UNITED STATES

SECURITIESshellSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the quarterly period ended February 28,29, 20232024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from ______ to ______

 

Commission File No. 1-13146

 

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Oregon

93-0816972

(State of Incorporation)

(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)

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

The number of shares of the registrant’s common stock, without par value, outstanding on April 5, 20231, 2024 was 31,922,93731,130,943 shares.

 

 

 

 

 


 

FORM 10-Q

 

Table of Contents

 

 

 

Page

 

Forward-Looking Statements

3

PART I.

FINANCIAL INFORMATION

54

   Item 1.

Condensed Consolidated Financial Statements

54

 

Condensed Consolidated Balance Sheets

54

 

Condensed Consolidated Statements of Income

65

 

Condensed Consolidated Statements of Comprehensive Income

76

 

Condensed Consolidated Statements of Equity

87

 

Condensed Consolidated Statements of Cash Flows

98

 

Notes to Condensed Consolidated Financial Statements

109

   Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2523

   Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4542

   Item 4.

Controls and Procedures

4542

PART II.

OTHER INFORMATION

4643

   Item 1.

Legal Proceedings

4643

   Item 1A.

Risk Factors

4643

   Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4643

   Item 5.

Other Information

43

   Item 6.

Exhibits

4744

 

Signatures

4845

 

 

 

 

 

2


 


Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements, other than statements of historical fact included in this report, concerning our plans, objectives, goals, strategies, future events, future performance, financing needs, plans or intentions relating to business trends and other information referred to under "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. We use words such “affect,” “anticipate,” “assume,” “backlog,” “be,” “believe,” “commit,” “can,” “contingent,” “continue,” “could,” “due to,” “estimate,” “expect,” “future,” “identify,” “intend,” “likely,” “may,” “optimism,“ongoing,” “opinion,” “optimize,” “plan,” “potential,” “trend,” “realize,” “result,” “seek,” “should,” “strategy,” “will,” “would,” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance.

 

Forward-looking statements are based on our current expectations and beliefs and on currently available operating, financial and market information and are subject to various risks and uncertainties, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations and beliefs are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations or beliefs will result or be achieved and actual future results and trends may differ materially from what is expressed in or indicated by the forward-looking statements.

 

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and important factors include but are not limited to the following:
 

an economic downturn or economic uncertainty;
shortages of skilled labor, increased labor costs, or a failure to maintain good relations with our workforce;
price volatility for supplies to our business as well as goods and services in our industry;
mismatch of supply and demand, interruptions of supply lines, inefficient or overloaded logistics platforms, among other factors which may cause the markets for the inputs to our business to fail to operate effectively or efficiently;
inflation, including wage inflationundertaking and a rise in prices for energy and other inputs;management of capital expenditures;
monetarycreation, implementation and other policy interventions by governments and central banks, including the increaseuse of interest rates;information technology systems;
shortages of skilled labor, increased labor costs, or a failure to maintain good relations with our workforce;
impacts from international conflicts or other geopolitical events, including the war in Ukraine;
changes in demand for our railcar equipmentcybersecurity threats and services;incidents;
equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities;
monetary and other policy interventions by governments and central banks, including the COVID-19 coronavirus pandemic, the governmental reaction to COVID-19 and the related significant global volatility in general economic activity;increase of interest rates;
being prevented from operatingchanges in demand for our manufacturing facilities, maintenance shops, wheel shops or other worksites due to the illness of our employees, “stay-at-home” regulations,railcar equipment and employee reluctance to appear for work for many different reasons including the implementation of any government-imposed vaccination or testing mandates;services;
changes in our product mix or revenue due to shifts in demand;
the cyclical nature of our business;
the loss of, or reduction of, business from one or more of our limited number of customers;
impacts from international conflicts or other geopolitical events, including the war in Ukraine;
our ability to realize the anticipated benefits of our enhanced leasing strategy;
inflation, including wage inflation and a rise in prices for energy and other inputs;
a decline in performance, or increase in efficiency, of the rail freight industry;
risks related to our operations outside of the United States (U.S.) including enforcement actions by regulators related to tax, environmental, labor, safety, or other regulations;
governmental policy changes impacting international trade and corporate tax;

3


a material delay in the movement of our products to customer delivery points; and
our inability to lease railcars at satisfactory rates, remarket leased railcars on favorable terms upon lease termination, or realize the expected residual values for end of life railcars due to changes in scrap prices.prices; and
the COVID-19 coronavirus pandemic, the governmental reaction to COVID-19 and the related significant global volatility in general economic activity.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including the risks, uncertainties and factors described in more detail in Part I Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K and our subsequent Quarterly Report on Form 10-Q which are incorporated herein by reference. You should evaluate all forward-looking statements made in this report in the context of these risks, uncertainties and factors. You are cautioned not to place undue reliance on any 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. All references to years refer to the fiscal years ended August 31st unless otherwise noted.

43


 

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets

(In millions, except number of shares which are reflected in thousands, unaudited)

 

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

379.9

 

 

$

543.0

 

 

$

252.0

 

 

$

281.7

 

Restricted cash

 

 

19.7

 

 

 

16.1

 

 

 

20.0

 

 

 

21.0

 

Accounts receivable, net

 

 

571.5

 

 

 

501.2

 

 

 

519.1

 

 

 

529.9

 

Income tax receivable

 

 

22.4

 

 

 

39.8

 

 

 

20.9

 

 

 

42.2

 

Inventories

 

 

910.6

 

 

 

815.3

 

 

 

827.0

 

 

 

823.6

 

Leased railcars for syndication

 

 

102.5

 

 

 

111.1

 

 

 

134.4

 

 

 

187.4

 

Equipment on operating leases, net

 

 

891.8

 

 

 

770.9

 

 

 

1,160.5

 

 

 

1,000.0

 

Property, plant and equipment, net

 

 

618.4

 

 

 

645.2

 

 

 

636.1

 

 

 

619.2

 

Investment in unconsolidated affiliates

 

 

83.4

 

 

 

92.5

 

 

 

90.0

 

 

 

88.7

 

Intangibles and other assets, net

 

 

224.0

 

 

 

189.1

 

 

 

255.6

 

 

 

255.8

 

Goodwill

 

 

128.3

 

 

 

127.3

 

 

 

128.0

 

 

 

128.9

 

 

$

3,952.5

 

 

$

3,851.5

 

 

$

4,043.6

 

 

$

3,978.4

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

Revolving notes

 

$

310.3

 

 

$

296.6

 

 

$

300.8

 

 

$

297.1

 

Accounts payable and accrued liabilities

 

 

722.6

 

 

 

725.1

 

 

 

649.3

 

 

 

743.5

 

Deferred income taxes

 

 

70.2

 

 

 

68.6

 

 

 

79.7

 

 

 

114.1

 

Deferred revenue

 

 

73.0

 

 

 

35.3

 

 

 

81.5

 

 

 

46.2

 

Notes payable, net

 

 

1,327.0

 

 

 

1,269.1

 

 

 

1,421.8

 

 

 

1,311.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently redeemable noncontrolling interest

 

 

27.5

 

 

 

27.7

 

 

 

56.0

 

 

 

55.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Greenbrier

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock - without par value; 25,000 shares
authorized;
none outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Common stock - without par value; 50,000 shares
authorized;
32,262 and 32,603 shares outstanding at
February 28, 2023 and August 31, 2022

 

 

 

 

 

 

Common stock - without par value; 50,000 shares
authorized;
31,131 and 30,880 shares outstanding at
February 29, 2024 and August 31, 2023

 

 

 

 

 

 

Additional paid-in capital

 

 

403.0

 

 

 

424.8

 

 

 

366.1

 

 

 

364.4

 

Retained earnings

 

 

896.0

 

 

 

897.7

 

 

 

942.7

 

 

 

897.5

 

Accumulated other comprehensive loss

 

 

(21.7

)

 

 

(45.6

)

 

 

(8.9

)

 

 

(7.3

)

Total equity – Greenbrier

 

 

1,277.3

 

 

 

1,276.9

 

 

 

1,299.9

 

 

 

1,254.6

 

Noncontrolling interest

 

 

144.6

 

 

 

152.2

 

 

 

154.6

 

 

 

155.6

 

Total equity

 

 

1,421.9

 

 

 

1,429.1

 

 

 

1,454.5

 

 

 

1,410.2

 

 

$

3,952.5

 

 

$

3,851.5

 

 

$

4,043.6

 

 

$

3,978.4

 

 

The accompanying notes are an integral part of these financial statements

54


 

Condensed Consolidated Statements of Income

(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)

 

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

 

Three Months Ended

 

 

Six Months Ended

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

968.6

 

 

$

555.7

 

 

$

1,615.1

 

 

$

1,008.2

 

 

$

735.8

 

 

$

968.6

 

 

$

1,411.7

 

 

$

1,615.1

 

Maintenance Services

 

 

98.0

 

 

 

86.6

 

 

 

183.5

 

 

 

159.0

 

 

 

75.2

 

 

 

98.0

 

 

 

159.0

 

 

 

183.5

 

Leasing & Management Services

 

 

55.4

 

 

 

40.5

 

 

 

89.9

 

 

 

66.3

 

 

 

51.7

 

 

 

55.4

 

 

 

100.8

 

 

 

89.9

 

 

 

1,122.0

 

 

 

682.8

 

 

 

1,888.5

 

 

 

1,233.5

 

 

 

862.7

 

 

 

1,122.0

 

 

 

1,671.5

 

 

 

1,888.5

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

901.2

 

 

 

535.0

 

 

 

1,505.7

 

 

 

956.6

 

 

 

656.2

 

 

 

901.2

 

 

 

1,257.1

 

 

 

1,505.7

 

Maintenance Services

 

 

89.6

 

 

 

81.7

 

 

 

169.2

 

 

 

152.9

 

 

 

69.2

 

 

 

89.6

 

 

 

140.8

 

 

 

169.2

 

Leasing & Management Services

 

 

14.4

 

 

 

11.3

 

 

 

27.3

 

 

 

21.6

 

 

 

15.1

 

 

 

14.4

 

 

 

30.1

 

 

 

27.3

 

 

 

1,005.2

 

 

 

628.0

 

 

 

1,702.2

 

 

 

1,131.1

 

 

 

740.5

 

 

 

1,005.2

 

 

 

1,428.0

 

 

 

1,702.2

 

Margin

 

 

116.8

 

 

 

54.8

 

 

 

186.3

 

 

 

102.4

 

 

 

122.2

 

 

 

116.8

 

 

 

243.5

 

 

 

186.3

 

Selling and administrative expense

 

 

59.0

 

 

 

54.7

 

 

 

112.4

 

 

 

99.0

 

 

 

63.6

 

 

 

59.0

 

 

 

119.9

 

 

 

112.4

 

Net gain on disposition of equipment

 

 

(9.6

)

 

 

(25.1

)

 

 

(12.9

)

 

 

(33.6

)

 

 

(4.9

)

 

 

(9.6

)

 

 

(4.8

)

 

 

(12.9

)

Impairment of long-lived assets

 

 

 

 

 

 

 

 

24.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.2

 

Earnings from operations

 

 

67.4

 

 

 

25.2

 

 

 

62.6

 

 

 

37.0

 

 

 

63.5

 

 

 

67.4

 

 

 

128.4

 

 

 

62.6

 

Other costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and foreign exchange

 

 

21.6

 

 

 

11.8

 

 

 

41.2

 

 

 

24.4

 

 

 

24.6

 

 

 

21.6

 

 

 

47.8

 

 

 

41.2

 

Earnings before income tax and earnings from unconsolidated affiliates

 

 

45.8

 

 

 

13.4

 

 

 

21.4

 

 

 

12.6

 

 

 

38.9

 

 

 

45.8

 

 

 

80.6

 

 

 

21.4

 

Income tax expense

 

 

(11.9

)

 

 

(3.2

)

 

 

(8.1

)

 

 

(1.8

)

 

 

(9.3

)

 

 

(11.9

)

 

 

(19.3

)

 

 

(8.1

)

Earnings before earnings from unconsolidated affiliates

 

 

33.9

 

 

 

10.2

 

 

 

13.3

 

 

 

10.8

 

 

 

29.6

 

 

 

33.9

 

 

 

61.3

 

 

 

13.3

 

Earnings from unconsolidated affiliates

 

 

2.9

 

 

 

1.0

 

 

 

6.2

 

 

 

6.0

 

 

 

4.0

 

 

 

2.9

 

 

 

5.5

 

 

 

6.2

 

Net earnings

 

 

36.8

 

 

 

11.2

 

 

 

19.5

 

 

 

16.8

 

 

 

33.6

 

 

 

36.8

 

 

 

66.8

 

 

 

19.5

 

Net (earnings) loss attributable to noncontrolling interest

 

 

(3.7

)

 

 

1.6

 

 

 

(3.1

)

 

 

6.8

 

Net earnings attributable to noncontrolling interest

 

 

(0.2

)

 

 

(3.7

)

 

 

(2.2

)

 

 

(3.1

)

Net earnings attributable to Greenbrier

 

$

33.1

 

 

$

12.8

 

 

$

16.4

 

 

$

23.6

 

 

$

33.4

 

 

$

33.1

 

 

$

64.6

 

 

$

16.4

 

Basic earnings per common share

 

$

1.01

 

 

$

0.39

 

 

$

0.50

 

 

$

0.72

 

 

$

1.08

 

 

$

1.01

 

 

$

2.08

 

 

$

0.50

 

Diluted earnings per common share

 

$

0.97

 

 

$

0.38

 

 

$

0.49

 

 

$

0.70

 

 

$

1.03

 

 

$

0.97

 

 

$

1.99

 

 

$

0.49

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

32,588

 

 

 

32,582

 

 

 

32,654

 

 

 

32,546

 

 

 

31,117

 

 

 

32,588

 

 

 

31,071

 

 

 

32,654

 

Diluted

 

 

34,400

 

 

 

34,463

 

 

 

33,654

 

 

 

33,609

 

 

 

32,570

 

 

 

34,400

 

 

 

32,676

 

 

 

33,654

 

 

The accompanying notes are an integral part of these financial statements

65


 

Condensed Consolidated Statements of Comprehensive Income

(In millions, unaudited)

 

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

 

Three Months Ended

 

 

Six Months Ended

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Net earnings

 

$

36.8

 

 

$

11.2

 

 

$

19.5

 

 

$

16.8

 

 

$

33.6

 

 

$

36.8

 

 

$

66.8

 

 

$

19.5

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment

 

 

5.4

 

 

 

4.3

 

 

 

10.9

 

 

 

(9.6

)

 

 

(1.8

)

 

 

5.4

 

 

 

(1.8

)

 

 

10.9

 

Reclassification of derivative financial instruments
recognized in net earnings
1

 

 

(1.6

)

 

 

1.3

 

 

 

(2.1

)

 

 

2.3

 

 

 

(4.0

)

 

 

(1.6

)

 

 

(7.5

)

 

 

(2.1

)

Unrealized gain (loss) on derivative financial
instruments
2

 

 

6.1

 

 

 

0.8

 

 

 

15.0

 

 

 

(2.4

)

Unrealized gain on derivative financial
instruments
2

 

 

2.8

 

 

 

6.1

 

 

 

7.1

 

 

 

15.0

 

Other (net of tax effect)

 

 

0.1

 

 

 

0.2

 

 

 

0.1

 

 

 

0.1

 

 

 

0.5

 

 

 

0.1

 

 

 

0.6

 

 

 

0.1

 

 

 

10.0

 

 

 

6.6

 

 

 

23.9

 

 

 

(9.6

)

 

 

(2.5

)

 

 

10.0

 

 

 

(1.6

)

 

 

23.9

 

Comprehensive income

 

 

46.8

 

 

 

17.8

 

 

 

43.4

 

 

 

7.2

 

 

 

31.1

 

 

 

46.8

 

 

 

65.2

 

 

 

43.4

 

Comprehensive (income) loss attributable to
noncontrolling interest

 

 

(3.7

)

 

 

1.6

 

 

 

(3.1

)

 

 

6.8

 

Comprehensive income attributable to noncontrolling interest

 

 

(0.2

)

 

 

(3.7

)

 

 

(2.2

)

 

 

(3.1

)

Comprehensive income attributable to Greenbrier

 

$

43.1

 

 

$

19.4

 

 

$

40.3

 

 

$

14.0

 

 

$

30.9

 

 

$

43.1

 

 

$

63.0

 

 

$

40.3

 

 

1 Net of tax effect of $0.71.0 million and $($0.20.7 million)million for the three months ended February 28, 202329, 2024 and February 28, 20222023, respectively, and $1.9 million and $1.0 million and $(0.7 million) for the six months ended February 28, 202329, 2024 and February 28, 2022.2023, respectively.

