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8-K - FORM 8-K - GREENBRIER COMPANIES INCd331289d8k.htm

Exhibit 99.1

 

For release:   April 9, 2012, 6:00 a.m. EDT    Contact:  

Mark Rittenbaum

503-684-7000

Greenbrier Reports Strong Fiscal Second Quarter; Continues to Increase

Production

~EPS reaches $.57; Backlog of 12,500 units valued at $1.1 billion~

Lake Oswego, Oregon, April 9, 2012 – The Greenbrier Companies (NYSE: GBX) today reported results for its fiscal second quarter ended February 29, 2012.

Second Quarter Highlights

 

   

Revenues for the second quarter of 2012 were $458.2 million, up over 60% from $284.3 million in the prior year’s second quarter.

 

   

Adjusted EBITDA for the quarter was $40.1 million, or 8.7% of revenue, compared to $19.4 million, or 6.8% of revenue in the second quarter of 2011.

 

   

Net earnings attributable to Greenbrier (“net earnings”) for the quarter were $17.7 million, or $.57 per diluted share, compared to a net loss of $550,000, or $.02 per diluted share, in the same period last year.

 

   

New railcar deliveries in the second quarter of 2012 were 3,700 units, compared to 2,200 units in the second quarter of 2011.

 

   

During the second quarter of 2012, the Company received orders for 3,600 new railcars, over double the 1,600 orders received in the first quarter. Subsequent to quarter end, orders were received for 2,300 additional units valued at $270 million.

 

   

Greenbrier’s new railcar manufacturing backlog as of February 29, 2012 was 12,500 units with an estimated value of $1.1 billion, compared to 13,300 units with an estimated value of $1.1 billion as of November 30, 2011.

Discussion of Quarterly Results and Outlook

William A. Furman, President and Chief Executive Officer, said, “Our strong quarterly results were driven by revenue and margin growth in all of our business segments, as compared to both the second quarter of fiscal 2011 and the first quarter of fiscal 2012. We expect to continue to benefit from efficiencies of operating at higher volumes.”

Furman continued, “Manufacturing orders increased during the second quarter and remained robust during the first part of our current quarter. As a result of momentum across multiple railcar types, we continue to diversify our product mix. We remain optimistic that we are in the early phases of a broad-based recovery in the rail markets we serve.”


Segment Details

The Manufacturing segment consists of marine and new railcar production in Europe and North America. Manufacturing segment revenue for the second quarter was $320.2 million, compared to $156.6 million in the second fiscal quarter of 2011. This revenue increase was primarily due to increased new railcar demand which drove higher railcar deliveries. Current quarter deliveries totaled 3,700 units, compared to 2,200 units in the prior comparable period, as the Company added production lines and increased production rates on existing lines. Manufacturing gross margin for the second quarter was 9.2% of revenue, compared to 5.8% in the second quarter of 2011. The increase in margin is attributable to efficiencies gained by operating at higher production rates and more favorable customer pricing in the current period. As well, there were inefficiencies in the prior year associated with the ramping up of production at some of our facilities that were previously idle.

The Wheel Services, Refurbishment & Parts segment, which consists of a network of 40 locations, provides wheel services, repairs and refurbishes railcars, and provides railcar parts across North America. Revenue for this segment in the current quarter was $119.9 million, compared to $112.0 million in the second quarter of 2011. The increase of $7.9 million is primarily attributable to higher sales volumes in all three components of this segment, as well as an increase in scrap metal pricing. Gross margin for this segment was 11.1% of revenue, compared to 9.5% of revenue in the prior comparable period. The increase in margin as a percentage of revenue was primarily the result of efficiencies of operating at higher volumes and an increase in scrap metal pricing.

The Leasing & Services segment includes results from the Company-owned lease fleet of approximately 9,100 railcars and from fleet management services provided for approximately 216,000 railcars. Revenue for this segment was $18.1 million for the quarter, compared to $15.7 million in the same quarter last year. Leasing & Services gross margin for the quarter was 48.6% of revenue, compared to 44.4% of revenue in the same quarter last year. The increase in revenue and margin was primarily the result of increased lease fleet utilization, an increase in lease and management rates and higher rents earned on leased railcars for syndication. Lease fleet utilization as of the end of the quarter was 97.3%, compared to 95.9% as of February 28, 2011.

Gains on disposition of equipment in the current quarter were $2.7 million, compared to $2.0 million in the second quarter of 2011.

Selling and administrative costs were $25.0 million for the quarter, versus $17.7 million for the same quarter last year. The increase is primarily due to higher employee related costs, including an increase in headcount and incentive compensation, restoration of salary reductions taken during the down turn and merit increases.


Interest and foreign exchange expense was $6.6 million for the quarter, compared to $10.5 million for the same period in 2011. The current quarter benefited from lower interest rates from refinancing certain indebtedness, partially offset by higher borrowings under revolving lines of credit.

The tax rate for the quarter was 23.7%, whereas the estimated rate for the balance of the year is about 33%. The lower rate for the quarter is due to the release of certain valuation allowances in foreign jurisdictions.

