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) October 23, 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 October 23, 2020, The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) issued a press release reporting the Company’s results of operations for the three and twelve months ended August 31, 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 9.01 Financial Statements and Exhibits.

    (d) Exhibits

99.1	Press Release dated October 23, 2020, of the Company regarding fourth quarter and 2020 fiscal year results
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 23, 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: October 23, 2020 6:00 a.m. EDT	Contact:	Lorie Tekorius, Investor Relations
		Justin Roberts, Investor Relations
		Ph: 503-684-7000

Greenbrier Reports Fourth Quarter and 2020 Fiscal Year Results

~ Operating cash flow of $183 million in the quarter and $272 million in the full year ~

~ Orders for 2,800 railcars valued at approximately $250 million in the quarter ~

~ Backlog of ~$2.4 billion; resized production footprint aligns with market ~

Lake Oswego, Oregon, October 23, 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 fourth fiscal quarter and year ended August 31, 2020.

Fourth Quarter Highlights

• Liquidity of $919.6 million, including $833.7 million in cash and $85.9 million of available borrowing capacity. Combined with nearly $200 million of additional initiatives in progress, exceeded the $1 billion liquidity and cost savings target.

• Generated operating cash flow of $183.2 million in the quarter primarily driven by decreases in working capital and from syndication activity.

• Diversified new railcar backlog as of August 31, 2020 was 24,600 units with an estimated value of $2.4 billion, including orders for 2,800 railcars valued at approximately $250.0 million received during the quarter. Deliveries in the quarter were 5,100 units.

• Net loss attributable to Greenbrier for the quarter was $0.1 million, or $0.00 per diluted share, on revenue of $636.4 million. Net loss includes $1.9 million, net of tax, ($0.06 per share) of integration related expenses from the American Railcar Industries (ARI) acquisition and $3.6 million, net of tax and noncontrolling interest, ($0.10 per share) of severance expenses.

• Adjusted net earnings attributable to Greenbrier for the quarter were $5.5 million, or $0.16 per diluted share, excluding $5.5 million, net of tax, ($0.16 per share) of integration and severance expenses.

• Adjusted EBITDA for the quarter was $55.7 million, or 8.7% of revenue.

• Board declares a quarterly dividend of $0.27 per share, payable on December 2, 2020 to shareholders as of November 11, 2020 representing Greenbrier’s 26^th consecutive dividend.

Fiscal Year 2020 Highlights

• Net earnings attributable to Greenbrier for the year were $49.0 million, or $1.46 per diluted share, on revenue of $2.8 billion. Net earnings include $8.4 million, net of tax, ($0.26 per share) of integration related expenses from the ARI acquisition and $12.9 million, net of tax, ($0.38 per share) of severance expenses.

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Greenbrier Reports Fourth Quarter Results (Cont.) Page 2

• Adjusted net earnings attributable to Greenbrier were $70.2 million, or $2.10 per diluted share, excluding $21.3 million, net of tax and noncontrolling interest, ($0.64 per share) of integration and severance expenses.

• Adjusted EBITDA for the year was $310.3 million, or 11.1% of revenue.

• Strong cash flows from operations of $272.3 million includes $405.4 million in the second half of the fiscal year.

• New railcar deliveries of 21,700 units for the year were the second highest in Greenbrier’s history.

• Generated new railcar orders of 16,600 units, valued at $1.6 billion, with 40% originating internationally.

William A. Furman, Chairman & CEO commented, “Greenbrier continued to perform well during this period of weaker demand. Critically, our diverse $2.4 billion backlog remains supported by strong customer commitments and provides clear visibility for several years. Entering fiscal 2021, we remain focused on maintaining our strong liquidity position. Greenbrier ended the quarter with more than $830 million of cash, an increase of nearly $100 million from the end of the third quarter. Net debt decreased by nearly $360 million since Greenbrier’s fiscal second quarter. Our adjusted manufacturing footprint meets today’s demand levels without constraining our ability to increase capacity as markets improve, allowing Greenbrier to maintain our presence in every region we serve around the world. Looking forward, we see early signs that demand will improve later in calendar 2021. Greenbrier is well-positioned to benefit from improving conditions in our core markets.”

Business Update & Outlook

As we enter fiscal 2021, Greenbrier continues to execute on its COVID-19 response plan, and protecting our employees within the work environment remains our top priority. The strict protocols enacted and rapid response to clusters has allowed us to operate safely and efficiently throughout the world. Continued vigilance is required as community spread of COVID-19 is increasing in many areas where we operate. We are continuously working to maintain a low incident rate of COVID-19 among our employees by focusing on their health and enhancing the preventative and remedial actions of our rapid response teams across the company.