 

2 Net of tax effect of $(3.80.8 million) and $(0.83.8 million) for the three months ended February 28, 202329, 2024 and February 28, 20222023, respectively, and $(1.8 million) and $(6.8 million) and $0.2 million for the six months ended February 28, 202329, 2024 and February 28, 2022.2023, respectively.

The accompanying notes are an integral part of these financial statements

76


 

Condensed Consolidated Statements of Equity

(In millions, except per share amounts, unaudited)

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Balance August 31, 2022

 

32.6

 

$

424.8

 

$

897.7

 

$

(45.6

)

$

1,276.9

 

$

152.2

 

$

1,429.1

 

$

27.7

 

Balance August 31, 2023

 

30.9

 

$

364.4

 

$

897.5

 

$

(7.3

)

$

1,254.6

 

$

155.6

 

$

1,410.2

 

$

55.6

 

Net earnings

 

 

 

16.4

 

 

16.4

 

3.3

 

19.7

 

(0.2

)

 

 

 

64.6

 

 

64.6

 

1.8

 

66.4

 

0.4

 

Other comprehensive income, net

 

 

 

 

23.9

 

23.9

 

 

23.9

 

 

Other comprehensive loss, net

 

 

 

 

(1.6

)

 

(1.6

)

 

 

(1.6

)

 

 

Noncontrolling interest adjustments

 

 

(7.9

)

 

 

 

(7.9

)

 

(2.0

)

 

(9.9

)

 

 

 

 

 

 

 

 

1.6

 

1.6

 

 

Joint venture partner
distribution declared

 

 

 

 

 

 

(8.9

)

 

(8.9

)

 

 

 

 

 

 

 

 

(4.4

)

 

(4.4

)

 

 

Restricted stock awards (net of
cancellations)

 

0.2

 

9.0

 

 

 

9.0

 

 

9.0

 

 

 

0.2

 

14.1

 

 

 

14.1

 

 

14.1

 

 

Unamortized restricted stock

 

 

(11.4

)

 

 

 

(11.4

)

 

 

(11.4

)

 

 

 

 

(19.2

)

 

 

 

(19.2

)

 

 

(19.2

)

 

 

Stock based compensation expense

 

 

5.9

 

 

 

5.9

 

 

5.9

 

 

 

 

8.1

 

 

 

8.1

 

 

8.1

 

 

Repurchase of stock

 

(0.5

)

 

(17.4

)

 

 

 

(17.4

)

 

 

(17.4

)

 

 

 

 

(1.3

)

 

 

 

(1.3

)

 

 

(1.3

)

 

 

Cash dividends ($0.54 per share)

 

 

 

 

 

(18.1

)

 

 

 

(18.1

)

 

 

 

(18.1

)

 

 

Balance February 28, 2023

 

32.3

 

$

403.0

 

$

896.0

 

$

(21.7

)

$

1,277.3

 

$

144.6

 

$

1,421.9

 

$

27.5

 

Cash dividends ($0.60 per share)

 

 

 

 

 

(19.4

)

 

 

 

(19.4

)

 

 

 

(19.4

)

 

 

Balance February 29, 2024

 

31.1

 

$

366.1

 

$

942.7

 

$

(8.9

)

$

1,299.9

 

$

154.6

 

$

1,454.5

 

$

56.0

 

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Balance November 30, 2022

 

32.8

 

$

425.6

 

$

871.9

 

$

(31.7

)

$

1,265.8

 

$

152.1

 

$

1,417.9

 

$

27.7

 

Net earnings

 

 

 

 

 

33.1

 

 

 

 

33.1

 

 

3.9

 

 

37.0

 

 

(0.2

)

Other comprehensive income, net

 

 

 

 

 

 

 

10.0

 

 

10.0

 

 

 

 

10.0

 

 

 

Noncontrolling interest adjustments

 

 

 

(7.9

)

 

 

 

 

 

(7.9

)

 

(7.5

)

 

(15.4

)

 

 

Joint venture partner
   distribution declared

 

 

 

 

 

 

 

 

 

 

 

(3.9

)

 

(3.9

)

 

 

Restricted stock awards (net of
   cancellations)

 

 

 

0.5

 

 

 

 

 

 

0.5

 

 

 

 

0.5

 

 

 

Unamortized restricted stock

 

 

 

(0.5

)

 

 

 

 

 

(0.5

)

 

 

 

(0.5

)

 

 

Stock based compensation expense

 

 

 

2.7

 

 

 

 

 

 

2.7

 

 

 

 

2.7

 

 

 

Repurchase of stock

 

(0.5

)

 

(17.4

)

 

 

 

 

 

(17.4

)

 

 

 

(17.4

)

 

 

Cash dividends ($0.27 per share)

 

 

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

Balance February 28, 2023

 

32.3

 

$

403.0

 

$

896.0

 

$

(21.7

)

$

1,277.3

 

$

144.6

 

$

1,421.9

 

$

27.5

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Balance November 30, 2023

 

31.1

 

$

361.3

 

$

919.1

 

$

(6.4

)

$

1,274.0

 

$

157.1

 

$

1,431.1

 

$

56.5

 

Net earnings

 

 

 

 

 

33.4

 

 

 

 

33.4

 

 

0.7

 

 

34.1

 

 

(0.5

)

Other comprehensive loss, net

 

 

 

 

 

 

 

(2.5

)

 

(2.5

)

 

 

 

(2.5

)

 

 

Noncontrolling interest adjustments

 

 

 

 

 

 

 

 

 

 

 

1.2

 

 

1.2

 

 

 

Joint venture partner distribution
   declared

 

 

 

 

 

 

 

 

 

 

 

(4.4

)

 

(4.4

)

 

 

Restricted stock awards (net of
   cancellations)

 

 

 

3.7

 

 

 

 

 

 

3.7

 

 

 

 

3.7

 

 

 

Unamortized restricted stock

 

 

 

(3.6

)

 

 

 

 

 

(3.6

)

 

 

 

(3.6

)

 

 

Stock based compensation expense

 

 

 

4.7

 

 

 

 

 

 

4.7

 

 

 

 

4.7

 

 

 

Cash dividends ($0.30 per share)

 

 

 

 

 

(9.8

)

 

 

 

(9.8

)

 

 

 

(9.8

)

 

 

Balance February 29, 2024

 

31.1

 

$

366.1

 

$

942.7

 

$

(8.9

)

$

1,299.9

 

$

154.6

 

$

1,454.5

 

$

56.0

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Balance August 31, 2021

 

32.4

 

$

469.7

 

$

881.7

 

$

(43.7

)

$

1,307.7

 

$

168.7

 

$

1,476.4

 

$

29.7

 

Cumulative effect adjustment due
to
adoption of ASU 2020-06

 

 

(58.8

)

 

4.9

 

 

(53.9

)

 

 

(53.9

)

 

 

Balance August 31, 2022

 

32.6

 

$

424.8

 

$

897.7

 

$

(45.6

)

$

1,276.9

 

$

152.2

 

$

1,429.1

 

$

27.7

 

Net earnings

 

 

 

23.6

 

 

23.6

 

(5.6

)

 

18.0

 

(1.2

)

 

 

 

16.4

 

 

16.4

 

3.3

 

19.7

 

(0.2

)

Other comprehensive income, net

 

 

 

 

(9.6

)

 

(9.6

)

 

 

(9.6

)

 

 

 

 

 

 

23.9

 

23.9

 

 

23.9

 

 

Noncontrolling interest adjustments

 

 

 

 

 

 

(0.6

)

 

(0.6

)

 

 

 

 

(7.9

)

 

 

 

(7.9

)

 

(2.0

)

 

(9.9

)

 

 

Joint venture partner
distribution declared

 

 

 

 

 

 

(8.4

)

 

(8.4

)

 

 

 

 

 

 

 

 

(8.9

)

 

(8.9

)

 

 

Restricted stock awards (net of
cancellations)

 

0.2

 

11.9

 

 

 

11.9

 

 

11.9

 

 

 

0.2

 

9.0

 

 

 

9.0

 

 

9.0

 

 

Unamortized restricted stock

 

 

(15.3

)

 

 

 

(15.3

)

 

 

(15.3

)

 

 

 

 

(11.4

)

 

 

 

(11.4

)

 

 

(11.4

)

 

 

Stock based compensation expense

 

 

5.9

 

 

 

5.9

 

 

5.9

 

 

 

 

5.9

 

 

 

5.9

 

 

5.9

 

 

Repurchase of stock

 

(0.5

)

 

(17.4

)

 

 

 

(17.4

)

 

 

(17.4

)

 

 

Cash dividends ($0.54 per share)

 

 

 

 

 

(17.7

)

 

 

 

(17.7

)

 

 

 

(17.7

)

 

 

 

 

 

 

 

(18.1

)

 

 

 

(18.1

)

 

 

 

(18.1

)

 

 

Balance February 28, 2022

 

32.6

 

$

413.4

 

$

892.5

 

$

(53.3

)

$

1,252.6

 

$

154.1

 

$

1,406.7

 

$

28.5

 

Balance February 28, 2023

 

32.3

 

$

403.0

 

$

896.0

 

$

(21.7

)

$

1,277.3

 

$

144.6

 

$

1,421.9

 

$

27.5

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Attributable to Greenbrier

 

 

 

 

 

 

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Common
Stock
Shares

 

Additional
Paid-in
Capital

 

Retained
  Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Equity -
Greenbrier

 

Noncontrolling
Interest

 

Total
Equity

 

Contingently
Redeemable
Noncontrolling
Interest

 

Balance November 30, 2021

 

32.5

 

$

408.5

 

$

888.7

 

$

(59.9

)

$

1,237.3

 

$

162.7

 

$

1,400.0

 

$

29.7

 

Balance November 30, 2022

 

32.8

 

$

425.6

 

$

871.9

 

$

(31.7

)

$

1,265.8

 

$

152.1

 

$

1,417.9

 

$

27.7

 

Net earnings

 

 

 

12.8

 

 

12.8

 

(0.4

)

 

12.4

 

(1.2

)

 

 

 

33.1

 

 

33.1

 

3.9

 

37.0

 

(0.2

)

Other comprehensive income, net

 

 

 

 

6.6

 

6.6

 

 

6.6

 

 

 

 

 

 

10.0

 

10.0

 

 

10.0

 

 

Noncontrolling interest adjustments

 

 

 

 

 

 

(0.4

)

 

(0.4

)

 

 

 

 

(7.9

)

 

 

 

(7.9

)

 

(7.5

)

 

(15.4

)

 

 

Joint venture partner
distribution declared

 

 

 

 

 

 

(7.8

)

 

(7.8

)

 

 

 

 

 

 

 

 

(3.9

)

 

(3.9

)

 

 

Restricted stock awards (net of
cancellations)

 

0.1

 

1.4

 

 

 

1.4

 

 

1.4

 

 

 

 

0.5

 

 

 

0.5

 

 

0.5

 

 

Unamortized restricted stock

 

 

(1.3

)

 

 

 

(1.3

)

 

 

(1.3

)

 

 

 

 

(0.5

)

 

 

 

(0.5

)

 

 

(0.5

)

 

 

Restricted stock amortization

 

 

4.8

 

 

 

4.8

 

 

4.8

 

 

Stock based compensation expense

 

 

2.7

 

 

 

2.7

 

 

2.7

 

 

Repurchase of stock

 

(0.5

)

 

(17.4

)

 

 

 

(17.4

)

 

 

(17.4

)

 

 

Cash dividends ($0.27 per share)

 

 

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

 

 

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

 

(9.0

)

 

 

Balance February 28, 2022

 

32.6

 

$

413.4

 

$

892.5

 

$

(53.3

)

$

1,252.6

 

$

154.1

 

$

1,406.7

 

$

28.5

 

Balance February 28, 2023

 

32.3

 

$

403.0

 

$

896.0

 

$

(21.7

)

$

1,277.3

 

$

144.6

 

$

1,421.9

 

$

27.5

 

The accompanying notes are an integral part of these financial statements

7


Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)

 

 

Six Months Ended

 

 

 

February 29,
2024

 

 

February 28,
2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net earnings

 

$

66.8

 

 

$

19.5

 

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Deferred income taxes

 

 

(35.5

)

 

 

(33.9

)

Depreciation and amortization

 

 

54.3

 

 

 

52.9

 

Net gain on disposition of equipment

 

 

(4.8

)

 

 

(12.9

)

Stock based compensation expense

 

 

8.1

 

 

 

5.9

 

Impairment of long-lived assets

 

 

 

 

 

24.2

 

Noncontrolling interest adjustments

 

 

1.6

 

 

 

2.3

 

Other

 

 

2.0

 

 

 

1.9

 

Decrease (increase) in assets:

 

 

 

 

 

 

Accounts receivable, net

 

 

12.2

 

 

 

(57.8

)

Income tax receivable

 

 

21.3

 

 

 

17.4

 

Inventories

 

 

(8.4

)

 

 

(90.4

)

Leased railcars for syndication

 

 

(6.7

)

 

 

(40.1

)

Other assets

 

 

2.5

 

 

 

(12.8

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

(93.8

)

 

 

(9.7

)

Deferred revenue

 

 

34.8

 

 

 

37.1

 

Net cash provided by (used in) operating activities

 

 

54.4

 

 

 

(96.4

)

Cash flows from investing activities

 

 

 

 

 

 

Proceeds from sales of assets

 

 

25.9

 

 

 

62.1

 

Capital expenditures

 

 

(190.5

)

 

 

(169.7

)

Investments in and advances to / repayments from unconsolidated affiliates

 

 

 

 

 

(3.5

)

Cash distribution from unconsolidated affiliates and other

 

 

1.5

 

 

 

5.9

 

Net cash used in investing activities

 

 

(163.1

)

 

 

(105.2

)

Cash flows from financing activities

 

 

 

 

 

 

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

 

 

28.5

 

 

 

(64.4

)

Proceeds from revolving notes with maturities longer than 90 days

 

 

114.5

 

 

 

220.0

 

Repayments of revolving notes with maturities longer than 90 days

 

 

(140.2

)

 

 

(145.0

)

Proceeds from issuance of notes payable

 

 

178.6

 

 

 

75.0

 

Repayments of notes payable

 

 

(68.2

)

 

 

(18.2

)

Debt issuance costs

 

 

(2.9

)

 

 

(0.2

)

Repurchase of stock

 

 

(1.3

)

 

 

(16.7

)

Dividends

 

 

(19.7

)

 

 

(18.1

)

Cash distribution to joint venture partner

 

 

(4.4

)

 

 

(6.4

)

Tax payments for net share settlement of restricted stock

 

 

(5.2

)

 

 

(2.3

)

Net cash provided by financing activities

 

 

79.7

 

 

 

23.7

 

Effect of exchange rate changes

 

 

(1.7

)

 

 

18.4

 

Decrease in Cash and cash equivalents and Restricted cash

 

 

(30.7

)

 

 

(159.5

)

Cash and cash equivalents and restricted cash

 

 

 

 

 

 

Beginning of period

 

 

302.7

 

 

 

559.1

 

End of period

 

$

272.0

 

 

$

399.6

 

Balance sheet reconciliation

 

 

 

 

 

 

Cash and cash equivalents

 

$

252.0

 

 

$

379.9

 

Restricted cash

 

 

20.0

 

 

 

19.7

 

Total cash and cash equivalents and restricted cash as presented above

 

$

272.0

 

 

$

399.6

 

Cash paid during the period for

 

 

 

 

 

 

Interest

 

$

42.5

 

 

$

31.3

 

Income taxes paid, net

 

$

31.7

 

 

$

19.5

 

Non-cash activity

 

 

 

 

 

 

Transfers between Leased railcars for syndication and Inventories and
   Equipment on operating leases, net

 

$

64.8

 

 

$

39.7

 

Capital expenditures accrued in Accounts payable and accrued liabilities

 

$

13.0

 

 

$

4.4

 

Change in Accounts payable and accrued liabilities associated with dividends declared

 

$

0.3

 

 

$

0.1

 

Change in Accounts payable and accrued liabilities associated with cash
   distributions to joint venture partner

 

$

 

 

$

2.5

 

Repurchase of stock accrued in Accounts payable and accrued liabilities

 

$

 

 

$

0.7

 

 

The accompanying notes are an integral part of these financial statements

8


 

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)

 

 

Six Months Ended
February 28,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities

 

 

 

