ $3.2 billion backlog provides forward visibility ~

Lake Oswego, Oregon, April 7, 2020 – 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 29, 2020.

Second Quarter Highlights

• Base liquidity of $620 million consisting of cash of $170 million and $450 million available under committed credit facilities with high quality lenders. Greenbrier is targeting total liquidity of $1 billion.

• Greenbrier’s manufacturing and service sites continue operations as “Essential Business” under directives issued by the U.S. Department of Homeland Security (DHS) and other government authorities.

• Orders for 8,500 diversified railcars were received during the quarter, with over 50% originating from international sources. New railcar backlog increased to 30,800 units with an estimated value of $3.2 billion as of February 29, 2020.

• Net earnings attributable to Greenbrier for the quarter were $13.6 million, or $0.41 per diluted share, on revenue of $623.8 million. Net earnings include a mutually beneficial contract modification removing railcars from backlog that would have been produced in the second half of fiscal 2020 in exchange for $9.2 million, after tax. This modification strengthens the quality and amount of Greenbrier’s backlog and improves cash on hand.

• Adjusted net earnings attributable to Greenbrier for the quarter were $15.3 million, or $0.46 per diluted share, excluding $1.7 million, after tax, ($0.05 per share) of integration related expenses from the American Railcar Industries (ARI) acquisition.

• Adjusted EBITDA for the quarter was $71.6 million, or 11.5% of revenue.

• Board declares a quarterly dividend of $0.27 per share, payable on May 13, 2020 to shareholders as of April 22, 2020.

William A. Furman, Chairman & CEO commented, “Greenbrier is focused on two primary goals: protecting the safety and health of employees and preserving the economic well-being of our enterprise in this challenging environment. We are executing on the latter by increasing liquidity and sizing the organization properly in the current business environment.”

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Greenbrier Reports Second Quarter Results (Cont.) Page 2

Additional Comments from the CEO

Market conditions drove actions in the first half to size Greenbrier’s manufacturing footprint for lower levels of railcar demand, with reductions of 3,500 global employees to scale production capacity. Manufacturing workforce reductions were primarily in Mexico. Amid the uncertain and rapidly changing impacts on the global economy from the COVID-19 pandemic, Greenbrier is suspending its previously issued guidance for fiscal 2020. Greenbrier has initiated a range of proactive responses to address conditions in the rail equipment industry and the impact of the pandemic. The Company is eliminating all non-essential capital expenditures and is aggressively reducing overhead and SG&A expense. Greenbrier has eliminated all non-essential travel and implemented a hiring freeze while evaluating its total operating unit footprints. Collectively, these measures will generate substantial cash savings. Finally, the members of Greenbrier’s Board of Directors, including me, have voluntarily reduced annual compensation.

All of Greenbrier’s manufacturing and service facilities continue regular operations. Greenbrier functions as an essential infrastructure business under guidance issued by DHS and supports operations vital to the national transportation system and operations of the Department of Defense and other federal agencies, under the statutory and regulatory authority of the Department of Transportation, the Surface Transportation Board, the Federal Railroad Administration, and the Jones Act. Similar guidelines and authorities exist in other nations where we operate. Greenbrier’s manufacturing backlog and factories will provide cash flow resiliency. With the strength of our current backlog and balance sheet, we expect to continue to operate while observing stringent health and safety protocols. Continuity of the business alongside employee health and welfare are Greenbrier’s highest priorities. Maintaining cash flow and liquidity are essential components of Greenbrier’s current operating strategy.

Business Update

Greenbrier continued to rationalize its global manufacturing footprint in the second quarter by idling excess production capacity at its North American manufacturing facilities as well as its aftermarket wheels, repair and parts locations that operate within Greenbrier Rail Services (GRS). Significant manufacturing efficiency programs also were implemented at Greenbrier facilities in Brazil and Europe in fiscal 2019.