We also remain focused on preserving the near-term and longer-term financial health of Greenbrier in light of the economic consequences of the pandemic and an industry downturn. Maintaining cash flow and liquidity are essential components of Greenbrier’s current operating strategy, and we have been very successful in this regard. We addressed our cost structure by reducing operating expenses and capital expenditures and are appropriately positioned for today’s market environment. We closed 13 rail production lines in fiscal 2020 and are continuously adjusting capacity to align with an evolving demand outlook. We also reduced our global workforce by over 6,500 employees, or by about 40%, including both staff and production employees. Looking forward, while we remain focused on managing our cost base, we will be nimble and adjust capacity to ensure Greenbrier’s ability to fully participate in an economic recovery. Coupled with a new railcar backlog valued at approximately $2.4 billion, we have preserved Greenbrier’s ability to operate in a very challenging market environment.

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Greenbrier Reports Fourth Quarter Results (Cont.) Page 3

Financial Summary

	Q4 FY20	Q3 FY20	Sequential Comparison – Main Drivers
Revenue	$636.4M	$762.6M	Fewer deliveries and lower activity levels in Wheels, Repair & Parts
Gross margin	10.5%	14.1%	Less syndication activity and operating inefficiencies in Manufacturing and Wheels, Repair & Parts
Selling and administrative	$46.3M	$49.5M	Continuing cost reduction initiatives result in reduced employee-related and travel & entertainment expenses; each quarter includes $1.8 million of severance expense
Net gain on disposition of equipment	$0.6M	$8.8M	Minimal fleet disposition activity
Adjusted EBITDA	$55.7M	$99.9M	Lower operating earnings
Effective tax rate	21.3%	41.2%	Continued volatility from geographic mix of earnings and discrete items related to foreign currency fluctuations
Adjusted net earnings attributable to Greenbrier	$5.5M(1)	$35.1M(2)	Lower operating earnings reflecting fewer deliveries, operating inefficiencies and lower net gains on equipment sales partially offset by lower selling & administrative expense
Adjusted diluted EPS	$0.16(1)	$1.05(2)

⁽¹⁾  Excludes expense of $5.6 million ($0.16 per share), net of tax and noncontrolling interest, associated with ARI integration related expenses and severance expenses.

⁽²⁾  Excludes expense of $7.3 million ($0.22 per share), net of tax, associated with ARI integration related expenses and severance expenses.

Segment Summary

	Q4 FY20	Q3 FY20	Sequential Comparison – Main Drivers
Manufacturing
Revenue	$549.7M	$653.0M	Lower production rates and less syndication activity results in fewer deliveries
Gross margin	9.4%	13.8%	Operating inefficiencies from rationalizing capacity and less syndication activity
Operating margin (1)	5.4%	10.5%
Deliveries (2)	4,900	5,400
Wheels, Repair & Parts
Revenue	$64.8M	$82.0M	Reduced wheel volumes and repair activity
Gross margin	6.0%	8.6%	Operating inefficiencies due to lower business activity levels
Operating margin (1)	1.3%	4.6%
Leasing & Services
Revenue	$22.0M	$27.5M	Less interim rent on leased railcars for syndication and no externally sourced syndication sales activity
Gross margin	53.2%	37.4%	No externally sourced syndication sales activity
Operating margin (1) (3)	29.7%	43.0%
Fleet utilization	90.4%	92.1%

⁽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.

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Exhibit 99.1

Greenbrier Reports Fourth Quarter Results (Cont.) Page 4

Conference Call

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

• October 23, 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 other geographies as opportunities arise. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,300 railcars and performs management services for 393,000 railcars. Learn more about Greenbrier at www.gbrx.com.

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Greenbrier Reports Fourth Quarter Results (Cont.) Page 5