Business Outlook

Based on current business trends, management expects that revenues and adjusted EBITDA will be higher in the second half of fiscal 2012, compared to the first half. The major drivers for the year will be continued momentum across all business segments, particularly the manufacturing segment, as the new freight car market continues to rebound.

Conference Call

The Greenbrier Companies will host a teleconference to discuss second quarter results. Teleconference details are as follows:

 

   

April 9, 2012

 

   

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. Following the call, a replay will be available on the same website for 30 days. Telephone replay will be available through April 28, 2012 at 1-203-369-1951.


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 40 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 9,100 railcars, and performs management services for approximately 216,000 railcars.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements, including statements regarding 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, production of new railcar types, 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, 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 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)

 

     February 29,
2012
     August 31,
2011
 

Assets

     

Cash and cash equivalents

   $ 40,666       $ 50,222   

Restricted cash

     2,249         2,113   

Accounts receivable, net

     177,544         188,443   

Inventories

     365,811         323,512   

Leased railcars for syndication

     79,681         30,690   

Equipment on operating leases, net

     322,811         321,141   

Property, plant and equipment, net

     165,700         161,200   

Goodwill

     137,066         137,066   

Intangibles and other assets, net

     85,155         87,268   
  

 

 

    

 

 

 
   $ 1,376,683       $ 1,301,655   
  

 

 

    

 

 

 

Liabilities and Equity

     

Revolving notes

   $ 101,446       $ 90,339   

Accounts payable and accrued liabilities

     340,328         316,536   

Deferred income taxes

     89,623         83,839   

Deferred revenue

     1,230         5,900   

Notes payable

     428,454         429,140   
  

 

 

    

 

 

 

Total equity Greenbrier

     399,788         361,573   

Noncontrolling interest

     15,814         14,328   
  

 

 

    

 

 

 

Total equity

     415,602         375,901   
  

 

 

    

 

 

 
   $ 1,376,683       $ 1,301,655   
  

 

 

    

 

 

 


THE GREENBRIER COMPANIES, INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts, unaudited)

 

     Three Months Ended     Six Months Ended  
     February 29,
2012
    February 28,
2011
    February 29,
2012
    February 28,
2011
 

Revenue

        

Manufacturing

   $ 320,206      $ 156,621      $ 582,863      $ 242,062   

Wheel Services, Refurbishment & Parts

     119,894        112,015        237,643        207,282   

Leasing & Services

     18,086        15,703        35,879        33,930   
  

 

 

   

 

 

   

 

 

   

 

 

 
     458,186        284,339        856,385        483,274   

Cost of revenue

        

Manufacturing

     290,851        147,552        527,040        227,300   

Wheel Services, Refurbishment & Parts

     106,554        101,413        212,445        187,824   

Leasing & Services

     9,295        8,725        18,958        17,845   
  

 

 

   

 

 

   

 

 

   

 

 

 
     406,700        257,690        758,443        432,969   

Margin

     51,486        26,649        97,942        50,305   

Selling and administrative

     24,979        17,693        48,214        35,632   

Gain on disposition of equipment

     (2,654     (1,962     (6,312     (4,471
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from operations

     29,161        10,918        56,040        19,144   

Other costs

        

Interest and foreign exchange

     6,630        10,536        12,014        20,839   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates

     22,531        382        44,026        (1,695

Income tax benefit (expense)

     (5,348     (100     (13,144     512   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) before earnings (loss) from unconsolidated affiliates

     17,183        282        30,882        (1,183

Earnings (loss) from unconsolidated affiliates

     72        (575     (300     (1,162
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)

     17,255        (293     30,582        (2,345

Net (earnings) loss attributable to noncontrolling interest

     415        (257     1,604        (509
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss) attributable to Greenbrier

   $ 17,670      $ (550   $ 32,186      $ (2,854 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per common share

   $ 0.66      $ (0.02   $ 1.23      $ (0.13

Diluted earnings (loss) per common share

   $ 0.57      $ (0.02   $ 1.04      $ (0.13

Weighted average common shares:

        

Basic

     26,683        23,310        26,073        22,030   

Diluted

     33,668        23,310        33,528        22,030   


THE GREENBRIER COMPANIES, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands, unaudited)

 

     Six Months Ended  
     February 29,
2012
    February 28,
2011
 

Cash flows from operating activities

    

Net income (loss)

   $ 30,582      $ (2,345

Adjustments to reconcile net income (loss) to net cash used in operating activities:

    

Deferred income taxes

     5,828        4,669   

Depreciation and amortization

     20,322        18,626   

Gain on sales of leased equipment

     (6,312     (2,594

Accretion of debt discount

     1,599        3,620   

Stock based compensation expense

     3,490        2,554   

Other

     3,759        55   

Decrease (increase) in assets:

    

Accounts receivable

     8,898        (24,360

Inventories

     (43,751     (44,563

Leased railcars for syndication

     (52,925     (49,329

Other

     (603     4,393   

Increase (decrease) in liabilities:

    