As mentioned above, Greenbrier’s operations constitute “Essential Infrastructure” and “Essential Businesses” as defined by relevant U.S. agency guidance and advisories and in all “stay at home” orders issued in all U.S. jurisdictions where we operate. The only exception in our entire operating network is a planned two-week shutdown of our facilities in Europe over Easter to allow for the supply chain to normalize. Greenbrier is dedicated to fulfilling its role to facilitate the continued stability of transportation supply infrastructure. Greenbrier will help maintain the delivery of vital goods, including food, medical supplies and fuel to communities and to support the United States’ national security infrastructure.

At all facilities worldwide, Greenbrier policies meet or exceed CDC recommendations. Expanded health screenings, including temperature readings, operating through split shifts, and enhanced social distancing practices have reduced the number of employees in a location at the same time. At present, Greenbrier facilities have been minimally impacted by COVID-19. Precautions and processes are in place for exposures to be reported and addressed.

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Greenbrier Reports Second Quarter Results (Cont.) Page 3

Like other companies, Greenbrier cannot predict with certainty the impact that the COVID-19 pandemic may have on our business due to numerous uncertainties, including the duration of the pandemic, the impact to customers and suppliers, actions that may be taken by governmental authorities and other consequences. As a result, Greenbrier is focused on continuous contingency planning and risk analysis. Greenbrier’s strong backlog, coupled with aggressive actions to slow down or shutter production lines and reduce overhead, leaves little open production space for the remainder of the fiscal and calendar year. Additionally, the Company plans to access current and proposed government programs for strategic businesses to protect our workforce and ensure economic viability of the enterprise.

Certain orders and backlog in this release are subject to customary documentation and completion of terms.

Financial Summary

	Q2 FY20	Q1 FY20	Sequential Comparison – Main Drivers
Revenue	$623.8M	$769.4M	Fewer deliveries due to lower production rates and timing of syndication activity
Gross margin	13.8%	12.0%	Improved product mix and customer payment related to contract modification
Adjusted EBITDA	$71.6M	$74.2M	Lower revenue and operating earnings
Effective tax rate	28.9%	20.7%	Geographic mix of earnings and discrete items
Earnings from unconsolidated affiliates	$1.7M	$1.1M	Improved efficiencies and higher deliveries in Brazil
Net earnings attributable to noncontrolling interest	$6.4M	$16.3M	Fewer deliveries due to timing of railcar syndication activity of GIMSA produced railcars
Adjusted net earnings attributable to Greenbrier	$15.3M(1)	$9.9M(2)	Reduced revenue, deliveries and operating margin offset by net earnings attributable to noncontrolling interest due to timing of railcar syndication activity
Adjusted diluted EPS	$0.46(1)	$0.30(2)

⁽¹⁾  Excludes expense of $1.7 million ($0.05 per share), net of tax, associated with ARI integration related expenses.

⁽²⁾  Excludes expense of $2.2 million ($0.07 per share), net of tax, associated with ARI integration related expenses.

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Greenbrier Reports Second Quarter Results (Cont.) Page 4

Segment Summary

	Q2 FY20	Q1 FY20	Sequential Comparison – Main Drivers
Manufacturing
Revenue	$489.9M	$657.4M	Fewer deliveries due to lower production rates and timing of syndication activity
Gross margin	13.8%	11.5%	Improved product mix and customer payment related to contract modification; Excluding contract modification payment gross margin would be 11.5%
Operating margin (1)	9.4%	8.1%
Deliveries (2)	3,700	5,900	Timing of production into syndication model
Wheels, Repair & Parts
Revenue	$91.2M	$86.6M	Higher wheelset volume due to winter seasonality
Gross margin	7.5%	5.4%	Improved profitability from wheel volumes and repair network operational improvements
Operating margin (1)	3.6%	1.3%
Leasing & Services
Revenue	$42.7M	$25.4M	Increase reflects higher volume of externally sourced railcar syndications
Gross margin	27.8%	47.3%	Lower margins on externally sourced railcar syndications; Excluding this activity, gross margin would be 47.2%
Operating margin (1) (3)	30.0%	38.5%

⁽¹⁾  See supplemental segment information on page 11 for additional information.