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	August 31, 2020		May 31, 2020		February 29, 2020		November 30, 2019		August 31, 2019
Assets
Cash and cash equivalents	$	833,745	$	735,258	$	169,899	$	253,602	$	329,684
Restricted cash		8,342		8,704		8,569		8,648		8,803
Accounts receivable, net		239,597		261,629		326,229		313,786		373,383
Inventories		529,529		675,442		709,115		733,806		664,693
Leased railcars for syndication		107,671		136,144		255,073		135,319		182,269
Equipment on operating leases, net		350,442		355,841		385,974		396,187		366,688
Property, plant and equipment, net		711,524		719,155		723,326		730,730		717,973
Investment in unconsolidated affiliates		72,354		75,508		79,082		85,141		91,818
Intangibles and other assets, net		190,322		181,315		160,709		162,089		125,379
Goodwill		130,308		130,035		129,684		129,468		129,947
	$	3,173,834	$	3,279,031	$	2,974,660	$	2,948,776	$	2,990,637
Liabilities and Equity
Revolving notes	$	351,526	$	416,535	$	37,196	$	29,502	$	27,115
Accounts payable and accrued liabilities		463,880		488,969		499,898		527,789		568,360
Deferred income taxes		7,701		4,354		9,173		9,417		13,946
Deferred revenue		42,467		63,536		70,869		59,657		85,070
Notes payable, net		804,088		806,919		811,860		817,830		822,885
Contingently redeemable noncontrolling interest		31,117		30,611		30,782		31,723		31,564
Total equity - Greenbrier		1,293,043		1,291,221		1,286,472		1,281,808		1,276,730
Noncontrolling interest		180,012		176,886		201,410		191,050		164,967
Total equity		1,473,055		1,468,107		1,487,882		1,472,858		1,441,697
	$	3,173,834	$	3,279,031	$	2,947,660	$	2,948,776	$	2,990,637

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Greenbrier Reports Fourth Quarter Results (Cont.) Page 6

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	Years Ended August 31,
	2020			2019			2018
Revenue
Manufacturing	$	2,349,971		$	2,431,499		$	2,044,586
Wheels, Repair & Parts		324,670			444,502			347,023
Leasing & Services		117,548			157,590			127,855
		2,792,189			3,033,591			2,519,464
Cost of revenue
Manufacturing		2,065,169			2,137,625			1,727,407
Wheels, Repair & Parts		302,189			420,890			318,330
Leasing & Services		71,700			108,590			64,672
		2,439,058			2,667,105			2,110,409
Margin		353,131			366,486			409,055
Selling and administrative		204,706			213,308			200,439
Net gain on disposition of equipment		(20,004	)		(40,963	)		(44,369	)
Goodwill impairment		—			10,025			—
Earnings from operations		168,429			184,116			252,985
Other costs
Interest and foreign exchange		43,619			30,912			29,368
Earnings before income tax and earnings (loss) from unconsolidated affiliates		124,810			153,204			223,617
Income tax expense		(40,184	)		(41,588	)		(32,893	)
Earnings before earnings (loss) from unconsolidated affiliates		84,626			111,616			190,724
Earnings (loss) from unconsolidated affiliates		2,960			(5,805	)		(18,661	)
Net earnings		87,586			105,811			172,063
Net earnings attributable to noncontrolling interest		(38,619	)		(34,735	)		(20,282	)
Net earnings attributable to Greenbrier	$	48,967		$	71,076		$	151,781
Basic earnings per common share	$	1.50		$	2.18		$	4.92
Diluted earnings per common share	$	1.46		$	2.14		$	4.68
Weighted average common shares
Basic		32,670			32,615			30,857
Diluted		33,441			33,165			32,835
Dividends declared per common share	$	1.06		$	1.00		$	0.96

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Greenbrier Reports Fourth Quarter Results (Cont.) Page 7

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Years Ended August 31,
	2020			2019			2018
Cash flows from operating activities:
Net earnings	$	87,586		$	105,811		$	172,063
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		(9,489	)		(20,225	)		(40,496	)
Depreciation and amortization		109,850			83,731			74,356
Net gain on disposition of equipment		(20,004	)		(40,963	)		(44,369	)
Stock based compensation expense		8,997			11,153			29,314
Accretion of debt discount		5,504			4,458			4,171
Noncontrolling interest adjustments		1,436			7,402			2,864
Goodwill Impairment		—			10,025			—
Other		1,142			145			1,688
Decrease (increase) in assets:
Accounts receivable, net		135,326			13,022			(83,551	)
Inventories		166,607			(143,168	)		(26,592	)
Leased railcars for syndication		(12,942	)		(96,110	)		(54,023	)
Other assets		(64,995	)		6,843			34,115
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(108,837	)		55,910			54,032
Deferred revenue		(27,920	)		(19,275	)		(20,231	)
Net cash provided by (used in) operating activities		272,261			(21,241	)		103,341
Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(361,878	)		(34,874	)
Proceeds from sales of assets		83,484			125,427			153,224
Capital expenditures		(66,879	)		(198,233	)		(176,848	)
Investment in and advances to unconsolidated affiliates		(1,815	)		(11,393	)		(26,455	)
Cash distribution from unconsolidated affiliates and other		12,693			2,096			4,661
Net cash provided by (used in) investing activities		27,483			(443,981	)		(80,292	)
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		146,542			(105	)		23,401
Proceeds from revolving notes with maturities longer than 90 days		176,500			—			—
Proceeds from issuance of notes payable		—			525,000			13,771
Repayments of notes payable		(30,179	)		(182,971	)		(22,269	)
Debt issuance costs		—			(8,630	)		—
Dividends		(35,173	)		(33,193	)		(29,914	)
Cash distribution to joint venture partner		(38,969	)		(16,879	)		(73,033	)
Investment by joint venture partner		—			—			6,500
Tax payments for net share settlement of restricted stock		(2,266	)		(6,321	)		(7,723	)
Net cash provided by (used in) financing activities		216,455			276,901			(89,267	)
Effect of exchange rate changes		(12,599	)		(12,666	)		(14,666	)
Increase (decrease) in cash and cash equivalents and restricted cash		503,600			(200,987	)		(80,884	)
Cash and cash equivalents and restricted cash
Beginning of period		338,487			539,474			620,358
End of period	$	842,087		$	338,487		$	539,474
Balance Sheet Reconciliation:
Cash and cash equivalents	$	833,745		$	329,684		$	530,655
Restricted cash		8,342			8,803			8,819
Total cash and cash equivalents and restricted cash as presented above	$	842,087		$	338,487		$	539,474

