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8-K - FORM 8-K - GREENBRIER COMPANIES INCv59578e8vk.htm
Exhibit 99.1
         
For release: July 8, 2011, 6:00 am EDT
  Contact:   Mark Rittenbaum
 
      503-684-7000
Greenbrier Reports Fiscal Third Quarter 2011 Results; Concludes New Revolving Credit Facility
Lake Oswego, Oregon, July 8, 2011 — The Greenbrier Companies [NYSE:GBX] today reported results for its fiscal third quarter ended May 31, 2011.
Third Quarter Highlights
Financial Highlights:
    Revenues for the third quarter of 2011 were $317 million, up from $207 million in the prior year’s third quarter.
 
    Adjusted EBITDA for the quarter was $25.7 million, or 8.1% of revenues, compared to $25.9 million, or 12.5% of revenues in the third quarter of 2010.
 
    Net loss for the quarter was $3.3 million or $0.14 per diluted share, compared to net earnings of $4.6 million, or $0.23 per diluted share, in the prior year’s third quarter. 1
 
    Excluding a one-time charge of $10.0 million pre-tax, $6.0 million after-tax, for costs associated with the retirement of $235 million of senior unsecured notes during the quarter, net earnings were $2.7 million, or $0.10 per share.
Liquidity Summary:
    The Company ended the quarter with $34.3 million of cash and $112.2 million of committed additional borrowing capacity.
 
    Greenbrier extended debt maturity dates, lowered its interest costs, and increased its liquidity through:
  Ø   the sale during the quarter of $230 million of 3.5% senior convertible notes due 2018, and
 
  Ø   a five-year, $245 million revolving line of credit, which closed on June 30, 2011, and replaces the $100 million credit facility that would have matured November 2011. In connection with this financing, Greenbrier fully repaid $72 million outstanding under its term loan due June 2012 with affiliates of WL Ross & Co. LLC.
Railcar Deliveries and Backlog:
    New railcar deliveries in the third quarter of 2011 were 2,200 units, compared to 700 units in the third quarter of 2010.
 
    Greenbrier’s new railcar manufacturing backlog as of May 31, 2011 was 13,600 units with an estimated value of $1.05 billion, compared to 9,500 units valued at $720 million at February 28, 2011.
 
1   Net earnings (loss) is now referred to in the Consolidated Statements of Operations, in accordance with GAAP, as “Net earnings (loss) attributable to controlling interest”.

 


 

Discussion of Quarterly Results and Outlook
     William A. Furman, president and chief executive officer, said, “As anticipated, we returned to profitability during the quarter, excluding the one-time charge associated with retiring our $235 million senior unsecured notes. However, these results did not fully meet our expectations, principally due to a temporary shortage of castings in North America and a temporary delay in certification of railcars in Europe, which dampened new railcar deliveries by about 300 units. In addition, about $2 million of certain other non-recurring general & administrative costs were incurred during the third quarter.”
     Furman added, “Business momentum continues in what we believe is the early stage of an upturn in the markets we serve. Revenue in our Manufacturing and Wheel Services, Refurbishment & Parts segments and lease rates on our lease fleet have grown for the third consecutive quarter, driven by stronger demand for our products and services. Business visibility continues to improve, particularly in new railcar manufacturing, where we are experiencing a cyclical recovery and benefitting from the strength of our diversified and expanded product portfolio and the ramping up of additional capacity. Since the beginning of our fiscal year, we have received new railcar orders for over 14,000 units, 6,400 of which were received during the third quarter. We are also on track with our plans to open an additional production line in July 2011 that will provide more capacity and a lower cost manufacturing footprint. We currently expect to deliver around 9,300 new railcars in fiscal 2011.”
     Furman concluded, “We remain on track to achieve our fiscal 2011 objectives. In the fourth quarter, we will continue to focus on expanding gross margins, improving working capital usage and operational efficiencies, meeting increased demand and enhancing our leasing platform. We expect to produce increased earnings leverage as we continue to benefit from operating at higher plant utilization levels, and achieve economies of scale. Our recent debt refinancing strengthened our balance sheet and will save us over $10 million in annual pre-tax interest expense.”
Segment Details
     The Manufacturing segment consists of marine and new railcar production in Europe and North America. Manufacturing segment revenue for the third quarter was $173.5 million, compared to $77.9 million in the third quarter of 2010. The revenue increase was primarily due to higher railcar deliveries, somewhat offset by a change in railcar product mix with lower per unit sales prices. New railcar deliveries in the current quarter were 2,200 units, up from 700 units in the same quarter last year. Manufacturing gross margin for the third quarter was 8.5% of revenues, compared to 11.5% in the third quarter of 2010. The gross margin decline was due principally to a