⁽²⁾  Excludes Brazil deliveries which are not consolidated into manufacturing revenue and margins.

⁽³⁾  Includes Net gain on disposition of equipment, which is excluded from gross margin.

Conference Call

Greenbrier will host a teleconference to discuss its second quarter 2020 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• April 7, 2020

• 8:00 a.m. Pacific Daylight Time

• Phone: 1-630-395-0143, Password: “Greenbrier”

• 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, tank heads and other components. Greenbrier owns a lease fleet of 10,300 railcars and performs management services for 389,000 railcars. Learn more about Greenbrier at www.gbrx.com.

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Greenbrier Reports Second Quarter Results (Cont.) Page 5

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	February 29, 2020		November 30, 2019		August 31, 2019		May 31, 2019		February 28, 2019
Assets
Cash and cash equivalents	$	169,899	$	253,602	$	329,684	$	359,625	$	341,500
Restricted cash		8,569		8,648		8,803		21,471		21,584
Accounts receivable, net		326,229		313,786		373,383		330,385		335,732
Inventories		709,115		733,806		664,693		592,099		574,146
Leased railcars for syndication		255,073		135,319		182,269		130,489		163,472
Equipment on operating leases, net		385,974		396,187		366,688		376,241		381,336
Property, plant and equipment, net		723,326		730,730		717,973		478,502		472,739
Investment in unconsolidated affiliates		79,082		85,141		91,818		53,036		58,685
Intangibles and other assets, net		160,709		162,089		125,379		97,022		101,284
Goodwill		129,684		129,468		129,947		74,318		82,743
	$	2,947,660	$	2,948,776	$	2,990,637	$	2,513,188	$	2,533,221
Liabilities and Equity
Revolving notes	$	37,196	$	29,502	$	27,115	$	25,952	$	22,323
Accounts payable and accrued liabilities		499,898		527,789		568,360		473,106		474,863
Deferred income taxes		9,173		9,417		13,946		12,089		29,481
Deferred revenue		70,869		59,657		85,070		76,170		91,533
Notes payable, net		811,860		817,830		822,885		483,918		486,107
Contingently redeemable noncontrolling interest		30,782		31,723		31,564		24,722		25,637
Total equity - Greenbrier		1,286,472		1,281,808		1,276,730		1,262,315		1,257,818
Noncontrolling interest		201,410		191,050		164,967		154,916		145,459
Total equity		1,487,882		1,472,858		1,441,697		1,417,231		1,403,277
	$	2,947,660	$	2,948,776	$	2,990,637	$	2,513,188	$	2,533,221

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Greenbrier Reports Second Quarter Results (Cont.) Page 6

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	Three Months Ended						Six Months Ended
	February 29,			February 28,			February 29,			February 28,
	2020			2019			2020			2019
Revenue
Manufacturing	$	489,943		$	476,019		$	1,147,310		$	947,808
Wheels, Repair & Parts		91,225			125,278			177,833			233,821
Leasing & Services		42,680			57,374			68,064			81,565
		623,848			658,671			1,393,207			1,263,194
Cost of revenue
Manufacturing		422,309			442,996			1,004,221			860,801
Wheels, Repair & Parts		84,373			118,455			166,265			219,433
Leasing & Services		30,830			43,376			44,196			56,583
		537,512			604,827			1,214,682			1,136,817
Margin		86,336			53,844			178,525			126,377
Selling and administrative expense		54,597			47,892			108,961			98,324
Net gain on disposition of equipment		(6,697	)		(12,102	)		(10,656	)		(26,455	)
Earnings from operations		38,436			18,054			80,220			54,508
Other costs
Interest and foreign exchange		12,609			9,237			25,461			13,641
Earnings before income taxes and earnings (loss) from unconsolidated affiliates		25,827			8,817			54,759			40,867
Income tax expense		(7,463	)		(2,248	)		(13,457	)		(11,383	)
Earnings before earnings (loss) from unconsolidated affiliates		18,364			6,569			41,302			29,484
Earnings (loss) from unconsolidated affiliates		1,651			(786	)		2,724			(319	)
Net earnings		20,015			5,783			44,026			29,165
Net earnings attributable to noncontrolling interest		(6,386	)		(3,018	)		(22,728	)		(8,444	)
Net earnings attributable to Greenbrier	$	13,629		$	2,765		$	21,298		$	20,721
Basic earnings per common share:	$	0.42		$	0.08		$	0.65		$	0.63
Diluted earnings per common share:	$	0.41		$	0.08		$	0.64		$	0.63
Weighted average common shares:
Basic		32,661			32,628			32,645			32,634
Diluted		33,482			33,206			33,382			33,149
Dividends declared per common share	$	0.27		$	0.25		$	0.52		$	0.50