 

 

 

Net earnings

 

$

19.5

 

 

$

16.8

 

Adjustments to reconcile net earnings to net cash used in operating activities:

 

 

 

 

 

 

Deferred income taxes

 

 

(33.9

)

 

 

(4.3

)

Depreciation and amortization

 

 

52.9

 

 

 

50.9

 

Net gain on disposition of equipment

 

 

(12.9

)

 

 

(33.6

)

Stock based compensation expense

 

 

5.9

 

 

 

5.9

 

Impairment of long-lived assets

 

 

24.2

 

 

 

 

Noncontrolling interest adjustments

 

 

2.3

 

 

 

(0.6

)

Other

 

 

1.9

 

 

 

2.4

 

Decrease (increase) in assets:

 

 

 

 

 

 

Accounts receivable, net

 

 

(57.8

)

 

 

(93.5

)

Income tax receivable

 

 

17.4

 

 

 

6.2

 

Inventories

 

 

(90.4

)

 

 

(166.5

)

Leased railcars for syndication

 

 

(40.1

)

 

 

(12.2

)

Other assets

 

 

(12.8

)

 

 

(8.5

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

(9.7

)

 

 

15.2

 

Deferred revenue

 

 

37.1

 

 

 

1.5

 

Net cash used in operating activities

 

 

(96.4

)

 

 

(220.3

)

Cash flows from investing activities

 

 

 

 

 

 

Proceeds from sales of assets

 

 

62.1

 

 

 

148.6

 

Capital expenditures

 

 

(169.7

)

 

 

(198.0

)

Investments in and advances to / repayments from unconsolidated affiliates

 

 

(3.5

)

 

 

(4.2

)

Cash distribution from unconsolidated affiliates and other

 

 

5.9

 

 

 

1.2

 

Net cash used in investing activities

 

 

(105.2

)

 

 

(52.4

)

Cash flows from financing activities

 

 

 

 

 

 

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

 

 

(64.4

)

 

 

(75.6

)

Proceeds from revolving notes with maturities longer than 90 days

 

 

220.0

 

 

 

 

Repayments of revolving notes with maturities longer than 90 days

 

 

(145.0

)

 

 

 

Proceeds from issuance of notes payable

 

 

75.0

 

 

 

323.3

 

Repayments of notes payable

 

 

(18.2

)

 

 

(7.6

)

Debt issuance costs

 

 

(0.2

)

 

 

(5.2

)

Repurchase of stock

 

 

(16.7

)

 

 

 

Dividends

 

 

(18.1

)

 

 

(18.1

)

Cash distribution to joint venture partner

 

 

(6.4

)

 

 

(8.5

)

Tax payments for net share settlement of restricted stock

 

 

(2.3

)

 

 

(3.5

)

Net cash provided by financing activities

 

 

23.7

 

 

 

204.8

 

Effect of exchange rate changes

 

 

18.4

 

 

 

(1.0

)

Decrease in cash and cash equivalents and restricted cash

 

 

(159.5

)

 

 

(68.9

)

Cash and cash equivalents and restricted cash

 

 

 

 

 

 

Beginning of period

 

 

559.1

 

 

 

671.4

 

End of period

 

$

399.6

 

 

$

602.5

 

Balance sheet reconciliation

 

 

 

 

 

 

Cash and cash equivalents

 

$

379.9

 

 

$

586.8

 

Restricted cash

 

 

19.7

 

 

 

15.7

 

Total cash and cash equivalents and restricted cash as presented above

 

$

399.6

 

 

$

602.5

 

Cash paid during the period for

 

 

 

 

 

 

Interest

 

$

31.3

 

 

$

14.9

 

Income taxes paid, net

 

$

19.5

 

 

$

1.7

 

Non-cash activity

 

 

 

 

 

 

Transfers between Leased railcars for syndication and Inventories and
   Equipment on operating leases, net

 

$

39.7

 

 

$

10.5

 

Capital expenditures accrued in Accounts payable and accrued liabilities

 

$

4.4

 

 

$

2.6

 

Change in Accounts payable and accrued liabilities associated with dividends declared

 

$

0.1

 

 

$

0.4

 

Change in Accounts payable and accrued liabilities associated with cash
   distributions to joint venture partner

 

$

2.5

 

 

$

0.1

 

Repurchase of stock accrued in Accounts payable and accrued liabilities

 

$

0.7

 

 

$

 

The accompanying notes are an integral part of these financial statements

9


Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Interim Financial Statements

 

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) as of February 28, 202329, 2024 and for the three and six months ended February 29, 2024 and February 28, 2023 and 2022 have been prepared to reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. All references to years refer to the fiscal years ended August 31st unless otherwise noted. The results of operations for the three and six months ended February 28, 202329, 2024 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2023.2024.

 

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2022.2023.

Management Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (GAAP) requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Share Repurchase Program The Board of Directors has authorized the Company to repurchase in aggregate up to $100.0 million of the Company’s common stock. The program may be modified, suspended, or discontinued at any time without prior notice.notice and currently has an expiration date of January 31, 2025. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases will beis based upon market conditions, securities law limitations and other factors. The

During the six months ended February 29, 2024, the Company purchased a total of 38 thousand shares for $1.3 million. There were no share repurchases during the three months ended February 29, 2024. As of February 29, 2024, the amount remaining for repurchase under the share repurchase program does not obligate the Company to acquire any specific number of shares in any period. The prior authorization was set to expire on $January 31, 202345.1. On January 5, 2023, the Board of Directors authorized the extension of the existing share repurchase program to January 31, 2025.

million. During the three and six months ended February 28, 2023, the Company purchased a total of 575 thousand shares for $17.4 million, of which million.

478Reclassifications thousand shares for $14.1 million were purchased under- Certain immaterial reclassifications have been made to the accompanying prior year Condensed Consolidated Financial Statements to conform to the current authorization of the share repurchase program. As of February 28, 2023, the amount remaining for repurchase under the share repurchase program was $year presentation.

85.9 million. There were no shares repurchased under the share repurchase program during the six months ended February 28, 2022.Recent Accounting Pronouncements

Initial Adoption of Accounting Standards

Reference Rate ReformImprovements to Reportable Segment Disclosures

In March 2020,November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2020-04,2023-07, Reference Rate ReformSegment Reporting (Topic 848)280): Facilitation of Effects of Reference Rate Reform on Financial ReportingImprovements to Reportable Segment Disclosures (ASU 2020-04)(ASU 2023-07), which provides practical expedientsrequires disclosure of incremental segment information on an annual and exceptionsinterim basis, primarily through enhanced disclosures of significant segment expenses. ASU 2023-07 is effective for applying GAAPfiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to contracts, hedging relationships,all periods presented upon adoption. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-07 will have on its consolidated financial statements and other transactions affected by reference rate reform if certain criteria are met. The elective amendments provide expedientsdisclosures.

Improvements to contract modification, affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by this guidance apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (LIBOR) or another reference rate expected to be discontinued as a result of reference rate reform. Income Tax Disclosures

In December 2022,2023, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 20222023-09, Income Taxes (Topic 740): Improvements to December 31, 2024. This guidanceIncome Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is not applicable to contract modifications made and hedging relationships entered into or evaluatedeffective for fiscal years beginning after December 31,15, 2024. During the fourth quarter of fiscal year 2022, the Company adopted the optional relief guidance provided under ASU 2020-04 after modifying certain debt to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). This caused a temporary mismatch in our interest rate swap and debt for a period of time. The application of this expedient preserves the presentation of the derivatives consistent with past presentation.Early adoption is permitted. The Company will continue to assessis currently evaluating the impact of the guidancethat ASU 2023-09 will have on its consolidated financial statements and may apply other elections as applicable going forward.disclosures.

 

109


 

Note 2 – Revenue Recognition

Contract balances

Contract assets primarily consist of unbilled receivables related to marine vessel constructionwork completed for which the respective contracts dorailcar maintenance but not yet permit billingbilled at the reporting date, and railcar maintenance inventories.date. Contract liabilities primarily consist of customer prepayments for manufacturing, maintenance,new railcars and other management-type services, for which the Company has not yet satisfied the related performance obligations.

 

The contract balances are as follows:

 

(in millions)

 

Balance sheet classification

 

February 28,
2023

 

 

August 31,
2022

 

 

$
change

 

 

Balance sheet classification

 

February 29,
2024

 

 

August 31,
2023

 

 

$
change

 

Contract assets

 

Accounts receivable, net

 

$

2.4

 

 

$

13.0

 

 

$

(10.6

)

 

Accounts Receivable

 

$

0.7

 

 

$

0.1

 

 

$

0.6

 

Contract assets

 

Inventories

 

$

8.2

 

 

$

6.0

 

 

$

2.2

 

 

Inventories

 

$

10.3

 

 

$

7.0

 

 

$

3.3

 

Contract liabilities 1

 

Deferred revenue

 

$

65.7

 

 

$

30.5

 

 

$

35.2

 

Contract liabilities (1)

 

Deferred revenue

 

$

77.7

 

 

$

43.3

 

 

$

34.4

 

 

1(1) Contract liabilities balance includes deferred revenue within the scope of Revenue from Contracts with Customers (Topic 606).

 

For the three and six months ended February 28, 2023,29, 2024, the Company recognized $2.36.8 million and $10.013.4 million of revenue that was included in Contract liabilities as of August 31, 2022.2023.

 

Performance obligations

As of February 28, 2023,29, 2024, the Company has entered into contracts with customers for which revenue has not yet been recognized. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

 

(in millions)

 

February 28,
2023

 

 

February 29,
2024

 

Revenue type:

 

 

 

 

 

 

Manufacturing – Railcar sales

 

$

2,321.9

 

 

$

2,725.8

 

Manufacturing – Marine

 

$

43.2

 

Manufacturing – Sustainable conversions

 

$

103.8

 

 

$

52.6

 

Management services

 

$

130.1

 

 

$

133.4

 

Other

 

$

11.5

 

 

$

13.0

 

Based on current production and delivery schedules and existing contracts, approximately $1.31.1 billion of Railcar sales are expected to be recognized in the remaining six monthsremainder of 20232024 while the remaining amount is expected to be recognized into calendar 2024.

Marine revenue is expected to be recognized into 2024 as vessel construction is completed.through 2026.

 

Sustainable conversions represent orders to modernize existing railcars and are expected to be recognized through 2023.in 2024.

 

Management services includes management and maintenance servicesservice contracts of which approximately 5055% are expected to be performed through 20272028 and the remaining amount through 2037.

11


Note 3 – Inventories

Inventories are valued at the lower of cost or net realizable value using the first-in first-out method. Work-in-process includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit. The following table summarizes the Company’s inventoryInventories balance:

(in millions)

 

February 29,
2024

 

 

August 31,
2023

 

Manufacturing supplies and raw materials

 

$

600.1

 

 

$

638.2

 

Work-in-process

 

 

133.1

 

 

 

138.2

 

Finished goods

 

 

99.7

 

 

 

64.4

 

Excess and obsolete adjustment

 

 

(5.9

)

 

 

(17.2

)

 

 

$

827.0

 

 

$

823.6

 

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

Manufacturing supplies and raw materials

 

$

686.7

 

 

$

570.2

 

Work-in-process

 

 

140.3

 

 

 

183.3

 

Finished goods

 

 

99.2

 

 

 

75.9

 

Excess and obsolete adjustment

 

 

(15.6

)

 

 

(14.1

)

 

 

$

910.6

 

 

$

815.3

 

 

Note 4 – Gunderson Facility10


On November 17, 2022, as part of the Company's strategic review of the global business capacity footprint, the Company decided to permanently cease rail production at the Company’s Gunderson facility during 2023 and to explore alternatives to exit marine barge production in the first part of calendar 2024. Due to the change in future use of the facility, management assessed recoverability of Gunderson assets in accordance with the Company’s policy on impairment of long-lived assets.Based on an analysis of future undiscounted cash flows associated with these assets, management determined that the carrying value was not recoverable. The carrying amount of the Company’s long-lived assets at the Gunderson facility was $44.0 million and the fair value was $19.8 million as of the impairment date. The fair value was primarily determined based on estimated market prices of the assets and represented a Level 3 valuation in the fair value hierarchy. In the first quarter of fiscal 2023, the Company concluded that an impairment charge was necessary and $24.2 million was recorded in the Manufacturing segment as Impairment of long-lived assets within the Condensed Consolidated Statements of Income. Although it is possible that costs and charges related to the cessation of production at the facility, such as exit costs and termination benefits may be incurred in future periods, the amount of any such costs and charges is not estimable at this time and the Company does not yet know if the amount of any such costs and charges will be material.

Note 54 – Intangibles and Other Assets, net

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Company’s identifiable IntangibleIntangibles and other assets, net balance:

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

87.5

 

 

$

87.5

 

 

$

87.5

 

 

$

87.5

 

Accumulated amortization

 

 

(67.6

)

 

 

(66.1

)

 

 

(70.6

)

 

 

(69.1

)

Other intangibles

 

 

42.7

 

 

 

42.4

 

 

 

41.8

 

 

 

43.0

 

Accumulated amortization

 

 

(19.6

)

 

 

(16.5

)

 

 

(23.8

)

 

 

(22.3

)

 

 

43.0

 

 

 

47.3

 

 

 

34.9

 

 

 

39.1

 

Intangible assets not subject to amortization

 

 

2.4

 

 

 

2.4

 

 

 

2.3

 

 

 

2.3

 

Prepaid and other assets

 

 

76.4

 

 

 

32.4

 

 

 

50.5

 

 

 

56.4

 

Operating lease ROU assets

 

 

50.0

 

 

 

54.2

 

Operating lease right-of-use assets

 

 

70.7

 

 

 

70.6

 

Nonqualified savings plan investments

 

 

45.1

 

 

 

40.3

 

 

 

56.4

 

 

 

47.7

 

Debt issuance costs, net

 

 

6.8

 

 

 

8.7

 

 

 

6.4

 

 

 

6.3

 

Assets held for sale

 

 

0.3

 

 

 

3.8

 

 

 

0.3

 

 

 

0.3

 

Deferred tax assets

 

 

34.1

 

 

 

33.1

 

 

$

224.0

 

 

$

189.1

 

 

$

255.6

 

 

$

255.8

 

Amortization expense was $2.0 million and $4.0 million for the three and six months ended February 28, 2023, respectively and $2.3 million and $5.4 million for the three and six months ended February 28, 2022, respectively. Amortization expense for the years ending August 31, 2023, 2024, 2025, 2026 and 2027 is expected to be $8.3 million, $7.5 million, $6.5 million, $6.1 million and $5.3 million, respectively.

12


 

Note 65 – Revolving Notes

Senior secured credit facilities aggregated to $1.11.4 billion as of February 28, 2023.29, 2024. The Company had an aggregate of $436.0329.3 million available to draw down under committed credit facilities as of February 28, 2023.29, 2024. This amount consists of $364.1214.6 million available on the North American credit facility, $36.943.7 million on the European credit facilities and $35.071.0 million on the Mexican credit facilities.

Nonrecourse credit facilities

GBX LeasingAs of February 29, 2024, a $550.0 million nonrecourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.85% plus 0.11% as a SOFR adjustment. Interest rate swap agreements cover approximately 99% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facility converts to a term loan in August 2025 and matures in August 2027.

Other credit facilities

North America As of February 28, 2023,29, 2024, a $600.0 million revolving line of credit, maturing August 2026, secured by substantially all the Company’s U.S. assets not otherwise pledged as security for term loans or the warehouse credit facility, existed to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. Advances under this North American credit facility bear interest at SOFR plus 1.75% plus 0.10% as a SOFR adjustment or Prime plus 0.75% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

GBX LeasingAs of February 28, 2023, a $350.0 million non-recourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at SOFR plus 1.85% plus 0.11% as a SOFR adjustment. The warehouse credit facility converts to a term loan in August 2025 and matures in August 2027.

Europe As of February 28, 2023,29, 2024, lines of credit totaling $71.775.3 million secured by certain of the Company’s European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.6% and Euro Interbank Offered Rate (EURIBOR) plus 1.1% to EURIBOR plus 1.51.9%, were available for working capital needs of the Company’s European manufacturing operations. The European lines of credit include $35.032.5 million which is guaranteed by the Company. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June 20232024 through September 2024November 2025.