 


 

marine and new railcar product mix which had less favorable pricing, as the prior period contained multi-year contracts entered into prior to the downturn, Although the current quarter benefitted from economies of operating at higher production levels, margins were impacted by inefficiencies associated with temporary shortages of castings.
     The Wheel Services, Refurbishment & Parts segment, consisting of a network of 38 locations, repairs and refurbishes railcars and provides wheel services and railcar parts across North America. Revenue for this segment in the current quarter was $126.3 million, compared to $111.2 million in the third quarter of 2010. The revenue increase was primarily due to higher sales volumes, principally related to the Company’s wheel service business, a product mix with a higher average sales price and metal scrapping programs that were just ramping up in the prior comparable period. Gross margin for the Wheel Services, Refurbishment & Parts segment was 12.0% of revenues, compared to 13.1% of revenues in the same quarter last year. The decrease was primarily the result of a change in product mix and higher freight costs associated with severe weather at some of our locations.
     The Leasing & Services segment includes results from the Company-owned lease fleet of approximately 9,000 railcars and from fleet management services provided for approximately 214,000 railcars. Revenue for this segment was $17.5 million, compared to $18.3 million in the same quarter last year. Leasing & Services’ gross margin for the quarter was 47.0% of revenues, compared to 45.8% of revenues in the same quarter last year. The increase was primarily a result of higher rents earned on leased railcars for syndication, partially offset by the discontinuation of a certain management services contract. Lease fleet utilization was 96.8%, compared to 94.5% in the same period last year.
     Selling and administrative costs were $22.6 million for the quarter, or 7.1% of revenues, versus $17.5 million, or 8.4% of revenues, for the same quarter last year. The increase was primarily due to employee-related costs which include the partial restoration of previous salary reductions taken during the downturn and increases in incentive compensation, revenue-based fees paid to our joint venture partner in Mexico due to both higher activity levels and a contractual increase in fee percentages, and higher research and development costs associated with our manufacturing products.
     Gains on disposition of equipment, previously included in revenue, were $1.7 million for the quarter, compared to $4.0 million for the same quarter last year. The current quarter includes a $.3 million gain from disposition of leased assets and $1.4 million from insurance proceeds related to the January 2009 fire at one of our wheel facilities. The prior comparable period includes a $3.1 million gain from disposition of leased assets and $0.9 million from insurance proceeds related to

 


 

the 2009 fire. Assets from Greenbrier’s lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions, manage risk and maintain liquidity.
     Interest and foreign exchange expense was $9.8 million for the quarter, compared to $10.8 million for the same period in 2010. During the quarter, $235 million of senior unsecured loans at 83/8% were repaid and replaced with $230.0 million of convertible debt at 3.5%.
Liquidity Update
     During the quarter, the Company enhanced and optimized its balance sheet, cash flow and liquidity through the sale of $230 million of 3.5% senior convertible notes due 2018, which were convertible into shares of Greenbrier common stock at an initial conversion price of $38.05 per share. The proceeds were used to fully retire $235 million of outstanding 8 3/8% Senior Notes due 2015. The difference in cash interest expense between the newly issued notes and the retired notes will be over $10 million annually. A charge of $10.0 million was recorded to Other costs during the third quarter for the write-off of unamortized debt acquisition costs, prepayment premiums and other costs associated with the full retirement of the $235 million senior unsecured notes.
     Subsequent to quarter end, Greenbrier completed the refinancing of its North American credit facility and fully repaid $72 million outstanding under a term loan due June 2012. The new facility is a five-year, $245 million revolving line of credit maturing June 30, 2016. Borrowings under the facility currently bear interest at Libor + 2.50%. During the fourth quarter, the Company expects to take a one-time charge of about $6 million, pre-tax, related to the early retirement of the term loan and revolving line of credit.
     As a result of these refinancings, the Company extended its average loan maturity date from three to five years and added nearly $75 million of liquidity and borrowing capacity. As previously noted, the Company will also realize $10 million per annum in cash interest savings.
Business Outlook
     Based on current business trends, management continues to anticipate that both revenues and Adjusted EBITDA will be higher in the fourth quarter than the third quarter of 2011. Management anticipates the Company will continue to be profitable in the fourth quarter of the year and for the year as a whole, excluding any one-time charges associated with the early retirement of debt. Profitability will be driven by continued new railcar delivery momentum, production efficiencies, an optimized balance sheet and anticipated higher wheel services and repair volumes.