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Greenbrier Reports Second Quarter Results (Cont.) Page 7

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Six Months Ended
	February 29,			February 28,
	2020			2019
Cash flows from operating activities
Net earnings	$	44,026		$	29,165
Adjustments to reconcile net earnings to net cash used in operating activities:
Deferred income taxes		(6,714	)		(3,405	)
Depreciation and amortization		59,338			40,815
Net gain on disposition of equipment		(10,656	)		(26,455	)
Accretion of debt discount		2,718			2,165
Stock based compensation expense		7,237			7,311
Noncontrolling interest adjustments		9,038			5,306
Other		(39	)		1,809
Decrease (increase) in assets:
Accounts receivable, net		46,109			23,298
Inventories		(55,158	)		(154,388	)
Leased railcars for syndication		(123,033	)		(76,386	)
Other		(39,433	)		(11,274	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(67,988	)		28,458
Deferred revenue		1,381			(13,041	)
Net cash used in operating activities		(133,174	)		(146,622	)
Cash flows from investing activities
Proceeds from sales of assets		41,827			63,879
Capital expenditures		(40,834	)		(98,176	)
Investment in and advances to unconsolidated affiliates		(1,500	)		(11,393	)
Cash distribution from unconsolidated affiliates and other		11,273			1,986
Net cash provided by (used in) investing activities		10,766			(43,704	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		10,246			(6,007	)
Proceeds from issuance of notes payable		—			225,000
Repayments of notes payable		(17,120	)		(176,641	)
Debt issuance costs		—			(2,770	)
Dividends		(17,312	)		(16,651	)
Cash distribution to joint venture partner		(8,706	)		(5,058	)
Tax payments for net share settlement of restricted stock		(1,895	)		(4,762	)
Net cash provided by (used in) financing activities		(34,787	)		13,111
Effect of exchange rate changes		(2,824	)		825
Decrease in cash, cash equivalents and restricted cash		(160,019	)		(176,390	)
Cash and cash equivalents and restricted cash
Beginning of period		338,487			539,474
End of period	$	178,468		$	363,084
Balance Sheet Reconciliation
Cash and cash equivalents	$	169,899		$	341,500
Restricted cash		8,569			21,584
Total cash and cash equivalents and restricted cash as presented above	$	178,468		$	363,084

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Greenbrier Reports Second Quarter Results (Cont.) Page 8

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

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

Reconciliation of Net earnings to Adjusted EBITDA

	Three Months Ended
	February 29, 2020		November 30, 2019
Net earnings	$	20,015	$	24,011
Interest and foreign exchange		12,609		12,852
Income tax expense		7,463		5,994
Depreciation and amortization		30,003		29,335
ARI integration related costs		1,535		1,991
Adjusted EBITDA	$	71,625	$	74,183

	Three Months Ended
	February 29, 2020
Backlog Activity (units) (1)
Beginning backlog		28,500
Orders received		8,500
Contract modification		(575	)
Production held as Leased railcars for syndication		(1,600	)
Production sold directly to third parties		(4,025	)
Ending backlog		30,800
Delivery Information (units) (1)
Production sold directly to third parties		4,025
Sales of Leased railcars for syndication		475
Total deliveries		4,500

⁽¹⁾  Includes Greenbrier-Maxion, our Brazilian railcar manufacturer, which is accounted for under the equity method