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Greenbrier Reports Fourth 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				Year Ended
	August 31, 2020		May 31, 2020		August 31, 2020
Net earnings	$	7,691	$	35,869	$	87,586
Interest and foreign exchange		10,596		7,562		43,619
Income tax expense		2,306		24,421		40,184
Depreciation and amortization		27,398		23,114		109,850
Severance expense		5,919		6,341		21,201
ARI integration related costs		1,750		2,545		7,821
Adjusted EBITDA	$	55,660	$	99,852	$	310,261

	Three Months Ended			Year Ended
	August 31, 2020			August 31, 2020
Backlog Activity (units) (1)
Beginning backlog		26,700			30,300
Orders received		2,800			16,600
Contract modification		—			(575	)
Production held as Leased railcars for syndication		(700	)		(3,200	)
Production sold directly to third parties		(4,200	)		(18,525	)
Ending backlog		24,600			24,600
Delivery Information (units) (1)
Production sold directly to third parties		4,200			18,525
Sales of Leased railcars for syndication		900			3,175
Total deliveries		5,100			21,700

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

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Greenbrier Reports Fourth 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			Third			Fourth			Total
Revenue
Manufacturing	$	657,367		$	489,943		$	653,007		$	549,654		$	2,349,971
Wheels, Repair & Parts		86,608			91,225			82,024			64,813			324,670
Leasing & Services		25,384			42,680			27,526			21,958			117,548
		769,359			623,848			762,557			636,425			2,792,189
Cost of revenue
Manufacturing		581,912			422,309			562,793			498,155			2,065,169
Wheels, Repair & Parts		81,892			84,373			75,001			60,923			302,189
Leasing & Services		13,366			30,830			17,232			10,272			71,700
		677,170			537,512			655,026			569,350			2,439,058
Margin		92,189			86,336			107,531			67,075			353,131
Selling and administrative expense		54,364			54,597			49,494			46,251			204,706
Net gain on disposition of equipment		(3,959	)		(6,697	)		(8,775	)		(573	)		(20,004	)
Earnings from operations		41,784			38,436			66,812			21,397			168,429
Other costs
Interest and foreign exchange		12,852			12,609			7,562			10,596			43,619
Earnings before income tax and earnings (loss) from unconsolidated affiliates		28,932			25,827			59,250			10,801			124,810
Income tax expense		(5,994	)		(7,463	)		(24,421	)		(2,306	)		(40,184	)
Earnings before earnings (loss) from unconsolidated affiliates		22,938			18,364			34,829			8,495			84,626
Earnings (loss) from unconsolidated affiliates		1,073			1,651			1,040			(804	)		2,960
Net earnings		24,011			20,015			35,869			7,691			87,586
Net earnings attributable to noncontrolling interest		(16,342	)		(6,386	)		(8,097	)		(7,794	)		(38,619	)
Net earnings (loss) attributable to Greenbrier	$	7,669		$	13,629		$	27,772		$	(103	)	$	48,967
Basic earnings per common share (1)	$	0.24		$	0.42		$	0.85		$	(0.00	)	$	1.50
Diluted earnings per common share (1)	$	0.23		$	0.41		$	0.83		$	(0.00	)	$	1.46
Dividends declared per common share	$	0.25		$	0.27		$	0.27		$	0.27		$	1.06