 


 

Conference Call
     The Greenbrier Companies will host a teleconference to discuss third quarter results. Teleconference details are as follows:
    Friday, July 8, 2011
 
    8:00 am 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. Following the call, a replay will be available on the same website for 30 days. Telephone replay will be available through July 23 at 402-220-2146.
About Greenbrier Companies
      Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in its three manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 38 locations across North America. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 9,000 railcars, and performs management services for approximately 214,000 railcars.
     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements, including statements regarding the Company’s anticipated use of proceeds from its convertible notes offering, expected new railcar production volumes and schedules, expected customer demand for the Company’s products and services, plans to increase manufacturing capacity, new railcar delivery volumes and schedules, growth in demand for the Company’s railcar services and parts business, and the Company’s future financial performance. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “contemplates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” and similar expressions to identify forward-looking statements. 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 in the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog is not indicative of our financial results; turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2011, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.
     Adjusted EBITDA is not a financial measure under generally accepted accounting principles (GAAP). We define Adjusted EBITDA as earnings (loss) attributable to Greenbrier before gain (loss) on extinguishment

 


 

of debt, interest and foreign exchange, income tax expense (benefit), depreciation and amortization. Adjusted EBITDA is a performance measurement tool commonly used by rail supply companies and Greenbrier. You should not consider Adjusted EBITDA in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure presented may differ from and may not be comparable to similarly titled measures used by other companies.

 


 

THE GREENBRIER COMPANIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, unaudited)
                 
    May 31,     August 31,  
    2011     2010  
Assets
               
Cash and cash equivalents
  $ 34,302     $ 98,864  
Restricted cash
    2,217       2,525  
Accounts receivable, net
    143,491       89,252  
Inventories
    289,740       204,626  
Leased railcars for syndication
    58,316       12,804  
Equipment on operating leases, net
    314,106       302,663  
Investment in direct finance leases
    123       1,795  
Property, plant and equipment, net
    150,091       132,614  
Goodwill
    137,066       137,066  
Intangibles and other assets
    88,290       90,679  
 
           
 
  $ 1,217,742     $ 1,072,888  
 
           
 
               
Liabilities and Equity
               
Revolving notes
  $ 13,897     $ 2,630  
Accounts payable and accrued liabilities
    261,361       181,638  
Deferred income taxes
    75,860       81,136  
Deferred revenue
    5,821       11,377  
Notes payable
    496,828       498,700  
 
Total equity Greenbrier
    351,456       285,938  
Noncontrolling interest
    12,519       11,469  
 
           
Total equity
    363,975       297,407  
 
           
 
  $ 1,217,742     $ 1,072,888  
 
           

 


 

THE GREENBRIER COMPANIES, INC.
Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    May 31,     May 31,  
    2011     2010     2011     2010  
Revenue
                               
Manufacturing
  $ 173,487     $ 77,877     $ 415,548     $ 226,020  
Wheel Services, Refurbishment & Parts
    126,317       111,242       333,600       297,870  
Leasing & Services
    17,476       18,312       51,406       53,550  
 
                       
 
    317,280       207,431       800,554       577,440  
 
                               
Cost of revenue
                               
Manufacturing
    158,674       68,931       385,974       206,386  
Wheel Services, Refurbishment & Parts
    111,202       96,725       299,026       263,398  
Leasing & Services
    9,254       9,931       27,099       31,638  
 
                       
 
    279,130       175,587       712,099       501,422  
 
                               
Margin
    38,150       31,844       88,455       76,018  
 
Selling and administrative
    22,580       17,519       58,212       50,686  
Gain on disposition of equipment
    (1,678 )     (4,024 )     (6,148 )     (5,659 )
 
                       
Earnings from operations
    17,248       18,349       36,391       30,991  
 
                               
Other costs
                               
Interest and foreign exchange
    9,807       10,811       30,646       34,328  
Loss (gain) on extinguishment of debt
    10,007       (1,275 )     10,007       (1,275 )
 
                       
Earnings (loss) before income taxes and loss from unconsolidated affiliates
    (2,566 )     8,813       (4,262 )     (2,062 )
Income tax benefit (expense)
    301       (2,418 )     812       1,025  
 
                       
Earnings (loss) before loss from unconsolidated affiliates
    (2,265 )     6,395       (3,450 )     (1,037 )
 
                               
Loss from unconsolidated affiliates
    (539 )     (318 )     (1,700 )     (632 )
 
                       
 
                               
Net earnings (loss)
    (2,804 )     6,077       (5,150 )     (1,669 )
Net earnings attributable to noncontrolling interest
    (510 )     (1,514 )     (1,019 )     (1,764 )
 