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Greenbrier Reports Second Quarter Results (Cont.) Page 9

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2020 are as follows:

	First			Second			Total
Revenue
Manufacturing	$	657,367		$	489,943		$	1,147,310
Wheels, Repair & Parts		86,608			91,225			177,833
Leasing & Services		25,384			42,680			68,064
		769,359			623,848			1,393,207
Cost of revenue
Manufacturing		581,912			422,309			1,004,221
Wheels, Repair & Parts		81,892			84,373			166,265
Leasing & Services		13,366			30,830			44,196
		677,170			537,512			1,214,682
Margin		92,189			86,336			178,525
Selling and administrative expense		54,364			54,597			108,961
Net gain on disposition of equipment		(3,959	)		(6,697	)		(10,656	)
Earnings from operations		41,784			38,436			80,220
Other costs
Interest and foreign exchange		12,852			12,609			25,461
Earnings before income tax and earnings from unconsolidated affiliates		28,932			25,827			54,759
Income tax expense		(5,994	)		(7,463	)		(13,457	)
Earnings before earnings from unconsolidated affiliates		22,938			18,364			41,302
Earnings from unconsolidated affiliates		1,073			1,651			2,724
Net earnings		24,011			20,015			44,026
Net earnings attributable to noncontrolling interest		(16,342	)		(6,386	)		(22,728	)
Net earnings attributable to Greenbrier	$	7,669		$	13,629		$	21,298
Basic earnings per common share (1)	$	0.24		$	0.42		$	0.65
Diluted earnings per common share (1)	$	0.23		$	0.41		$	0.64
Dividends declared per common share	$	0.25		$	0.27		$	0.52

⁽¹⁾  Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS 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 performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

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Greenbrier Reports Second Quarter Results (Cont.) Page 10

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2019 are as follows:

	First			Second			Third			Fourth			Total
Revenue
Manufacturing	$	471,789		$	476,019		$	681,588		$	802,103		$	2,431,499
Wheels, Repair & Parts		108,543			125,278			124,980			85,701			444,502
Leasing & Services		24,191			57,374			49,584			26,441			157,590
		604,523			658,671			856,152			914,245			3,033,591
Cost of revenue
Manufacturing		417,805			442,996			590,788			686,036			2,137,625
Wheels, Repair & Parts		100,978			118,455			119,821			81,636			420,890
Leasing & Services		13,207			43,376			38,971			13,036			108,590
		531,990			604,827			749,580			780,708			2,667,105
Margin		72,533			53,844			106,572			133,537			366,486
Selling and administrative expense		50,432			47,892			54,377			60,607			213,308
Net gain on disposition of equipment		(14,353	)		(12,102	)		(11,019	)		(3,489	)		(40,963	)
Goodwill impairment		—			—			10,025			—			10,025
Earnings from operations		36,454			18,054			53,189			76,419			184,116
Other costs
Interest and foreign exchange		4,404			9,237			9,770			7,501			30,912
Earnings before income tax and earnings (loss) from unconsolidated affiliates		32,050			8,817			43,419			68,918			153,204
Income tax expense		(9,135	)		(2,248	)		(13,008	)		(17,197	)		(41,588	)
Earnings before earnings (loss) from unconsolidated affiliates		22,915			6,569			30,411			51,721			111,616
Earnings (loss) from unconsolidated affiliates		467			(786	)		(4,564	)		(922	)		(5,805	)
Net earnings		23,382			5,783			25,847			50,799			105,811
Net earnings attributable to noncontrolling interest		(5,426	)		(3,018	)		(10,599	)		(15,692	)		(34,735	)
Net earnings attributable to Greenbrier	$	17,956		$	2,765		$	15,248		$	35,107		$	71,076
Basic earnings per common share (1)	$	0.55		$	0.08		$	0.47		$	1.08		$	2.18
Diluted earnings per common share (1)	$	0.54		$	0.08		$	0.46		$	1.06		$	2.14
Dividends declared per common share	$	0.25		$	0.25		$	0.25		$	0.25		$	1.00