Mexico As of February 28, 2023,29, 2024, the Company’s Mexican railcar manufacturing operations had threelines of credit totaling $120.0196.0 million for working capital needs. The first line of credit provides up toneeds, $50.0 million and matures in October 2024. Advances under this facility bear interest at LIBOR plus 4.25%. The second line of credit provides up to $40.096.0 million of which the Company and its joint venture partner have each guaranteed 50%. Advances under this facilitythese facilities bear interest at variable rates that range from SOFR plus 2.55%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facility through February 2025. The third line of credit provides up to $30.0 million, of which the Company and its joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus 3.752.22% to SOFR plus 4.25%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facility throughcredit facilities have maturities that range from June 2024 through January 2027.

11


 

Revolving notes consisted of the following balances:

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Nonrecourse credit facility balances

 

 

 

 

 

 

GBX Leasing

 

$

89.2

 

 

$

139.9

 

Other credit facility balances

 

 

 

 

 

North America

 

$

125.0

 

 

$

160.0

 

 

 

55.0

 

 

 

 

GBX Leasing

 

 

65.5

 

 

 

 

Europe

 

 

34.8

 

 

 

51.6

 

 

 

31.6

 

 

 

47.2

 

Mexico

 

 

85.0

 

 

 

85.0

 

 

 

125.0

 

 

 

110.0

 

 

$

310.3

 

 

$

296.6

 

Total Revolving notes

 

$

300.8

 

 

$

297.1

 

 

Outstanding commitments under the North American credit facility included letters of credit which totaled $5.57.1 million and $6.94.9 million as of February 28, 202329, 2024 and August 31, 2022,2023, respectively.

 

13


Note 76 – Accounts Payable and Accrued Liabilities

 

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Trade payables

 

$

408.0

 

 

$

401.5

 

 

$

303.4

 

 

$

396.8

 

Accrued payroll and related liabilities

 

 

147.9

 

 

 

158.6

 

Accrued liabilities and other

 

 

109.4

 

 

 

102.8

 

 

 

97.1

 

 

 

87.3

 

Operating lease liabilities

 

 

52.0

 

 

 

56.4

 

 

 

71.9

 

 

 

72.2

 

Accrued payroll and related liabilities

 

 

128.7

 

 

 

140.4

 

Accrued warranty

 

 

24.5

 

 

 

24.0

 

 

 

23.0

 

 

 

25.6

 

Income taxes payable

 

 

6.0

 

 

 

3.0

 

 

$

722.6

 

 

$

725.1

 

 

$

649.3

 

 

$

743.5

 

 

Note 87 – Warranty Accruals

 

Warranty costsaccruals are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets, are reviewed periodically and updated based on warranty trends and expirationsSheets. Warranty accrual activity consisted of warranty periods.the following:

 

 

Three Months Ended

 

 

Six Months Ended

 

(in millions)

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Balance at beginning of period

 

$

24.0

 

 

$

23.7

 

 

$

25.6

 

 

$

24.0

 

Charged to cost of revenue, net

 

 

1.1

 

 

 

1.7

 

 

 

4.7

 

 

 

2.9

 

Payments

 

 

(2.1

)

 

 

(1.0

)

 

 

(7.7

)

 

 

(2.6

)

Currency translation effect

 

 

 

 

 

0.1

 

 

 

0.4

 

 

 

0.2

 

Balance at end of period

 

$

23.0

 

 

$

24.5

 

 

$

23.0

 

 

$

24.5

 

Note 8 – Notes Payable, net

(In millions)

 

February 29,
2024

 

 

August 31,
2023

 

Leasing nonrecourse term loans

 

$

806.0

 

 

$

640.2

 

Senior term debt

 

 

259.0

 

 

 

266.4

 

2.875% Convertible senior notes, due 2028

 

 

373.8

 

 

 

373.8

 

2.875% Convertible senior notes, due 2024

 

 

 

 

 

47.7

 

Other notes payable

 

 

1.6

 

 

 

1.8

 

 

 

$

1,440.4

 

 

$

1,329.9

 

Debt discount and issuance costs

 

 

(18.6

)

 

 

(18.2

)

 

 

$

1,421.8

 

 

$

1,311.7

 

 

Warranty accrual activity:12


 

 

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

(in millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Balance at beginning of period

 

$

23.7

 

 

$

27.5

 

 

$

24.0

 

 

$

27.9

 

Charged to cost of revenue, net

 

 

1.7

 

 

 

5.5

 

 

 

2.9

 

 

 

6.4

 

Payments

 

 

(1.0

)

 

 

(2.8

)

 

 

(2.6

)

 

 

(3.8

)

Currency translation effect

 

 

0.1

 

 

 

(0.1

)

 

 

0.2

 

 

 

(0.4

)

Balance at end of period

 

$

24.5

 

 

$

30.1

 

 

$

24.5

 

 

$

30.1

 

Leasing nonrecourse term loans include:

$343.0 million of nonrecourse senior term debt, which is secured by a pool of leased railcars. The principal balance as of February 29, 2024 was $326.6 million.
$501.8 million of Asset-backed term notes, as discussed below. The principal balance as of February 29, 2024 was $479.4 million.

The Company's 2.875% Convertible senior notes, due 2024 (2024 Convertible Notes), matured on February 1, 2024. The outstanding principal balance of $47.7 million plus accrued interest was settled in cash on the maturity date to retire the 2024 Convertible Notes.

Terms and conditions, including recourse and nonrecourse provisions and scheduled maturities, and other long-term debt are described in Note 13 of our 2023 Annual Report on Form 10-K.

Asset-backed term notes

GBX Leasing 2022-1 LLC (GBXL I) was formed as a wholly owned special purpose entity of GBX Leasing to securitize the leasing assets of GBX Leasing. On November 20, 2023, GBXL I (Issuer) issued $178.5 million of term notes secured by a portfolio of railcars and associated operating leases and other assets, acquired and owned by GBXL I (the 2023 GBXL Notes). Issued debt of GBXL I as of February 29, 2024 includes the $323.3 million GBXL I Series 2022-1 Notes, as described in Note 3 of our 2023 Annual Report on Form 10-K, and the 2023 GBXL Notes, collectively the GBXL Notes. GBX Leasing used the net proceeds received from the issuance of the term notes to pay down the GBX Leasing warehouse credit facility.

The 2023 GBXL Notes include $158.9 million of GBXL I Series 2023-1 Class A Secured Railcar Equipment Notes (2023 Class A Notes) and $19.6 million of GBXL I Series 2023-1 Class B Secured Railcar Equipment Notes (2023 Class B Notes). The 2023 GBXL Notes bear interest at fixed rates of 6.42% and 7.28% for the 2023 Class A Notes and 2023 Class B Notes, respectively. The 2023 GBXL Notes are payable monthly and have a legal maturity date of November 20, 2053. The Company incurred $2.2 million in debt issuance costs, which will be amortized to interest expense through the expected repayment period. Both 2023 Class A and Class B Notes have an anticipated repayment date of November 20, 2030 and a legal maturity date. While the legal maturity date is in 2053, the cash flows generated from the railcar assets will pay down the 2023 GBXL Notes in line with the agreement, which based on expected cash flow payments, would result in repayment in advance of the legal maturity date. If the principal amount of the 2023 GBXL Notes has not been repaid in full by the anticipated repayment date, then the Issuer will also be required to pay additional interest to the holders at a rate equal to 4.00% per annum.

The GBXL Notes are obligations of the Issuer only and are nonrecourse to Greenbrier. The GBXL Notes are subject to a Master Indenture between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Series 2022-1 Supplement dated February 9, 2022 and the Series 2023-1 Supplement dated November 20, 2023. The GBXL Notes may be subject to acceleration upon the occurrence of certain events of default.

The following table summarizes the Issuer's net carrying amount of the debt and related assets.

(in millions)

 

February 29,
2024

 

 

August 31,
2023

 

Assets

 

 

 

 

 

 

Restricted cash

 

$

7.4

 

 

$

6.7

 

Equipment on operating leases, net

 

$

645.2

 

 

$

388.9

 

Liabilities

 

 

 

 

 

 

Notes payable, net

 

$

472.0

 

 

$

302.1

 

 

Note 9 – Accumulated Other Comprehensive Loss

 

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:

 

(in millions)

 

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

 

 

Foreign
Currency
Translation
Adjustment

 

 

Other

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

 

 

Foreign
Currency
Translation
Adjustment

 

 

Other

 

 

Accumulated
Other
Comprehensive
Loss

 

Balance, August 31, 2022

 

$

13.0

 

 

$

(57.4

)

 

$

(1.2

)

 

$

(45.6

)

Balance, August 31, 2023

 

$

27.0

 

 

$

(32.1

)

 

$

(2.2

)

 

$

(7.3

)

Other comprehensive gain before reclassifications

 

 

15.0

 

 

 

10.9

 

 

 

0.1

 

 

 

26.0

 

 

 

7.1

 

 

 

(1.8

)

 

 

0.6

 

 

 

5.9

 

Amounts reclassified from Accumulated other
comprehensive loss

 

 

(2.1

)

 

 

 

 

 

 

 

 

(2.1

)

 

 

(7.5

)

 

 

 

 

 

 

 

 

(7.5

)

Balance, February 28, 2023

 

$

25.9

 

 

$

(46.5

)

 

$

(1.1

)

 

$

(21.7

)

Balance, February 29, 2024

 

$

26.6

 

 

$

(33.9

)

 

$

(1.6

)

 

$

(8.9

)

13


The amounts reclassified out of Accumulated other comprehensive loss into the Condensed Consolidated Statements of Income, with financial statement caption, were as follows:

 

 

Three Months Ended
February 28,

 

 

 

 

Three Months Ended

 

 

 

(in millions)

 

2023

 

 

2022

 

 

Financial Statement Caption

 

February 29,
2024

 

 

February 28,
2023

 

 

Financial Statement Caption

(Gain) loss on derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

$

0.1

 

 

$

0.2

 

 

Revenue and Cost of revenue

 

$

(0.8

)

 

$

0.1

 

 

Revenue and Cost of revenue

Interest rate swap contracts

 

 

(2.4

)

 

 

1.3

 

 

Interest and foreign exchange

 

 

(4.2

)

 

 

(2.4

)

 

Interest and foreign exchange

 

 

(2.3

)

 

 

1.5

 

 

Total before tax

 

 

(5.0

)

 

 

(2.3

)

 

 

 

 

0.7

 

 

 

(0.2

)

 

Income tax expense

 

 

1.0

 

 

 

0.7

 

 

Income tax expense

 

$

(1.6

)

 

$

1.3

 

 

Net of tax

 

$

(4.0

)

 

$

(1.6

)

 

 

 

14


 

Six Months Ended
February 28,

 

 

 

 

Six Months Ended

 

 

 

(in millions)

 

2023

 

 

2022

 

 

Financial Statement Caption

 

February 29,
2024

 

 

February 28,
2023

 

 

Financial Statement Caption

(Gain) loss on derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

$

0.3

 

 

$

0.4

 

 

Revenue and Cost of revenue

 

$

(0.9

)

 

$

0.3

 

 

Revenue and Cost of revenue

Interest rate swap contracts

 

 

(3.4

)

 

 

2.6

 

 

Interest and foreign exchange

 

 

(8.5

)

 

 

(3.4

)

 

Interest and foreign exchange

 

 

(3.1

)

 

 

3.0

 

 

Total before tax

 

 

(9.4

)

 

 

(3.1

)

 

 

 

 

1.0

 

 

 

(0.7

)

 

Income tax expense

 

 

1.9

 

 

 

1.0

 

 

Income tax expense

 

$

(2.1

)

 

$

2.3

 

 

Net of tax

 

$

(7.5

)

 

$

(2.1

)

 

 

 

Note 10 – Earnings Per Share

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

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

(In thousands)

2023

 

 

2022

 

 

2023

 

 

2022

 

Weighted average basic common shares outstanding (1)

 

32,588

 

 

 

32,582

 

 

 

32,654

 

 

 

32,546

 

Dilutive effect of 2.875% convertible notes due 2024 (2)

 

821

 

 

 

815

 

 

 

 

 

 

 

Dilutive effect of 2.875% convertible notes due 2028 (3)

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of restricted stock units (4)

 

991

 

 

 

1,066

 

 

 

1,000

 

 

 

1,063

 

Weighted average diluted common shares outstanding

 

34,400

 

 

 

34,463

 

 

 

33,654

 

 

 

33,609

 

Three Months Ended

 

 

Six Months Ended

 

(In thousands)

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Weighted average basic common shares outstanding

 

31,117

 

 

 

32,588

 

 

 

31,071

 

 

 

32,654

 

Dilutive effect of 2.875% convertible notes due 2024 (1)

 

563

 

 

 

821

 

 

 

694

 

 

 

 

Dilutive effect of 2.875% convertible notes due 2028 (2)

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of restricted stock units (3)

 

890

 

 

 

991

 

 

 

911

 

 

 

1,000

 

Weighted average diluted common shares outstanding

 

32,570

 

 

 

34,400

 

 

 

32,676

 

 

 

33,654

 

(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 due 2024 was excluded for the six months ended February 28, 2023 and 2022 as they were considered anti-dilutive under the “if converted” method as further discussed below. These notes were retired on February 1, 2024.

(3)(2) The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three and six months ended February 29, 2024 and February 28, 2023 and 2022 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only a premium is potentially dilutive under the "if converted" method as further discussed below.

(4)(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.

 

Basic earnings per common share (EPS) is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares outstanding, which includes restricted stock grants and restricted stock units that are considered participating securities when the Company is in a net earnings position.outstanding.

 

For the three and six months ended February 29, 2024 and February 28, 2023, and 2022, diluted EPS was calculated using the more dilutive of two methods. The first method includes the dilutive effect, using the treasury stock method, associated with 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. The second method supplements the first by also including the “if converted” effect of the 2.875% Convertible notes due 2024 during the periods in which they were outstanding and shares underlying the 2.875% Convertible notes due 2028, when there is a conversion premium. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes due 2024 are added back to net earnings and the share count is increased by the shares underlying the convertible notes.

 

1514


 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

Three Months Ended

 

 

Six Months Ended

 

(in millions, except shares which are reflected in thousands, and per share amounts)

2023

 

 

2022

 

 

2023

 

 

2022

 

(in millions, except number of shares which are reflected in thousands, and per share amounts)

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Net earnings attributable to Greenbrier

$

33.1

 

 

$

12.8

 

 

$

16.4

 

 

$

23.6

 

$

33.4

 

 

$

33.1

 

 

$

64.6

 

 

$

16.4

 

Weighted average basic common shares outstanding

 

32,588

 

 

 

32,582

 

 

 

32,654

 

 

 

32,546

 

 

31,117

 

 

 

32,588

 

 

 

31,071

 

 

 

32,654

 

Basic earnings per share

$

1.01

 

 

$

0.39

 

 

$

0.50

 

 

$

0.72

 

$

1.08

 

 

$

1.01

 

 

$

2.08

 

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to Greenbrier

$

33.1

 

 

$

12.8

 

 

$

16.4

 

 

$

23.6

 

$

33.4

 

 

$

33.1

 

 

$

64.6

 

 

$

16.4

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and debt issuance costs on the 2.875%
convertible notes due 2024, net of tax

 

0.3

 

 

 

0.3

 

 

n/a

 

 

n/a

 

 

0.2

 

 

 

0.3

 

 

 

0.5

 

 

n/a

 

Earnings before interest and debt issuance costs
on the
2.875% convertible notes due 2024

$

33.4

 

 

$

13.1

 

 

n/a

 

 

n/a

 

Earnings before interest and debt issuance costs
on the
2.875% convertible notes due 2024

$

33.6

 

 

$

33.4

 

 

$

65.1

 

 

n/a

 

Weighted average diluted common shares outstanding

 

34,400

 

 

 

34,463

 

 

 

33,654

 

 

 

33,609

 

 

32,570

 

 

 

34,400

 

 

 

32,676

 

 

 

33,654

 

Diluted earnings per share

$

0.97

 

(1)

$

0.38

 

(1)

$

0.49

 

 

$

0.70

 

$

1.03

 

(1)

$

0.97

 

(1)

$

1.99

 

(1)

$

0.49

 

(1) Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024

Weighted average diluted common shares outstanding

Note 11 – Stock Based Compensation

The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock unit awards.

Stock based compensation expense was $2.7 million and $5.9 million for the three and six months ended February 28, 2023, respectively and $4.9 million and $5.9 million for the three and six months ended February 28, 2022, respectively. Compensation expense is recorded in Selling and administrative expense and Cost of revenue on the Condensed Consolidated Statements of Income.

Note 1211 – Derivative Instruments

 

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain current and probable future debt. The Company’s foreign currency forward exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in Accumulated other comprehensive income.