                       
 
                               
Net earnings (loss) attributable to Greenbrier
  $ (3,314 )   $ 4,563     $ (6,169 )   $ (3,433 )
 
                       
Basic earnings (loss) per common share
  $ (0.14 )   $ 0.25     $ (0.27 )   $ (0.20 )
 
                               
Diluted earnings (loss) per common share
  $ (0.14 )   $ 0.23     $ (0.27 )   $ (0.20 )
 
                               
Weighted average common shares:
                               
 
                               
Basic
    24,127       18,220       22,893       17,477  
Diluted
    24,127       20,058       22,893       17,477  

 


 

THE GREENBRIER COMPANIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
                 
    Nine Months Ended  
    May 31,  
    2011     2010  
Cash flows from operating activities
               
Net loss
  $ (5,150 )   $ (1,669 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Deferred income taxes
    (5,276 )     17,084  
Depreciation and amortization
    28,174       27,967  
Gain on sales of equipment
    (2,901 )     (4,032 )
Accretion of debt discount
    5,446       6,701  
Stock based compensation expense
    4,961       4,264  
Loss (gain) on extinguishment of debt (non-cash portion)
    2,868       (1,275 )
Other
    91       (1,467 )
Decrease (increase) in assets:
               
Accounts receivable
    (51,427 )     (1,615 )
Inventories
    (83,293 )     (27,195 )
Leased railcars for syndication
    (48,465 )     10,504  
Other
    5,834       3,428  
Increase (decrease) in liabilities:
               
Accounts payable and accrued liabilities
    77,273       11,352  
Deferred revenue
    (5,442 )     (7,824 )
 
           
Net cash provided by (used in) operating activities
    (77,307 )     36,223  
 
           
Cash flows from investing activities
               
Principal payments received under direct finance leases
    52       358  
Proceeds from sales of equipment
    14,179       14,794  
Investment in and advances to unconsolidated affiliates
    (979 )     (650 )
Contract placement fee
          (6,050 )
Decrease (increase) in restricted cash
    308       (632 )
Capital expenditures
    (59,689 )     (28,266 )
 
           
Net cash used in investing activities
    (46,129 )     (20,446 )
 
           
Cash flows from financing activities
               
Net change in revolving notes with maturities of 90 days or less
    3,694       (7,828 )
Proceeds from revolving notes with maturities longer than 90 days
    13,373       5,698  
Repayments of revolving notes with maturities longer than 90 days
    (6,194 )      
Proceeds from issuance of notes payable
    231,250       1,821  
Debt issuance costs
    (7,857 )     (109 )
Repayments of notes payable
    (238,569 )     (28,357 )
Gross proceeds from equity offering
    63,180       56,250  
Expenses from equity offering
    (420 )     (3,525 )
Other
    26       29  
 
           
Net cash provided by financing activities
    58,483       23,979  
 
           
Effect of exchange rate changes
    391       652  
Increase (decrease) in cash and cash equivalents
    (64,562 )     40,408  
Cash and cash equivalents
               
Beginning of period
    98,864       76,187  
 
           
End of period
  $ 34,302     $ 116,595  
 
           

 


 

THE GREENBRIER COMPANIES, INC.
Supplemental Disclosure
Reconciliation of Net loss attributable to Greenbrier to Adjusted EBITDA
(1)
(In thousands, unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    May 31,     May 31,  
    2011     2010     2011     2010  
Net earnings (loss) attributable to Greenbrier
  $ (3,314 )   $ 4,563     $ (6,169 )   $ (3,433 )
Loss (gain) on extinguishment of debt
    10,007       (1,275 )     10,007       (1,275 )
Interest and foreign exchange
    9,807       10,811       30,646       34,328  
Income tax expense (benefit)
    (301 )     2,418       (812 )     (1,025 )
Depreciation and amortization
    9,548       9,351       28,174       27,967  
 
                       
Adjusted EBITDA
  $ 25,747     $ 25,868     $ 61,846     $ 56,562  
 
                       
 
(1)   Adjusted EBITDA is not a financial measure under generally accepted accounting principles (GAAP). We define Adjusted EBITDA as earnings (loss) attributable to Greenbrier before loss (gain) on extinguishment of debt, interest and foreign exchange, income tax expense (benefit), depreciation and amortization. Adjusted EBITDA is a performance measurement tool commonly used by rail supply companies and Greenbrier. You should not consider Adjusted EBITDA in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure presented may differ from and may not be comparable to similarly titled measures used by other companies.