⁽¹⁾  Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS 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 performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

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Greenbrier Reports Second Quarter Results (Cont.) Page 11

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, unaudited)

Segment Information

Three months ended February 29, 2020:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	489,943	$	21		$	489,964		$	46,105		$	1		$	46,106
Wheels, Repair & Parts		91,225		5,133			96,358			3,320			(168	)		3,152
Leasing & Services		42,680		15,240			57,920			12,793			14,384			27,177
Eliminations		—		(20,394	)		(20,394	)		—			(14,217	)		(14,217	)
Corporate		—		—			—			(23,782	)		—			(23,782	)
	$	623,848	$	—		$	623,848		$	38,436		$	—		$	38,436

Three months ended November 30, 2019:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	657,367	$	97		$	657,464		$	53,143		$	(23	)	$	53,120
Wheels, Repair & Parts		86,608		5,851			92,459			1,114			(342	)		772
Leasing & Services		25,384		1,749			27,133			9,777			1,289			11,066
Eliminations		—		(7,697	)		(7,697	)		—			(924	)		(924	)
Corporate		—		—			—			(22,250	)		—			(22,250	)
	$	769,359	$	—		$	769,359		$	41,784		$	—		$	41,784

	Total assets
	February 29, 2020		November 30, 2019
Manufacturing	$	1,535,118	$	1,568,338
Wheels, Repair & Parts		314,069		317,786
Leasing & Services		897,745		776,724
Unallocated		200,728		285,928
	$	2,947,660	$	2,948,776

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Greenbrier Reports Second Quarter Results (Cont.) Page 12

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Reconciliation of common shares outstanding

The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:

	Three Months Ended
	February 29, 2020		November 30, 2019
Weighted average basic common shares outstanding (1)		32,661		32,629
Dilutive effect of convertible notes (2)		—		—
Dilutive effect of restricted stock units (3)		821		655
Weighted average diluted common shares outstanding		33,482		33,284

⁽¹⁾ Restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

⁽²⁾ The dilutive effect of the 2.875% Convertible notes issued in February 2017 and the 2.25% Convertible notes issued in July 2019 were excluded for the periods in which they were outstanding as the average stock price was less than the applicable conversion price and therefore was anti-dilutive.

⁽³⁾ Restricted stock units that are not considered participating securities and restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Reconciliation of Net earnings attributable to Greenbrier to Adjusted net earnings attributable to Greenbrier

	Three Months Ended
	February 29, 2020		November 30, 2019
Net earnings attributable to Greenbrier	$	13,629	$	7,669
ARI integration related costs, net of tax		1,665		2,218
Adjusted net earnings attributable to Greenbrier	$	15,294	$	9,887

Reconciliation of Diluted earnings per share to Adjusted diluted earnings per share

	Three Months Ended
	February 29, 2020		November 30, 2019
Diluted earnings per share	$	0.41	$	0.23
ARI integration related costs, net of tax		0.05		0.07
Adjusted diluted earnings per share	$	0.46	$	0.30