⁽¹⁾  Quarterly amounts may not total to the year to date amount as each period is calculated discretely. Diluted EPS 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 Fourth 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 may 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 Fourth Quarter Results (Cont.) Page 11

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, unaudited)

Segment Information

Three months ended August 31, 2020:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	549,654	$	1,683		$	551,337		$	29,695		$	(19	)	$	29,676
Wheels, Repair & Parts		64,813		95			64,908			813			3			816
Leasing & Services		21,958		10,898			32,856			6,520			10,528			17,048
Eliminations		—		(12,676	)		(12,676	)		—			(10,512	)		(10,512	)
Corporate		—		—			—			(15,631	)		—			(15,631	)
	$	636,425	$	—		$	636,425		$	21,397		$	—		$	21,397

Three months ended May 31, 2020:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	653,007	$	1,151		$	654,158		$	68,445		$	95		$	68,540
Wheels, Repair & Parts		82,024		1,527			83,551			3,785			(393	)		3,392
Leasing & Services		27,526		14,841			42,367			11,837			14,454			26,291
Eliminations		—		(17,519	)		(17,519	)		—			(14,156	)		(14,156	)
Corporate		—		—			—			(17,255	)		—			(17,255	)
	$	762,557	$	—		$	762,557		$	66,812		$	—		$	66,812

	Total assets
	August 31, 2020		May 31, 2020
Manufacturing	$	1,301,715	$	1,441,052
Wheels, Repair & Parts		271,862		296,888
Leasing & Services		739,025		777,523
Unallocated, including cash		861,232		763,568
	$	3,173,834	$	3,279,031

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Greenbrier Reports Fourth 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				Year Ended
	August 31, 2020		May 31, 2020		August 31, 2020
Weighted average basic common shares outstanding (1)		32,658		32,690		32,670
Dilutive effect of convertible notes (2)		—		—		—
Dilutive effect of restricted stock units (3)		—		788		771
Weighted average diluted common shares outstanding		32,658		33,478		33,441

⁽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					Year Ended
	August 31, 2020			May 31, 2020		August 31, 2020
Net earnings (loss) attributable to Greenbrier	$	(103	)	$	27,772	$	48,967
ARI integration related costs, net of tax (1)		1,936			2,539		8,358
Severance expense, net of tax & noncontrolling interest (2)		3,636			4,803		12,867
Adjusted net earnings attributable to Greenbrier	$	5,469		$	35,114	$	70,192

⁽¹⁾ Net of tax of $620, $813, and $2,689, respectively.

⁽²⁾ Net of tax and noncontrolling interest of $2,283, $1,538 and $8,334, respectively.

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

	Three Months Ended				Year Ended
	August 31, 2020		May 31, 2020		August 31, 2020
Diluted earnings per share	$	0.00	$	0.83	$	1.46
ARI integration related costs, net of tax		0.06		0.08		0.26
Severance expense, net of tax & noncontrolling interest		0.10		0.14		0.38
Adjusted diluted earnings per share	$	0.16	$	1.05	$	2.10
Weighted average diluted shares used to calculate Adjusted diluted earnings per share		33,519		33,478		33,441

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Greenbrier Reports Fourth 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 “achieve,” “align,” “believe,” “continue,” “improve,” “maintain,” “target,” “will,” “working,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about backlog, future liquidity and cash flow, spending reductions, available borrowing capacity, lower capital expenditures, expected trends as well as other information regarding future performance and strategies and appear throughout this press release including in the headlines and the sections “Fourth Quarter Highlights” and “Business Update & Outlook.” These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following. (1) We are unable to predict when, how, or with what magnitude COVID-19 governmental reaction to the pandemic, and related economic disruptions will negatively impact our business: we may be prevented from operating our facilities; the operations of our customers may be disrupted increasing the likelihood that our customers may attempt to delay, defer or cancel orders, or cease to operate as going concerns; the operations of our suppliers may be disrupted; our indebtedness may increase; we may breach the covenants in our credit agreement; the market price of our common stock may drop or remain volatile; we may incur significant employee health care costs under our self-insurance programs. The longer the pandemic continues, the more likely that negative impacts on our business will occur, some of which we cannot now foresee. (2) Our backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation which may not occur. Customers may attempt to cancel or modify orders or refuse to accept and pay for products. The likelihood of cancellations, modifications, rejection and non-payment for our products generally increases during periods of market weakness. The timing of converting backlog to revenue is also materially impacted by our decision whether to lease railcars, sell railcars, or syndicate railcars with a lease attached to an investor. 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. 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	Oct. 23, 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	Oct. 23, 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