 

At February 28, 202329, 2024 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to $89.1110.9 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets as Accounts payable and accrued liabilities when in a loss position, or as Accounts receivable, net when in a gain position. As the contracts mature at various dates through August 2024,April 2026, any such gain or loss remaining will be recognized in manufacturing revenue or cost of revenue along with the related transactions. In the event that the underlying transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence. At February 28, 202329, 2024 exchange rates, approximately $($0.42.1 million) of lossmillion would be reclassified to revenue or cost of revenue in the next year.

 

At February 28, 2023,29, 2024, interest rate swap agreements maturing from September 2023June 2024 through January 2032 had notional amounts that aggregated to $468.4608.6 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets in Accounts payable and accrued liabilities when in a loss position, or in Accounts receivable, net when in a gain position. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from Accumulated other comprehensive loss and charged or credited to interest expense. At February 28, 202329, 2024 interest rates, approximately $13.513.7 million of gain would be reclassified to reduce interest expense in the next year.

16


Fair Values of Derivative Instruments

(in millions)

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

 

 

February 28,
2023

 

 

August 31,
2022

 

 

February 28,
2023

 

 

August 31,
2022

 

 

 

 

February 29,
2024

 

 

August 31,
2023

 

 

February 29,
2024

 

 

August 31,
2023

 

 

Balance sheet location

 

Fair Value

 

 

Fair Value

 

 

Balance sheet location

 

Fair Value

 

 

Fair Value

 

 

Balance sheet location

 

Fair Value

 

 

Fair Value

 

 

Balance sheet location

 

Fair Value

 

 

Fair Value

 

Derivatives designated
as hedging
instruments

 

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

Foreign forward
exchange contracts

 

Accounts receivable,
net

 

$

1.5

 

 

$

0.6

 

 

Accounts payable and
accrued liabilities

 

$

0.4

 

 

$

2.9

 

 

Accounts
receivable, net

 

$

5.3

 

 

$

2.5

 

 

Accounts payable
and accrued liabilities

 

$

0.1

 

 

$

0.1

 

Interest rate swap
contracts

 

Accounts receivable,
net

 

 

36.4

 

 

 

20.8

 

 

Accounts payable and
accrued liabilities

 

 

 

 

 

-

 

 

Accounts
receivable, net

 

 

32.1

 

 

 

34.9

 

 

Accounts payable
and accrued liabilities

 

 

0.1

 

 

 

0.1

 

 

 

 

$

37.9

 

 

$

21.4

 

 

 

 

$

0.4

 

 

$

2.9

 

 

 

 

$

37.4

 

 

$

37.4

 

 

 

 

$

0.2

 

 

$

0.2

 

Derivatives not
designated as
hedging instruments

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

Foreign forward
exchange contracts

 

Accounts receivable,
  net

 

$

 

 

$

 

 

Accounts payable and
accrued liabilities

 

$

 

 

$

0.1

 

 

Accounts
receivable, net

 

$

 

 

$

0.5

 

 

Accounts payable
and accrued liabilities

 

$

 

 

$

 

15


 

The Effect of Derivative Instruments on the Statements of Income

(in millions)

 

Three Months Endedmonths ended February 29, 2024 and February 28, 2023 and 2022

 

Derivatives in cash flow hedging relationships

 

Location of gain (loss)
recognized in income
on derivatives

 

Gain (loss) recognized in income on
derivatives three months ended February 28,

 

 

 

 

 

2023

 

 

2022

 

Foreign forward exchange contract

 

Interest and foreign exchange

 

$

(0.3

)

 

$

(0.1

)

Derivatives in cash flow hedging relationships

Location of gain (loss) recognized
 in income on derivatives

Gain (loss) recognized in income on
derivatives three months ended

February 29,
2024

February 28,
2023

Foreign forward exchange contract

Interest and foreign exchange

$

$

(0.3

)

 

Derivatives in
cash flow hedging
relationships

Gain (loss) recognized
in OCI on derivatives
three months ended February 28,

 

Location of gain
(loss) reclassified
from accumulated
OCI into income

Gain (loss) reclassified
from accumulated OCI
into income three months
ended February 28,

 

Location of gain
(loss) on derivative
(amount
excluded from
effectiveness
testing)

Gain (loss) recognized
on derivative
(amount excluded from
effectiveness testing)
three months ended February 28,

 

Gain (loss) recognized in
 OCI on derivatives three
 months ended

 

Location of
gain (loss) reclassified
from accumulated
OCI into income

Gain (loss) reclassified
from accumulated OCI
into income three months
ended

 

Location of gain
(loss) on derivatives
(amount excluded
 from effectiveness
testing)

Gain (loss) recognized on
 derivatives (amount
excluded from
 effectiveness testing) three
months ended

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Foreign
forward
exchange
contracts

$

0.5

 

 

$

(0.4

)

Revenue

$

(0.5

)

 

$

(0.2

)

Revenue

$

0.5

 

 

$

0.3

 

$

0.5

 

 

$

0.5

 

Revenue

$

0.8

 

 

$

(0.5

)

Revenue

$

0.6

 

 

$

0.5

 

Foreign
forward
exchange
contracts

 

0.8

 

 

 

1.4

 

Cost of
revenue

 

0.4

 

 

 

 

Cost of
   revenue

 

0.3

 

 

 

0.3

 

 

0.2

 

 

 

0.8

 

Cost of
revenue

 

 

 

 

0.4

 

Cost of
   revenue

 

0.3

 

 

 

0.3

 

Interest rate
swap
contracts

 

8.6

 

 

 

0.6

 

Interest and
foreign
exchange

 

2.4

 

 

 

(1.3

)

Interest and
   foreign
   exchange

 

 

 

 

 

 

2.9

 

 

 

8.6

 

Interest and
foreign
exchange

 

4.2

 

 

 

2.4

 

Interest and
   foreign
   exchange

 

 

 

 

 

$

9.9

 

 

$

1.6

 

 

$

2.3

 

 

$

(1.5

)

 

$

0.8

 

 

$

0.6

 

$

3.6

 

 

$

9.9

 

 

$

5.0

 

 

$

2.3

 

 

$

0.9

 

 

$

0.8

 

17


 

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded and the effects of the cash flow hedge activity on these line items for the three months ended February 29, 2024 and February 28, 2023 and 2022:2023:

 

 

For The Three Months Ended February 28,

 

 

For the Three Months Ended

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

Revenue

 

$

1,122.0

 

 

$

(0.5

)

 

$

682.8

 

 

$

(0.2

)

 

$

862.7

 

 

$

0.8

 

 

$

1,122.0

 

 

$

(0.5

)

Cost of revenue

 

$

1,005.2

 

 

$

0.4

 

 

$

628.0

 

 

$

 

 

$

740.5

 

 

$

 

 

$

1,005.2

 

 

$

0.4

 

Interest and foreign exchange

 

$

21.6

 

 

$

2.4

 

 

$

11.8

 

 

$

(1.3

)

 

$

24.6

 

 

$

4.2

 

 

$

21.6

 

 

$

2.4

 

 

Six Months Ended February 28, 2023 and 2022The Effect of Derivative Instruments on the Statements of Income

(in millions)

 

Derivatives in cash flow hedging relationships

 

Location of gain (loss)
recognized in income
on derivatives

 

Gain (loss) recognized in income on
derivatives six months ended February 28,

 

 

 

 

 

2023

 

 

2022

 

Foreign forward exchange contract

 

Interest and foreign exchange

 

$

(0.3

)

 

$

(0.4

)

Six months ended February 29, 2024 and February 28, 2023

 

Derivatives in
cash flow hedging
relationships

 

Gain (loss) recognized
in OCI on derivatives
six months ended February 28,

 

 

Location of gain
(loss) reclassified
from accumulated
OCI into income

 

Gain (loss) reclassified
from accumulated OCI
into income six months
ended February 28,

 

 

Location of gain
(loss) on derivative
(amount
excluded from
effectiveness
testing)

 

Gain (loss) recognized
on derivative
(amount excluded from
effectiveness testing)
six months ended February 28,

 

 

 

2023

 

 

2022

 

 

 

 

2023

 

 

2022

 

 

 

 

2023

 

 

2022

 

Foreign
   forward
   exchange
   contracts

 

$

2.0

 

 

$

(5.0

)

 

Revenue

 

$

(0.9

)

 

$

(0.4

)

 

Revenue

 

$

0.8

 

 

$

0.5

 

Foreign
   forward
   exchange
   contracts

 

 

1.1

 

 

 

0.1

 

 

Cost of
revenue

 

 

0.6

 

 

 

 

 

Cost of
   revenue

 

 

0.4

 

 

 

0.4

 

Interest rate
   swap
   contracts

 

 

19.0

 

 

 

2.3

 

 

Interest and
foreign
exchange

 

 

3.4

 

 

 

(2.6

)

 

Interest and
   foreign
   exchange

 

 

 

 

 

 

 

 

$

22.1

 

 

$

(2.6

)

 

 

 

$

3.1

 

 

$

(3.0

)

 

 

 

$

1.2

 

 

$

0.9

 

Derivatives in cash flow hedging relationships

 

Location of gain (loss)
recognized in income
on derivatives

 

Gain (loss) recognized in income on
derivatives six months ended

 

 

 

 

 

February 29,
2024

 

 

February 28,
2023

 

Foreign forward exchange contract

 

Interest and foreign exchange

 

$

0.2

 

 

$

(0.3

)

16


Derivatives in
cash flow hedging
relationships

 

Gain (loss) recognized
in OCI on derivatives
six months ended

 

 

Location of gain
(loss) reclassified
from accumulated
OCI into income

 

Gain (loss) reclassified
from accumulated OCI
into income six months
ended

 

 

Location of gain
(loss) on derivatives
(amount
excluded from
effectiveness
testing)

 

Gain (loss) recognized
on derivatives
(amount excluded from
effectiveness testing)
six months ended

 

 

 

February 29,
2024

 

 

February 28,
2023

 

 

 

 

February 29,
2024

 

 

February 28,
2023

 

 

 

 

February 29,
2024

 

 

February 28,
2023

 

Foreign
   forward
   exchange
   contracts

 

$

2.9

 

 

$

2.0

 

 

Revenue

 

$

1.0

 

 

$

(0.9

)

 

Revenue

 

$

1.2

 

 

$

0.8

 

Foreign
   forward
   exchange
   contracts

 

 

 

 

 

1.1

 

 

Cost of
revenue

 

 

(0.1

)

 

 

0.6

 

 

Cost of
   revenue

 

 

0.6

 

 

 

0.4

 

Interest rate
   swap
   contracts

 

 

6.0

 

 

 

19.0

 

 

Interest and
foreign
exchange

 

 

8.5

 

 

 

3.4

 

 

Interest and
   foreign
   exchange

 

 

 

 

 

 

 

 

$

8.9

 

 

$

22.1

 

 

 

 

$

9.4

 

 

$

3.1

 

 

 

 

$

1.8

 

 

$

1.2

 

 

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded and the effects of the cash flow hedge activity on these line items for the six months ended February 29, 2024 and February 28, 2023 and 2022:2023:

 

 

For The Six Months Ended February 28,

 

 

For the Six Months Ended

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

 

Total

 

 

Amount of gain
(loss) on cash
flow hedge
activity

 

Revenue

 

$

1,888.5

 

 

$

(0.9

)

 

$

1,233.5

 

 

$

(0.4

)

 

$

1,671.5

 

 

$

1.0

 

 

$

1,888.5

 

 

$

(0.9

)

Cost of revenue

 

$

1,702.2

 

 

$

0.6

 

 

$

1,131.1

 

 

$

 

 

$

1,428.0

 

 

$

(0.1

)

 

$

1,702.2

 

 

$

0.6

 

Interest and foreign exchange

 

$

41.2

 

 

$

3.4

 

 

$

24.4

 

 

$

(2.6

)

 

$

47.8

 

 

$

8.5

 

 

$

41.2

 

 

$

3.4

 

 

Note 1312 – Segment Information

The Company operates in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services.

The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2022. Performance is evaluated based on Earnings (loss) from operations. Corporate includes selling and

18


administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. The Company does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.

 

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes.

 

For the three months ended February 29, 2024:

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

735.8

 

 

$

61.5

 

 

$

797.3

 

 

$

58.8

 

 

$

3.7

 

 

$

62.5

 

Maintenance Services

 

 

75.2

 

 

 

9.1

 

 

 

84.3

 

 

 

4.6

 

 

 

 

 

 

4.6

 

Leasing & Management Services

 

 

51.7

 

 

 

0.3

 

 

 

52.0

 

 

 

33.2

 

 

 

0.1

 

 

 

33.3

 

Eliminations

 

 

 

 

 

(70.9

)

 

 

(70.9

)

 

 

 

 

 

(3.8

)

 

 

(3.8

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(33.1

)

 

 

 

 

 

(33.1

)

 

 

$

862.7

 

 

$

 

 

$

862.7

 

 

$

63.5

 

 

$

 

 

$

63.5

 

17


For the six months ended February 29, 2024:

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

1,411.7

 

 

$

120.0

 

 

$

1,531.7

 

 

$

113.1

 

 

$

8.4

 

 

$

121.5

 

Maintenance Services

 

 

159.0

 

 

 

18.3

 

 

 

177.3

 

 

 

15.2

 

 

 

 

 

 

15.2

 

Leasing & Management Services

 

 

100.8

 

 

 

0.5

 

 

 

101.3

 

 

 

59.5

 

 

 

0.1

 

 

 

59.6

 

Eliminations

 

 

 

 

 

(138.8

)

 

 

(138.8

)

 

 

 

 

 

(8.5

)

 

 

(8.5

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(59.4

)

 

 

 

 

 

(59.4

)

 

 

$

1,671.5

 

 

$

 

 

$

1,671.5

 

 

$

128.4

 

 

$

 

 

$

128.4

 

For the three months ended February 28, 2023:

 

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

968.6

 

 

$

96.8

 

 

$

1,065.4

 

 

$

46.6

 

 

$

8.8

 

 

$

55.4

 

Maintenance Services

 

 

98.0

 

 

 

6.2

 

 

 

104.2

 

 

 

6.8

 

 

 

 

 

 

6.8

 

Leasing & Management Services

 

 

55.4

 

 

 

0.5

 

 

 

55.9

 

 

 

40.7

 

 

 

0.1

 

 

 

40.8

 

Eliminations

 

 

 

 

 

(103.5

)

 

 

(103.5

)

 

 

 

 

 

(8.9

)

 

 

(8.9

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(26.7

)

 

 

 

 

 

(26.7

)

 

 

$

1,122.0

 

 

$

 

 

$

1,122.0

 

 

$

67.4

 

 

$

 

 

$

67.4

 

 

For the six months ended February 28, 2023:

 

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

1,615.1

 

 

$

141.3

 

 

$

1,756.4

 

 

$

43.2

 

 

$

12.8

 

 

$

56.0

 

Maintenance Services

 

 

183.5

 

 

 

14.7

 

 

 

198.2

 

 

 

12.3

 

 

 

 

 

 

12.3

 

Leasing & Management Services

 

 

89.9

 

 

 

0.7

 

 

 

90.6

 

 

 

56.3

 

 

 

0.1

 

 

 

56.4

 

Eliminations

 

 

 

 

 

(156.7

)

 

 

(156.7

)

 

 

 

 

 

(12.9

)

 

 

(12.9

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(49.2

)

 

 

 

 

 

(49.2

)

 

 

$

1,888.5

 

 

$

 

 

$

1,888.5

 

 

$

62.6

 

 

$

 

 

$

62.6

 

 

For the three months ended February 28, 2022:

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

555.7

 

 

$

1.8

 

 

$

557.5

 

 

$

1.8

 

 

$

 

 

$

1.8

 

Maintenance Services

 

 

86.6

 

 

 

6.1

 

 

 

92.7

 

 

 

2.9

 

 

 

 

 

 

2.9

 

Leasing & Management Services

 

 

40.5

 

 

 

0.4

 

 

 

40.9

 

 

 

47.6

 

 

 

 

 

 

47.6

 

Eliminations

 

 

 

 

 

(8.3

)

 

 

(8.3

)

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

(27.1

)

 

 

 

 

 

(27.1

)

 

 

$

682.8

 

 

$

 

 

$

682.8

 

 

$

25.2

 

 

$

 

 

$

25.2

 

For the six months ended February 28, 2022:

 

 

Revenue

 

 

Earnings (loss) from operations

 

(in millions)

 

External

 

 

Intersegment

 

 

Total

 

 

External

 

 

Intersegment

 

 

Total

 