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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 “aim”, “allow,” “believe,” “can,” “ensure,” “estimates,” “has eliminated,” “maintain,” “may,” “normalize,” “plans,” “potential,” “preserving,” “reducing,” “seeks,” “should,” “target,” “targeting,” “typically,” “will,” “may,” “can,” “will generate” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about future liquidity; savings generated by reducing capital expenditures, SG&A, overhead, other expenses; targeting available capital; as well as other information regarding future performance and strategies and appear throughout this press release including in the headlines and the sections “Second Quarter Highlights” and “Business Update.” 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 COVID-19 coronavirus pandemic and the governmental reaction to COVID-19 having a materially negative impact on our business, liquidity and financial position, results of operations, stock price, and our ability to convert backlog to revenue; our inability to increase our liquidity and borrowing base as we anticipate or being delayed in doing so; oil prices remaining materially lower than recent historical prices; inability to implement cost savings in the amounts or timelines that we have planned; the cyclical nature of our business, economic downturns and a rising interest rate environment; changes in our product mix due to shifts in demand or fluctuations in commodity and energy prices; a decline in performance or demand of the rail freight industry; an oversupply or increase in efficiency in the rail freight industry; difficulty integrating acquired businesses or joint ventures; inability to convert backlog to future revenues; risks related to our operations outside of the U.S., including anti-bribery violations; governmental policy changes impacting international trade and corporate tax; the loss of or reduction of business from one or more of our limited number of customers; inability to lease railcars at satisfactory rates, or realize expected residual values on sale of railcars at the end of a lease; shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce; equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities; inability to compete successfully; suitable joint ventures, acquisition opportunities and new business endeavors may not be identified or concluded; inability to complete capital expenditure projects efficiently, or to cause capital expenditure projects to operate as anticipated; inability to design or manufacture products or technologies, or to achieve timely certification or market acceptance of new products or technologies; unsuccessful relationships with our joint venture partners; environmental liabilities, including the Portland Harbor Superfund Site; the timing of our asset sales and related revenue recognition may result in comparisons between fiscal periods not being accurate indicators of future performance; attrition within our management team or unsuccessful succession planning for members of our senior management team and other key employees who are at or nearing retirement age; changes in the credit markets and the financial services industry; volatility in the global financial markets; our actual results differing from our announced expectations; fluctuations in the availability and price of energy, freight transportation, steel and other raw materials; inability to procure specialty components or services on commercially reasonable terms or on a timely basis from a limited number of suppliers; our existing indebtedness may limit our ability to borrow additional amounts in the future, may expose us to increasing interest rates, and may expose us to a material adverse effect on our business if we are unable to service our debt or obtain additional financing; train derailments or other accidents or claims; changes in or failure to comply with legal and regulatory requirements; an adverse outcome in any pending or future litigation or investigation; potential misconduct by employees; labor strikes or work stoppages; the volatility of our stock price; dilution to investors resulting from raising additional capital or due to other reasons; product and service warranty claims; misuse of our products by third parties; write-downs of goodwill or intangibles in future periods; conversion at our option of our outstanding convertible notes resulting in dilution to our then-current stockholders; as a holding company with no operations, our reliance on our subsidiaries and joint ventures and their ability to make distributions to us; our governing documents, the terms of our convertible notes, and Oregon law could make a change of control or acquisition of our business by a third party difficult; the discretion of our Board of Directors to pay or not pay dividends on our common stock; fluctuations in foreign currency exchange rates; inability to raise additional capital to operate our business and achieve our business objectives; shareholder activism could cause us to incur significance expense, impact our stock price, and hinder execution of our business strategy; cybersecurity risks; updates or changes to our information technology systems resulting in problems; inability to

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Greenbrier Reports Second Quarter Results (Cont.) Page 14

protect our intellectual property and prevent its improper use by third parties; claims by third parties that our products or services infringe their intellectual property rights; liability for physical damage, business interruption or product liability claims that exceed our insurance coverage; inability to procure adequate insurance on a cost-effective basis; changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies; fires, natural disasters, severe weather conditions or public health crises; unusual weather conditions which reduce demand for our wheel-related parts and repair services; business, regulatory, and legal developments regarding climate change which may affect the demand for our products or the ability of our critical suppliers to meet our needs; repercussions from terrorist activities or armed conflict; unanticipated changes in our tax provisions or exposure to additional income tax liabilities; the inability of certain of our customers to utilize tax benefits or tax credits; and suspension or termination of our share repurchase program. More information on these risks and other 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 reports on Form 10-K and subsequent Form 10-Q filings. 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 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 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 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.

###

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Document and Entity Information	Apr. 07, 2020
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Document Type	8-K
Document Period End Date	Apr. 07, 2020
Entity Incorporation State Country Code	OR
Entity File Number	001-13146
Entity Tax Identification Number	93-0816972
Entity Address, Address Line One	One Centerpointe Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lake Oswego
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97035
City Area Code	(503)
Local Phone Number	684-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock without par value
Trading Symbol	GBX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false