Accounts payable and accrued liabilities

     25,854        43,006   

Deferred revenue

     (4,657     (5,477
  

 

 

   

 

 

 

Net cash used in operating activities

     (7,916     (51,745
  

 

 

   

 

 

 

Cash flows from investing activities

    

Proceeds from sales of equipment

     20,058        13,752   

Investment in and net advances to unconsolidated affiliates

     70        (279

Decrease (increase) in restricted cash

     (136     598   

Capital expenditures

     (35,713     (30,132

Other

     22        43   
  

 

 

   

 

 

 

Net cash used in investing activities

     (15,699     (16,018
  

 

 

   

 

 

 

Cash flows from financing activities

    

Net change in revolving notes with maturities of 90 days or less

     (18,716     (2,888

Proceeds from revolving notes with maturities longer than 90 days

     46,646        10,000   

Repayments of revolving notes with maturities longer than 90 days

     (15,818     —     

Net proceeds from issuance of notes payable

     2,500        —     

Repayments of notes payable

     (4,784     (2,323

Gross proceeds from equity offering

     —          63,180   

Expenses from equity offering

     —          (405

Other

     —          26   
  

 

 

   

 

 

 

Net cash provided by financing activities

     9,828        67,590   
  

 

 

   

 

 

 

Effect of exchange rate changes

     4,231        398   

Increase (decrease) in cash and cash equivalents

     (9,556     225   

Cash and cash equivalents

    

Beginning of period

     50,222        98,864   
  

 

 

   

 

 

 

End of period

   $ 40,666      $ 99,089   
  

 

 

   

 

 

 


THE GREENBRIER COMPANIES, INC.

Supplemental Disclosure

Reconciliation of Net Earnings (loss) attributable to Greenbrier to Adjusted EBITDA (1)

(In thousands, unaudited)

 

     Three Months Ended     Six Months Ended  
     February 29,
2012
     February 28,
2011
    February 29,
2012
     February 28,
2011
 

Net earnings (loss) attributable to Greenbrier

   $ 17,670       $ (550   $ 32,186       $ (2,854

Interest and foreign exchange

     6,630         10,536        12,014         20,839   

Income tax expense (benefit)

     5,348         100        13,144         (512

Depreciation and amortization

     10,433         9,307        20,322         18,626   
  

 

 

    

 

 

   

 

 

    

Adjusted EBITDA

   $ 40,081       $ 19,393      $ 77,666       $ 36,099   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(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 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.

Calculation of Earnings (Loss) Per Share

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

 

(In thousands)    Three Months Ended      Six Months Ended  
     February 29,
2012
     February 28,
2011
     February 29,
2012
     February 28,
2011
 

Weighted average basic common shares outstanding (1)

     26,683         23,310         26,073         22,030   

Dilutive effect of employee stock options (2)

     —           —           —           —     

Dilutive effect of warrants (3)

     940         —           1,410         —     

Dilutive effect of convertible notes (4)

     6,045         —           6,045         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average diluted common shares outstanding

     33,668         23,310         33,528         22,030   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Restricted stock grants are treated as outstanding when issued and are included in weighted average basic common shares outstanding when the Company is in a net earnings position. Shares outstanding exclude 1.1 million shares of unvested restricted stock for the three and six months ended February 28, 2011 due to a net loss.

(2) 

There were no options outstanding for the three and six months ended February 29, 2012. The dilutive effect of options was excluded from the share calculation for the three and six months ended February 28, 2011 due to a net loss.

(3) 

The dilutive effect of warrants to purchase 3.4 million shares was excluded from the share calculation for the three and six months ended February, 2011 due to a net loss.

(4) 

The dilutive effect of the 2018 Convertible notes are included as they were considered dilutive under the “if converted” method as further discussed below. The dilutive effect of the 2026 Convertible notes was excluded from the share calculations as the stock price for each period presented was less than the initial conversion price of $48.05 and therefore considered anti-dilutive.

Dilutive EPS for the three and six months ended February 29, 2012 was calculated using the more dilutive of two approaches. The first approach includes the dilutive effect of outstanding warrants and shares underlying the 2026 Convertible notes in the share count using the treasury stock method (see footnote 2 above). The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted method” debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the 6,045 shares underlying the convertible notes. The 2026 Convertible notes would only be included in the calculation of both approaches if the current stock price is greater than the initial conversion price of $48.05 using the treasury stock method.

 

     Three Months Ended
February 29, 2012
    Six Months Ended
February 29, 2012
 

Net earnings attributable to Greenbrier

   $ 17,670      $ 32,186   

Add back:

    

Interest and debt issuance costs on the 2018 Convertible notes, net of tax

     1,376        2,766   
  

 

 

   

 

 

 

Earnings before interest and debt issuance costs on convertible notes

   $ 19,046      $ 34,952   
  

 

 

   

 

 

 

Weighted average diluted common shares outstanding

     33,668        33,528   

Diluted earnings per share

   $ 0.57 (1)    $ 1.04 (1) 

 

(1) 

Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs on convertible notes

Weighted average diluted common shares outstanding

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