Manufacturing

 

$

1,008.2

 

 

$

41.2

 

 

$

1,049.4

 

 

$

14.1

 

 

$

0.3

 

 

$

14.4

 

Maintenance Services

 

 

159.0

 

 

 

8.8

 

 

 

167.8

 

 

 

1.8

 

 

 

 

 

 

1.8

 

Leasing & Management Services

 

 

66.3

 

 

 

0.7

 

 

 

67.0

 

 

 

64.8

 

 

 

 

 

 

64.8

 

Eliminations

 

 

 

 

 

(50.7

)

 

 

(50.7

)

 

 

 

 

 

(0.3

)

 

 

(0.3

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(43.7

)

 

 

 

 

 

(43.7

)

 

 

$

1,233.5

 

 

$

 

 

$

1,233.5

 

 

$

37.0

 

 

$

 

 

$

37.0

 

19


 

Total assets

 

 

Total assets

 

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Manufacturing

 

$

1,923.0

 

 

$

1,853.9

 

 

$

1,814.5

 

 

$

1,847.0

 

Maintenance Services

 

 

313.9

 

 

 

284.8

 

 

 

309.5

 

 

 

294.4

 

Leasing & Management Services

 

 

1,267.2

 

 

 

1,152.2

 

 

 

1,592.2

 

 

 

1,458.1

 

Unallocated, including cash

 

 

448.4

 

 

 

560.6

 

 

 

327.4

 

 

 

378.9

 

 

$

3,952.5

 

 

$

3,851.5

 

 

$

4,043.6

 

 

$

3,978.4

 

 

Reconciliation of Earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:

 

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

 

Three Months Ended

 

 

Six Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Earnings from operations

 

$

67.4

 

 

$

25.2

 

 

$

62.6

 

 

$

37.0

 

 

$

63.5

 

 

$

67.4

 

 

$

128.4

 

 

$

62.6

 

Interest and foreign exchange

 

 

21.6

 

 

 

11.8

 

 

 

41.2

 

 

 

24.4

 

 

 

24.6

 

 

 

21.6

 

 

 

47.8

 

 

 

41.2

 

Earnings before income tax and earnings
from unconsolidated affiliates

 

$

45.8

 

 

$

13.4

 

 

$

21.4

 

 

$

12.6

 

 

$

38.9

 

 

$

45.8

 

 

$

80.6

 

 

$

21.4

 

18


 

Note 1413 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $55.280.7 million and $48.668.0 million as of February 28, 202329, 2024 and August 31, 2022,2023, respectively. Depreciation expense was $8.4 million and $16.2 million for the three and six months ended February 29, 2024, respectively and $6.8 million and $12.8 million for the three and six months ended February 28, 2023, respectively and $5.4 million and $10.5 million for the three and six months ended February 28, 2022, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases is subleased to customers under non-cancelable operating leases with lease terms ranging from one to approximately thirteentwelve years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 29, 2024 was $30.5 million and $58.1 million, respectively, which included $5.1 million and $10.5 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 28, 2023 was $23.8 million and $43.4 million, respectively, which included $4.9 million and $9.7 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements.Operating lease rental revenues included in the Company's Condensed Consolidated Statements of Income for the three and six months ended February 28, 2022 was $16.3 million and $31.3 million, respectively, which included $3.9 million and $8.5 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements.

Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at February 28, 2023,29, 2024, will mature as follows:

(in millions)

 

 

 

Remaining six months of 2023

 

$

33.6

 

2024

 

 

58.4

 

2025

 

 

50.4

 

2026

 

 

44.0

 

2027

 

 

38.4

 

Thereafter

 

 

77.7

 

 

$

302.5

 

20


(in millions)

 

 

 

Remaining six months of 2024

 

$

48.5

 

2025

 

 

87.9

 

2026

 

 

79.0

 

2027

 

 

69.3

 

2028

 

 

53.3

 

Thereafter

 

 

107.7

 

 

$

445.7

 

 

Lessee

The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the three and six months ended February 28, 202329, 2024 and February 28, 2022,2023, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less than one year to 7675 years, with some including options to extend up to 157 years. The Company recognizes a lease liability and corresponding right-of-use (ROU) asset based on the present value of lease payments. To determine the present value of lease payments, as most of its leases do not provide a readily determinable implicit rate, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at each lease commencement date. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when estimating its incremental borrowing rate.

The components of operating lease costs were as follows:

 

Three Months Ended
February 28,

 

 

Six Months Ended
February 28,

 

 

Three Months Ended

 

 

Six Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

 

February 29,
2024

 

 

February 28,
2023

 

Operating lease expense

 

$

3.1

 

 

$

2.5

 

 

$

6.4

 

 

$

5.2

 

 

$

4.2

 

 

$

3.1

 

 

$

8.4

 

 

$

6.4

 

Short-term lease expense

 

 

2.6

 

 

 

1.4

 

 

 

4.4

 

 

 

2.7

 

 

 

1.7

 

 

 

2.6

 

 

 

3.8

 

 

 

4.4

 

Total

 

$

5.7

 

 

$

3.9

 

 

$

10.8

 

 

$

7.9

 

 

$

5.9

 

 

$

5.7

 

 

$

12.2

 

 

$

10.8

 

19


 

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at February 28, 202329, 2024, will mature as follows:

(in millions)

 

 

 

 

 

 

Remaining six months of 2023

 

$

6.6

 

2024

 

 

11.5

 

Remaining six months of 2024

 

$

7.7

 

2025

 

 

8.7

 

 

 

14.2

 

2026

 

 

7.5

 

 

 

13.4

 

2027

 

 

4.7

 

 

 

10.6

 

2028

 

 

9.7

 

Thereafter

 

 

17.7

 

 

 

23.9

 

Total lease payments

 

$

56.7

 

 

$

79.5

 

Less: Imputed interest

 

 

(4.7

)

 

 

(7.6

)

Total lease obligations

 

$

52.0

 

 

$

71.9

 

 

The table below presents additional information related to the Company’s leases:

 

Weighted average remaining lease term (years):

 

 

 

Operating leases

 

 

11.210.6

 

 

 

 

Weighted average discount rate:

 

 

 

Operating leases

 

 

2.22.7

%

 

Supplemental cash flow information related to leases were as follows:

 

(in millions)

 

Six months ended
February 28,
2023

 

Cash paid for amounts included in the measurement
   of lease liabilities:

 

 

 

Operating cash flows from operating leases

 

$

6.7

 

ROU assets obtained in exchange for new operating
   lease liabilities

 

$

1.1

 

21


(in millions)

 

Six Months Ended February 29, 2024

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$

8.8

ROU assets obtained in exchange for new operating lease liabilities

$

7.6

 

Note 1514 – Commitments and Contingencies

Portland Harbor Superfund Site

The Company’s former Portland, Oregon manufacturing facility (the Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the Company’s manufacturing facility, as a federal "National Priority List" or "Superfund" site due to sediment contamination (the Portland Harbor Site). The Company and more than 140 other parties have received a "General Notice" of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. Ten private and public entities, including the Company (the Lower Willamette Group or LWG), signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities did not sign such consent, but nevertheless contributed financially to the effort. The EPA-mandated RI/FS was produced by the LWG and cost over $110 million during a 17-year period. The Company bore a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure during the 17-year period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.

Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 96 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Site. The Company will continue to participate in the allocation process. Approximately 110 additional parties signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has been stayed by the court until January 14, 2025.

20


The EPA's January 6, 2017 ROD identifies a clean-up remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur. The EPA has identified several Sediment Decision Units within the ROD cleanup area. One of the units, RM9W, includes the nearshore area of the river sediments offshore of the Portland Property as well as downstream of the facility. It also includes a portion of the Company’sPortland Property's riverbank. The ROD does not break down total remediation costs by Sediment Decision Unit. The EPA requested that potentially responsible parties enter AOCs during 2019 agreeing to conduct remedial design studies. Some parties have signed AOCs, including one party with respect to RM9W which includes the area offshore of the Portland Property. The Company has not signed an AOC in connection with remedial design, but is assisting in funding a portion of the RM9W remedial design.

The ROD does not address responsibility for the costs of clean-up, nor does it allocate such costs among the potentially responsible parties. Responsibility for funding and implementing the EPA's selected cleanup remedy will be determined at an unspecified later date. Based on the investigation to date, the Company believes that it did not contribute in any material way to contaminants of concern in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its propertythe Portland Property precedes the Company’s ownership of the Portland Property. Because these environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the river's classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and Consolidated Financial Statements, or the value of the Portland Property.

22


On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including the Company as well as the federal government and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. Court for the District of Oregon Case No. 3i17-CV-00164-SB. The complaint does not specify the amount of damages the plaintiff will seek. The case has been stayed until January 14, 2025.

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing OperationsProperty

The Company entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland Property may have released hazardous substances into the environment. The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. Interim precautionary measures are also required in the order and the Company is discussing with the DEQ potential remedial actions which may be required. The Company’s aggregate expenditure has not been material, however it could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

Sale of Portland Property

The Company sold the Portland Property in May 2023, but remains potentially liable with respect to the above matters. Any of these matters could adversely affect the Company's business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the property will be the liability of the current and future owners and operators of the Portland Property.

Other Litigation, Commitments and Contingencies

From time to time, Greenbrierthe Company is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.

As of February 28, 2023,29, 2024, the Company had outstanding letters of credit aggregating to $5.57.1 million associated with performance guarantees, facility leases and workers compensation insurance.

 

21


Note 1615 – Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical instruments;

Level 2 - inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and

Level 3 - unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of February 28, 202329, 2024 were:

 

(in millions)

 

Total

 

 

Level 1

 

 

Level 2 (1)

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

37.9

 

 

$

 

 

$

37.9

 

 

$

 

Nonqualified savings plan investments

 

 

45.1

 

 

 

45.1

 

 

 

 

 

 

 

Cash equivalents

 

 

60.3

 

 

 

60.3

 

 

 

 

 

 

 

 

$

143.3

 

 

$

105.4

 

 

$

37.9

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

0.4

 

 

$

 

 

$

0.4

 

 

$

 

23


(in millions)

 

Total

 

 

Level 1

 

 

Level 2 (1)

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

37.4

 

 

$

 

 

$

37.4

 

 

$

 

Nonqualified savings plan investments

 

 

56.4

 

 

 

56.4

 

 

 

 

 

 

 

Cash equivalents

 

 

52.0

 

 

 

52.0

 

 

 

 

 

 

 

 

$

145.8

 

 

$

108.4

 

 

$

37.4

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

0.2

 

 

$

 

 

$

0.2

 

 

$

 

Assets and liabilities measured at fair value on a recurring basis as of August 31, 20222023 were:

 

(in millions)

 

Total

 

 

Level 1

 

 

Level 2 (1)

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2 (1)

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

21.4

 

 

$

 

 

$

21.4

 

 

$

 

 

$

37.9

 

 

$

 

 

$

37.9

 

 

$

 

Nonqualified savings plan investments

 

 

40.3

 

 

 

40.3

 

 

 

 

 

 

 

 

 

47.7

 

 

 

47.7

 

 

 

 

 

 

 

Cash equivalents

 

 

119.4

 

 

 

119.4

 

 

 

 

 

 

 

 

 

51.2

 

 

 

51.2

 

 

 

 

 

 

 

 

$

181.1

 

 

$

159.7

 

 

$

21.4

 

 

$

 

 

$

136.8

 

 

$

98.9

 

 

$

37.9

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

3.0

 

 

$

 

 

$

3.0

 

 

$

 

 

$

0.2

 

 

$

 

 

$

0.2

 

 

$

 

 

(1)
Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 1211 - Derivative Instruments for further discussion.

 

Note 1716 – Related Party Transactions

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $1.82.5 million and $4.54.8 million of railcar components from Axis for the three and six months ended February 28, 2023,29, 2024, respectively and $3.31.8 million and $6.14.5 million for the three and six months ended February 28, 2022,2023, respectively.

22


 

24


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services. Our segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, and Romania, and Turkey, produces double-stack intermodalfreight railcars, tank cars, conventionalintermodal railcars and automotive railcar products and marine vessels.products. The Maintenance Services segment performs wheel and axle servicing, railcar maintenance and produces a variety of parts for the rail industry in North America. The Leasing & Management Services segment owns approximately 12,30014,600 railcars as of February 28, 2023.29, 2024. We also provide management services for approximately 408,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America as of February 28, 2023. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil.America.

 

Management identifies fivethe following trends impactingwhich continue to impact our business and our results for the six months ended February 28, 2023.29, 2024. Overall, demand in the marketplace remained strong. Inflation, rising interest rates, supply chain challenges, and rail service congestion persisted. Manufacturing was impacted by supply chain disruptions, negatively impacting gross margin in the first half of 2023. Notwithstanding these specific challenges and the concern of a general economic slowdown, management’s optimism about the current fiscal year is sustained by theremains strong demand for our products and services as well asservices. Supply chain challenges, rail service congestion, inflation, high interest rates, and labor shortages continue to impact our business. Despite this operating environment, we accomplished the following achievements fromduring the first half of 2023:six months ended February 29, 2024:

Revenue increased by $655Margin has improved $57.2 million and 53.1%30.7% compared to the same period last year driven by a 44.4% increaseoperating efficiencies and favorable product mix in railcar deliveries.
Obtained new railcar orders of 10,100 units valued at approximately $1.3 billion duringour Manufacturing segment. All segments saw improvement in their margins when compared to the six months ended February 28, 2023.
Net earnings attributable to Greenbrier increased $48.2 million compared to the same period last year driven in part by operating efficiencies in connection with the ongoing optimization of our industrial footprint to support our strategic plan discussed below.

We acquiredbelieve our results highlight our continued focus on our strategic plan and we remain focused on increasing recurring revenue, expanding our aggregate gross margin, and raising our return on invested capital. Recurring revenue is defined as Leasing & Management Services revenue excluding the minority interest in GBX Leasing, and now wholly own our lease fleet.impact of syndication transactions.

Our backlog remains strong with railcar deliveries and marine deliveries into calendar 2024.2026. Our railcar backlog was 25,90029,200 units with an estimated value of $3.1$3.6 billion as of February 28, 2023.29, 2024. Our backlog includes unitsnearly $815 million of railcars intended for leasesyndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Multi-year supply agreements are a part of rail industry practice. A portion of the orders included in backlog reflects an assumed product mix. Under terms of the orders, the exact mix and pricing will be determined in the future, which may impact backlog. Approximately 4%3% of backlog units and 5%2% of estimated backlog value as of February 28, 202329, 2024 was associated with our Brazilian manufacturing operations which is accounted for under the equity method. Marine backlog as of February 28, 2023 was approximately $43 million.

 

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 and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.

 

On November 17, 2022, as part of our strategic review of the global business capacity footprint, we decided to permanently cease rail production at our Gunderson facility during 2023 and to explore alternatives to exit marine barge production in the first part of calendar 2024. Due to the change in future use of the facility, management assessed recoverability of Gunderson assets in accordance with our policy on impairment of long-lived assets.Based on an analysis of future undiscounted cash flows associated with these assets, we determined that the carrying value was not recoverable. In the first quarter of fiscal 2023, management concluded that an impairment charge was necessary and $24.2 million was recorded in the Manufacturing segment as Impairment of long-lived assets within the Condensed Consolidated Statements of Operations. Although it is possible that costs and charges related to the cessation of production at the facility, such as exit costs and termination benefits may be incurred in future periods, the amount of any such costs and charges is not estimable at this time and we do not yet know if the amount of any such costs and charges will be material.

As described in Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 20222023 the items described above may have a material negative impact on our business, liquidity, results of operations and stock price. Beyond these general observations, we are unable to predict when, how, or with what magnitude these items will impact our business.

2523


 

Three Months Ended February 28, 202329, 2024 Compared to the Three Months Ended February 28, 20222023

Overview

Revenue, Cost of revenue, Margin and Earnings from operations (operating profit or loss) presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.

 

 

Three Months Ended
February 28,

 

 

Three Months Ended

 

(in millions, except per share amounts)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

968.6

 

 

$

555.7

 

 

$

735.8

 

 

$

968.6

 

Maintenance Services

 

 

98.0

 

 

 

86.6

 

 

 

75.2

 

 

 

98.0

 

Leasing & Management Services

 

 

55.4

 

 

 

40.5

 

 

 

51.7

 

 

 

55.4

 

 

 

1,122.0

 

 

 

682.8

 

 

 

862.7

 

 

 

1,122.0

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

901.2

 

 

 

535.0

 

 

 

656.2

 

 

 

901.2

 

Maintenance Services

 

 

89.6

 

 

 

81.7

 

 

 

69.2

 

 

 

89.6

 

Leasing & Management Services

 

 

14.4

 

 

 

11.3

 

 

 

15.1

 

 

 

14.4

 

 

 

1,005.2

 

 

 

628.0

 

 

 

740.5

 

 

 

1,005.2

 

Margin:

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

67.4

 

 

 

20.7

 

 

 

79.6

 

 

 

67.4

 

Maintenance Services

 

 

8.4

 

 

 

4.9

 

 

 

6.0

 

 

 

8.4

 

Leasing & Management Services

 

 

41.0

 

 

 

29.2

 

 

 

36.6

 

 

 

41.0

 

 

 

116.8

 

 

 

54.8

 

 

 

122.2

 

 

 

116.8

 

Selling and administrative

 

 

59.0

 

 

 

54.7

 

 

 

63.6

 

 

 

59.0

 

Net gain on disposition of equipment

 

 

(9.6

)

 

 

(25.1

)

 

 

(4.9

)

 

 

(9.6

)

Earnings from operations

 

 

67.4

 

 

 

25.2

 

 

 

63.5

 

 

 

67.4

 

Interest and foreign exchange

 

 

21.6

 

 

 

11.8

 

 

 

24.6

 

 

 

21.6

 

Earnings before income tax and earnings from unconsolidated affiliates

 

 

45.8

 

 

 

13.4

 

 

 

38.9

 

 

 

45.8

 

Income tax expense

 

 

(11.9

)

 

 

(3.2

)

 

 

(9.3

)

 

 

(11.9

)

Earnings before earnings from unconsolidated affiliates

 

 

33.9

 

 

 

10.2

 

 

 

29.6

 

 

 

33.9

 

Earnings from unconsolidated affiliates

 

 

2.9

 

 

 

1.0

 

 

 

4.0

 

 

 

2.9

 

Net earnings

 

 

36.8

 

 

 

11.2

 

 

 

33.6

 

 

 

36.8

 

Net (earnings) loss attributable to noncontrolling interest

 

 

(3.7

)

 

 

1.6

 

Net earnings attributable to noncontrolling interest

 

 

(0.2

)

 

 

(3.7

)

Net earnings attributable to Greenbrier

 

$

33.1

 

 

$

12.8

 

 

$

33.4

 

 

$

33.1

 

Diluted earnings per common share

 

$

0.97

 

 

$

0.38

 

 

$

1.03

 

 

$

0.97

 

 

Performance for our segments is evaluated based on operating profit or loss. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

 

 

Three Months Ended
February 28,

 

 

Three Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Operating profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

46.6

 

 

$

1.8

 

 

$

58.8

 

 

$

46.6

 

Maintenance Services

 

 

6.8

 

 

 

2.9

 

 

 

4.6

 

 

 

6.8

 

Leasing & Management Services

 

 

40.7

 

 

 

47.6

 

 

 

33.2

 

 

 

40.7

 

Corporate

 

 

(26.7

)

 

 

(27.1

)

 

 

(33.1

)

 

 

(26.7

)

 

$

67.4

 

 

$

25.2

 

 

$

63.5

 

 

$

67.4

 


26


 

 

24


Consolidated Results

 

 

Three Months Ended
February 28,

 

 

Increase

 

%

 

 

Three Months Ended

 

 

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

1,122.0

 

 

$

682.8

 

 

$

439.2

 

 

 

64.3

%

 

$

862.7

 

 

$

1,122.0

 

 

$

(259.3

)

 

 

(23.1

%)

Cost of revenue

 

$

1,005.2

 

 

$

628.0

 

 

$

377.2

 

 

 

60.1

%

 

$

740.5

 

 

$

1,005.2

 

 

$

(264.7

)

 

 

(26.3

%)

Margin (%)

 

 

10.4

%

 

 

8.0

%

 

 

2.4

%

 

*

 

 

 

14.2

%

 

 

10.4

%

 

 

3.8

%

 

*

 

Net earnings attributable to Greenbrier

 

$

33.1

 

 

$

12.8

 

 

$

20.3

 

 

 

158.6

%

 

$

33.4

 

 

$

33.1

 

 

$

0.3

 

 

 

0.9

%

 

* Not meaningful

 

Through our integrated business model, we provide a broad range of custom products and services in each of our segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our results of operations.

The 64.3% increase23.1% decrease in revenueRevenue for the three months ended February 28, 202329, 2024 as compared to the three months ended February 28, 20222023 was primarily due to a 74.3% increase in Manufacturing revenue. The increase24.0% decrease in Manufacturing revenue wasand 23.3% decrease in Maintenance Services revenue. The decreases were primarily attributed todriven by a 63.6% increase26.4% decrease in railcar deliveries.deliveries including lower syndications and 22.0% lower volumes in our wheels business due to mild winter weather during the three months ended February 29, 2024.

The 60.1% increase26.3% decrease in costCost of revenue for the three months ended February 28, 202329, 2024 as compared to the three months ended February 28, 20222023 was primarily due to a 68.4% increase27.2% decrease in Manufacturing cost of revenue. The increasedecrease in Manufacturing cost of revenue was primarily attributed to a 63.6% increase26.4% decrease in railcar deliveries including lower syndications during the three months ended February 28, 2023.29, 2024.

Margin as a percentage of revenue was 10.4%14.2% and 8.0%10.4% for the three months ended February 29, 2024 and February 28, 2023, and 2022, respectively. The overall marginMargin as a percentage of revenue was positively impacted by higher syndication activityoperating efficiencies and improved margin as a percentage of revenue atfavorable product mix within our Manufacturing segment as a result of operating at higher volumes.during the three months ended February 29, 2024.

The $20.3$0.3 million increase in Net earnings attributable to Greenbrier for the three months ended February 28, 202329, 2024 as compared to the three months ended February 28, 20222023 was primarily due to anto:

$5.4 million increase in Margin primarily due to higher railcar deliveries and syndication revenue for the three months ended February 28, 2023. This was29, 2024 primarily due to operating efficiencies and a favorable product mix.
$3.5 million decrease in Net earnings attributable to noncontrolling interest due to lower profitability for the three months ended February 29, 2024.
$2.6 million decrease in Income tax expense from lower pre-tax earnings for the three months ended February 29, 2024.

These were partially offset by:by the following:

A higher$4.7 million decrease in Net gain on disposition of equipment from lower sales of assets from our lease fleet during the three months ended February 29, 2024.
$4.6 million increase in Selling and administrative expense primarily attributed to an increase in employee related costs for the three months ended February 28, 2022.
An increase in Interest and foreign exchange expense for the three months ended February 28, 2023 primarily attributed to an increase in interest expense from higher borrowing and interest rates.
An increase in Income tax expense due to higher Earnings before income tax and earnings from unconsolidated affiliates.29, 2024.

 

 

27

25


 

Manufacturing Segment

 

 

Three Months Ended
February 28,

 

 

Increase

 

%

 

 

Three Months Ended

 

 

 

 

 

 

(In millions, except railcar deliveries)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

968.6

 

 

$

555.7

 

 

$

412.9

 

 

 

74.3

%

 

$

735.8

 

 

$

968.6

 

 

$

(232.8

)

 

 

(24.0

%)

Cost of revenue

 

$

901.2

 

 

$

535.0

 

 

$

366.2

 

 

 

68.4

%

 

$

656.2

 

 

$

901.2

 

 

$

(245.0

)

 

 

(27.2

%)

Margin (%)

 

 

7.0

%

 

 

3.7

%

 

 

3.3

%

 

*

 

 

 

10.8

%

 

 

7.0

%

 

 

3.8

%

 

*

 

Operating profit ($)

 

$

46.6

 

 

$

1.8

 

 

$

44.8

 

 

*

 

 

$

58.8

 

 

$

46.6

 

 

$

12.2

 

 

 

26.2

%

Operating profit (%)

 

 

4.8

%

 

 

0.3

%

 

 

4.5

%

 

*

 

 

 

8.0

%

 

 

4.8

%

 

 

3.2

%

 

*

 

Deliveries

 

 

7,200

 

 

 

4,400

 

 

 

2,800

 

 

 

63.6

%

 

 

5,300

 

 

 

7,200

 

 

 

(1,900

)

 

 

(26.4

%)

 

* Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of freight railcars and from the conversion of existing or in-service railcars through our facilities in North America and Europe. We also manufacture a broad range of ocean-going and river barges for transporting merchandise between ports within the United States.

Manufacturing revenue increased $412.9Revenue decreased $232.8 million or 74.3%24.0% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease in revenueRevenue was primarily attributed to a 63.6% increase26.4% decrease in railcar deliveries. The increase was also due to the additional revenue associated with an increase in material and other input costsdeliveries including lower syndications during the three months ended February 28, 2023, as many of our customer contracts include price escalation provisions when certain of our manufacturing costs increase.29, 2024.

Manufacturing costCost of revenue increased $366.2decreased $245.0 million or 68.4%27.2% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease in costCost of revenue was primarily attributed to a 63.6% increase26.4% decrease in the volume of railcar deliveries and higher costs associated with component outsourcing to support the volume and mix of productionincluding lower syndications during the three months ended February 28, 2023.29, 2024.

Manufacturing marginMargin as a percentage of revenue increased 3.3%3.8% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increase in margin percentage for the three months ended February 28, 202329, 2024 was primarily attributed to operating at higher production levels. This was partially offset by increased costs associated with outsourcing to supportefficiencies and favorable product mix during the higher volume and mix of production.three months ended February 29, 2024.

Manufacturing operatingOperating profit increased $44.8$12.2 million for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increase in operating profit was primarily attributed to increased deliveries forimproved Margin of $12.2 million during the three months ended February 28, 2023 at improved margins.29, 2024.

 

 

2826


 

Maintenance Services Segment

 

 

Three Months Ended
February 28,

 

 

Increase

 

%

 

 

Three Months Ended

 

 

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

98.0

 

 

$

86.6

 

 

$

11.4

 

 

 

13.2

%

 

$

75.2

 

 

$

98.0

 

 

$

(22.8

)

 

 

(23.3

%)

Cost of revenue

 

$

89.6

 

 

$

81.7

 

 

$

7.9

 

 

 

9.7

%

 

$

69.2

 

 

$

89.6

 

 

$

(20.4

)

 

 

(22.8

%)

Margin (%)

 

 

8.6

%

 

 

5.7

%

 

 

2.9

%

 

*

 

 

 

8.0

%

 

 

8.6

%

 

 

(0.6

%)

 

*

 

Operating profit ($)

 

$

6.8

 

 

$

2.9

 

 

$

3.9

 

 

 

134.5

%

 

$

4.6

 

 

$

6.8

 

 

$

(2.2

)

 

 

(32.4

%)

Operating profit (%)

 

 

6.9

%

 

 

3.3

%

 

 

3.6

%

 

*

 

 

 

6.1

%

 

 

6.9

%

 

 

(0.8

%)

 

*

 

 

* Not meaningful

Our Maintenance Services segment primarily generates revenue from railcar component manufacturing and servicing and from providing railcar maintenance services.

Maintenance Services revenue increased $11.4Revenue decreased $22.8 million or 13.2%23.3% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease was primarily attributed to favorable pricing and higher22.0% lower volumes in our wheels business due to higher demand.mild winter weather during the three months ended February 29, 2024.

Maintenance Services costCost of revenue increased $7.9decreased $20.4 million or 9.7%22.8% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease was primarily due to higher costs associated with operating at higher volumes.lower volumes during the three months ended February 29, 2024.

Maintenance Services marginMargin as a percentage of revenue increased 2.9%decreased 0.6% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease in margin percentage was primarily attributed to favorable pricing and efficiencies. This was partially offset by lower scrap metal pricingoperating efficiencies as a result of operating at lower volumes during the three months ended February 28, 2023.29, 2024.

Maintenance Services operatingOperating profit increased $3.9decreased $2.2 million for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease in operating profit was primarily attributed to favorable pricing, higherlower operating efficiencies as a result of operating at lower volumes and improved efficiencies. This was partially offset by lower scrap metal pricing during the three months ended February 28, 2023.29, 2024.

 

 

2927


 

Leasing & Management Services Segment

 

 

Three Months Ended
February 28,

 

 

Increase

 

%

 

 

Three Months Ended

 

 

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

55.4

 

 

$

40.5

 

 

$

14.9

 

 

 

36.8

%

 

$

51.7

 

 

$

55.4

 

 

$

(3.7

)

 

 

(6.7

%)

Cost of revenue

 

$

14.4

 

 

$

11.3

 

 

$

3.1

 

 

 

27.4

%

 

$

15.1

 

 

$

14.4

 

 

$

0.7

 

 

 

4.9

%

Margin (%)

 

 

74.0

%

 

 

72.1

%

 

 

1.9

%

 

*

 

 

 

70.8

%

 

 

74.0

%

 

 

(3.2

%)

 

*

 

Operating profit ($)

 

$

40.7

 

 

$

47.6

 

 

$

(6.9

)

 

 

(14.5

%)

 

$

33.2

 

 

$

40.7

 

 

$

(7.5

)

 

 

(18.4

%)

Operating profit (%)

 

 

73.5

%

 

 

117.5

%

 

 

(44.1

%)

 

*

 

 

 

64.2

%

 

 

73.5

%

 

 

(9.3

%)

 

*

 

 

* Not meaningful

 

Our Leasing & Management Services segment generates revenue from leasing railcars from our lease fleet, providing various management services, syndication revenue associated with leases attached to new railcar sales, and interim rent on leased railcars for syndication.

Leasing & Management Services revenue increased $14.9Revenue decreased $3.7 million or 36.8%6.7% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease was primarily attributed to higherlower syndication revenue and higher leaseactivity. This was partially offset by an increase of $4.0 million in rents due to higher lease rates andassociated with a larger fleet.fleet during the three months ended February 29, 2024.

Leasing & Management Services costCost of revenue increased $3.1$0.7 million or 27.4%4.9% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increase was primarily due to higher costs from the additions to our lease fleet.larger fleet during the three months ended February 29, 2024.

Leasing & Management Services marginMargin as a percentage of revenue increased 1.9%decreased 3.2% for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The increasedecrease in margin percentage was primarily attributed to higherthe lower syndication activity and growth in and higher utilization ofduring the lease fleet.three months ended February 29, 2024.

Leasing & Management Services operatingOperating profit decreased $6.9$7.5 million for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 2022.2023. The decrease was primarily attributed to a reduction in netlower syndication activity and $2.9 million lower Net gain on disposition of equipment forduring the three months ended February 28, 2023.29, 2024.

 

 

3028


 

Selling and Administrative Expense

 

 

Three Months Ended
February 28,

 

 

Increase

 

 

%

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

Selling and administrative expense

 

$

59.0

 

 

$

54.7

 

 

$

4.3

 

 

 

7.9

%

 

 

Three Months Ended

 

 

 

 

 

 

 

(in millions)

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Selling and administrative expense

 

$

63.6

 

 

$

59.0

 

 

$

4.6

 

 

 

7.8

%

 

Selling and administrative expense was $59.0$63.6 million or 5.3%7.4% of revenueRevenue for the three months ended February 28, 202329, 2024 compared to $54.7$59.0 million or 8.0%5.3% of revenueRevenue for the prior comparable period. The $4.3$4.6 million increase was primarily attributed to an increase in employee related costs due to higher incentive compensation expense as a result of timing of financial performance compared tofor the prior year.three months ended February 29, 2024.

Net Gain on Disposition of Equipment

 

Net gain on disposition of equipment primarilytypically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our fleet and to manage risk and liquidity.

Net gain on disposition of equipment was $9.6$4.9 million for the three months ended February 28, 202329, 2024 compared to $25.1$9.6 million for the three months ended February 28, 2022.prior comparable period. The decrease in Net gain on disposition of equipment was primarily attributed to fewer sales of assets from our lease fleet during the three months ended February 28, 2023.29, 2024.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

 

Three Months Ended
February 28,

 

 

Increase

 

 

Three Months Ended

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

Interest and foreign exchange:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense

 

$

20.9

 

 

$

12.0

 

 

$

8.9

 

 

$

23.9

 

 

$

20.9

 

 

$

3.0

 

Foreign exchange (gain) loss

 

 

0.7

 

 

 

(0.2

)

 

 

0.9

 

Foreign exchange loss

 

 

0.7

 

 

 

0.7

 

 

 

 

 

$

21.6

 

 

$

11.8

 

 

$

9.8

 

 

$

24.6

 

 

$

21.6

 

 

$

3.0

 

 

The $9.8$3.0 million increase in Interest and foreign exchange expense for the three months ended February 28, 202329, 2024 compared to the three months ended February 28, 20222023 was attributed to an increase in interest expense from higher levels of borrowingsinterest rates and interest rates.borrowings.

 

29


Income Tax

For the three months ended February 29, 2024, we had Income tax expense of $9.3 million on pre-tax income of $38.9 million for an effective tax rate of 23.9%. The effective tax rate benefited from net favorable adjustments related to our foreign subsidiaries.

 

For the three months ended February 28, 2023, we had incomeIncome tax expense of $11.9 million on a pre-tax income of $45.8 million for an effective tax rate of 25.9%. Tax expense included net favorable discrete items in our foreign operations.

For the three months ended February 28, 2022, we had income tax expense of $3.2 million on pre-tax income of $13.4 million for an effective tax rate of 23.9%. Tax expense included net favorable discrete items.

 

The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

31


Earnings From Unconsolidated Affiliates

 

Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

 

Earnings from unconsolidated affiliates were $2.9$4.0 million and $1.0$2.9 million for the three months ended February 29, 2024 and February 28, 2023, and 2022, respectively. The increase was primarily related to increased volumes.$2.2 million in higher earnings at our Brazil operations for the three months ended February 29, 2024.

 

Noncontrolling Interest

 

Net (earnings) lossearnings attributable to noncontrolling interest was earnings of$0.2 million for the three months ended February 29, 2024 compared to $3.7 million for the three months ended February 28, 2023 compared to a loss of $1.6 million for the three months ended February 28, 2022.2023. Net (earnings) lossearnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

30


 

32


Six Months Ended February 28, 202329, 2024 Compared to the Six Months Ended February 28, 20222023

Overview

Revenue, Cost of revenue, Margin and Earnings from operations (operating profit or loss) presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.

 

 

For the Six Months
Ended February 28,

 

 

Six Months Ended

 

(in millions, except per share amounts)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

1,615.1

 

 

$

1,008.2

 

 

$

1,411.7

 

 

$

1,615.1

 

Maintenance Services

 

 

183.5

 

 

 

159.0

 

 

 

159.0

 

 

 

183.5

 

Leasing & Management Services

 

 

89.9

 

 

 

66.3

 

 

 

100.8

 

 

 

89.9

 

 

 

1,888.5

 

 

 

1,233.5

 

 

 

1,671.5

 

 

 

1,888.5

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

1,505.7

 

 

 

956.6

 

 

 

1,257.1

 

 

 

1,505.7

 

Maintenance Services

 

 

169.2

 

 

 

152.9

 

 

 

140.8

 

 

 

169.2

 

Leasing & Management Services

 

 

27.3

 

 

 

21.6

 

 

 

30.1

 

 

 

27.3

 

 

 

1,702.2

 

 

 

1,131.1

 

 

 

1,428.0

 

 

 

1,702.2

 

Margin:

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

109.4

 

 

 

51.6

 

 

 

154.6

 

 

 

109.4

 

Maintenance Services

 

 

14.3

 

 

 

6.1

 

 

 

18.2

 

 

 

14.3

 

Leasing & Management Services

 

 

62.6

 

 

 

44.7

 

 

 

70.7

 

 

 

62.6

 

 

 

186.3

 

 

 

102.4

 

 

 

243.5

 

 

 

186.3

 

Selling and administrative

 

 

112.4

 

 

 

99.0

 

 

 

119.9

 

 

 

112.4

 

Net gain on disposition of equipment

 

 

(12.9

)

 

 

(33.6

)

 

 

(4.8

)

 

 

(12.9

)

Impairment of long-lived assets

 

 

24.2

 

 

 

 

Asset impairment, disposal, and exit costs

 

 

 

 

 

24.2

 

Earnings from operations

 

 

62.6

 

 

 

37.0

 

 

 

128.4

 

 

 

62.6

 

Interest and foreign exchange

 

 

41.2

 

 

 

24.4

 

 

 

47.8

 

 

 

41.2

 

Earnings before income taxes and earnings from
unconsolidated affiliates

 

 

21.4

 

 

 

12.6

 

 

 

80.6

 

 

 

21.4

 

Income tax expense

 

 

(8.1

)

 

 

(1.8

)

 

 

(19.3

)

 

 

(8.1

)

Earnings before earnings from
unconsolidated affiliates

 

 

13.3

 

 

 

10.8

 

 

 

61.3

 

 

 

13.3

 

Earnings from unconsolidated affiliates

 

 

6.2

 

 

 

6.0

 

 

 

5.5

 

 

 

6.2

 

Net earnings

 

 

19.5

 

 

 

16.8

 

 

 

66.8

 

 

 

19.5

 

Net (earnings) loss attributable to noncontrolling interest

 

 

(3.1

)

 

 

6.8

 

Net earnings attributable to noncontrolling interest

 

 

(2.2

)

 

 

(3.1

)

Net earnings attributable to Greenbrier

 

$

16.4

 

 

$

23.6

 

 

$

64.6

 

 

$

16.4

 

Diluted earnings per common share

 

$

0.49

 

 

$

0.70

 

 

$

1.99

 

 

$

0.49

 

 

Performance for our segments is evaluated based on operating profit or loss. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

 

 

For the Six Months
Ended February 28,

 

 

Six Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Operating profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

43.2

 

 

$

14.1

 

 

$

113.1

 

 

$

43.2

 

Maintenance Services

 

 

12.3

 

 

 

1.8

 

 

 

15.2

 

 

 

12.3

 

Leasing & Management Services

 

 

56.3

 

 

 

64.8

 

 

 

59.5

 

 

 

56.3

 

Corporate

 

 

(49.2

)

 

 

(43.7

)

 

 

(59.4

)

 

 

(49.2

)

 

$

62.6

 

 

$

37.0

 

 

$

128.4

 

 

$

62.6

 

 

3331


 

Consolidated Results

 

 

For the Six Months
Ended February 28,

 

 

Increase

 

 

%

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

Revenue

 

$

1,888.5

 

 

$

1,233.5

 

 

$

655.0

 

 

 

53.1

%

Cost of revenue

 

$

1,702.2

 

 

$

1,131.1

 

 

$

571.1

 

 

 

50.5

%

Margin (%)

 

 

9.9

%

 

 

8.3

%

 

 

1.6

%

 

*

 

Net earnings attributable to
   Greenbrier

 

$

16.4

 

 

$

23.6

 

 

$

(7.2

)

 

 

(30.5

%)

 

 

Six Months Ended

 

 

 

 

 

 

 

(in millions)

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

1,671.5

 

 

$

1,888.5

 

 

$

(217.0

)

 

 

(11.5

%)

Cost of revenue

 

$

1,428.0

 

 

$

1,702.2

 

 

$

(274.2

)

 

 

(16.1

%)

Margin (%)

 

 

14.6

%

 

 

9.9

%

 

 

4.7

%

 

*

 

Net earnings attributable to Greenbrier

 

$

64.6

 

 

$

16.4

 

 

$

48.2

 

 

*

 

 

* Not meaningful

 

Through our integrated business model, we provide a broad range of custom products and services in each of our segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our results of operations.

The 53.1% increase11.5% decrease in revenueRevenue for the six months ended February 28, 202329, 2024 as compared to the six months ended February 28, 20222023 was primarily due to a 60.2% increase12.6% decrease in Manufacturing revenue.Revenue. The increasedecrease in Manufacturing revenueRevenue was primarily attributed to a 44.4% increase10.3% decrease in railcar deliveries.deliveries during the six months ended February 29, 2024.

The 50.5% increase16.1% decrease in costCost of revenue for the six months ended February 28, 202329, 2024 as compared to the six months ended February 28, 20222023 was primarily due to a 57.4% increase16.5% decrease in Manufacturing costCost of revenue. The increasedecrease in Manufacturing costCost of revenue was primarily attributed to a 44.4% increase10.3% decrease in railcar deliveries and higher material costs during the six months ended February 28, 2023.29, 2024.

Margin as a percentage of revenue was 9.9%14.6% and 8.3%9.9% for the six months ended February 29, 2024 and February 28, 2023, and 2022, respectively. The overall marginMargin as a percentage of revenue was positively impacted by an increase in Manufacturing marginMargin from 5.1%6.8% to 6.8%11.0% primarily attributed to operating at higher volumesefficiencies and favorable product mix during the six months ended February 28, 2023.29, 2024.

 

The $7.2$48.2 million decreaseincrease in netNet earnings attributable to Greenbrier for the six months ended February 28, 202329, 2024 as compared to the six months ended February 28, 20222023 was primarily due to the following:

The$57.2 million increase in Margin for the six months ended February 29, 2024 primarily due to operating efficiencies and a favorable product mix.
$24.2 million impairment of long-lived assets at our Gunderson facility for the six months ended February 28, 2023.

These were partially offset by the following:

A$11.2 million increase in Income tax expense associated with higher pre-tax earnings during the six months ended February 29, 2024.
$8.1 million decrease in Net gain on disposition of equipment from lower sales of assets from our lease fleet for the six months ended February 28, 2022.29, 2024.
An$7.5 million increase in Selling and administrative expense primarily attributed to an increase in employee related costs for the six months ended February 29, 2024.
$6.6 million increase in Interest and foreign exchange expense for the six months ended February 28, 2023 primarily attributed to an increase in interest expense from higher borrowing and interest rates.
An increase in Selling and administrative expenserates for the six months ended February 28, 2023 primarily attributed to higher employee related costs, revenue-based fees paid to our joint venture partner in Mexico and IT costs.29, 2024.

These were partially offset by an increase in Margin primarily due to higher railcar deliveries and syndication revenue for the six months ended February 28, 2023.

 

 

3432


 

Manufacturing Segment

 

For the Six Months
Ended February 28,

 

 

Increase

 

%

 

 

Six Months Ended

 

 

 

 

 

 

(In millions, except railcar deliveries)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

1,615.1

 

 

$

1,008.2

 

 

$

606.9

 

 

 

60.2

%

 

$

1,411.7

 

 

$

1,615.1

 

 

$

(203.4

)

 

 

(12.6

%)

Cost of revenue

 

$

1,505.7

 

 

$

956.6

 

 

$

549.1

 

 

 

57.4

%

 

$

1,257.1

 

 

$

1,505.7

 

 

$

(248.6

)

 

 

(16.5

%)

Margin (%)

 

 

6.8

%

 

 

5.1

%

 

 

1.7

%

 

*

 

 

 

11.0

%

 

 

6.8

%

 

 

4.2

%

 

*

 

Operating profit ($)

 

$

43.2

 

 

$

14.1

 

 

$

29.1

 

 

 

206.4

%

 

$

113.1

 

 

$

43.2

 

 

$

69.9

 

 

 

161.8

%

Operating profit (%)

 

 

2.7

%

 

 

1.4

%

 

 

1.3

%

 

*

 

 

 

8.0

%

 

 

2.7

%

 

 

5.3

%

 

*

 

Deliveries

 

 

11,700

 

 

 

8,100

 

 

 

3,600

 

 

 

44.4

%

 

 

10,500

 

 

 

11,700

 

 

 

(1,200

)

 

 

(10.3

%)

 

* Not meaningful

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of freight railcars and from the conversion of existing or in-service railcars through our facilities in North America and Europe. We also manufacture a broad range of ocean-going and river barges for transporting merchandise between ports within the United States.

Manufacturing revenue increased $606.9Revenue decreased $203.4 million or 60.2%12.6% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increasedecrease in revenueRevenue was primarily attributed to a 44.4% increase10.3% decrease in railcar deliveries. The increase was also due to the additional revenue associated with an increase in material and other input costsdeliveries during the six months ended February 28, 2023, as many of our customer contracts include price escalation provisions when certain of our manufacturing costs increase.29, 2024.

Manufacturing costCost of revenue increased $549.1decreased $248.6 million or 57.4%16.5% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increasedecrease in costCost of revenue was primarily attributed to a 44.4% increase10.3% decrease in the volume of railcar deliveries and higher material and other input costsoperating efficiencies during the six months ended February 28, 2023.29, 2024.

Manufacturing marginMargin as a percentage of revenue increased 1.7%4.2% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase in margin percentage for the six months ended February 28, 202329, 2024 was primarily attributed to operating at higher production levels. This was partially offset by increased costs associated with component outsourcing to supportefficiencies and favorable product mix during the higher volume and mix of production.six months ended February 29, 2024.

Manufacturing operatingOperating profit increased $29.1$69.9 million for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase in operatingOperating profit was primarily attributed to an increase in railcar deliveries at improved margins. This increase was partially offset byMargin during the six months ended February 29, 2024 as well as a $24.2 million impairment of long-lived assets at our Gunderson facility.loss during the six months ended February 28, 2023.

 

 

3533


 

Maintenance Services Segment

 

 

For the Six Months
Ended February 28,

 

 

Increase

 

 

%

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

Revenue

 

$

183.5

 

 

$

159.0

 

 

$

24.5

 

 

 

15.4

%

Cost of revenue

 

$

169.2

 

 

$

152.9

 

 

$

16.3

 

 

 

10.7

%

Margin (%)

 

 

7.8

%

 

 

3.8

%

 

 

4.0

%

 

*

 

Operating profit ($)

 

$

12.3

 

 

$

1.8

 

 

$

10.5

 

 

*

 

Operating profit (%)

 

 

6.7

%

 

 

1.1

%

 

 

5.6

%

 

*

 

 

 

Six Months Ended

 

 

 

 

 

 

 

(in millions)

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

159.0

 

 

$

183.5

 

 

$

(24.5

)

 

 

(13.4

%)

Cost of revenue

 

$

140.8

 

 

$

169.2

 

 

$

(28.4

)

 

 

(16.8

%)

Margin (%)

 

 

11.4

%

 

 

7.8

%

 

 

3.6

%

 

*

 

Operating profit ($)

 

$

15.2

 

 

$

12.3

 

 

$

2.9

 

 

 

23.6

%

Operating profit (%)

 

 

9.6

%

 

 

6.7

%

 

 

2.9

%

 

*

 

 

* Not meaningful

Our Maintenance Services segment primarily generates revenue from railcar component manufacturing and servicing and from providing railcar maintenance services.

Maintenance Services revenue increasedRevenue decreased $24.5 million or 15.4%13.4% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increasedecrease was primarily attributed to favorable pricing and higher19.3% lower volumes in our wheels business due to increased demand.mild winter weather despite higher average selling prices during the six months ended February 29, 2024.

Maintenance Services costCost of revenue increased $16.3decreased $28.4 million or 10.7%16.8% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increasedecrease was primarily due to higher costs associated with operating at higher volumes.lower volumes during the six months ended February 29, 2024.

Maintenance Services marginMargin as a percentage of revenue increased 4.0%3.6% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase in margin percentage was primarily attributed to favorable pricing and efficiencies during the six months ended February 28, 2023. This was partially offset by a decrease in scrap metal pricing and volumes during the six months ended February 28, 2023.29, 2024.

Maintenance Services operatingOperating profit increased $10.5$2.9 million for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase in operatingOperating profit was primarily attributed to favorable pricing and efficiencies during the six months ended February 28, 2023. This was partially offset by a decrease in scrap metal pricing and volumes during the six months ended February 28, 2023.29, 2024.

 

36

34


 

Leasing & Management Services Segment

 

For the Six Months
Ended February 28,

 

 

Increase

 

%

 

 

Six Months Ended

 

 

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Revenue

 

$

89.9

 

 

$

66.3

 

 

$

23.6

 

 

 

35.6

%

 

$

100.8

 

 

$

89.9

 

 

$

10.9

 

 

 

12.1

%

Cost of revenue

 

$

27.3

 

 

$

21.6

 

 

$

5.7

 

 

 

26.4

%

 

$

30.1

 

 

$

27.3

 

 

$

2.8

 

 

 

10.3

%

Margin (%)

 

 

69.6

%

 

 

67.4

%

 

 

2.2

%

 

*

 

 

 

70.1

%

 

 

69.6

%

 

 

0.5

%

 

*

 

Operating profit ($)

 

$

56.3

 

 

$

64.8

 

 

$

(8.5

)

 

 

(13.1

%)

 

$

59.5

 

 

$

56.3

 

 

$

3.2

 

 

 

5.7

%

Operating profit (%)

 

 

62.6

%

 

 

97.7

%

 

 

(35.1

%)

 

*

 

 

 

59.0

%

 

 

62.6

%

 

 

(3.6

%)

 

*

 

 

* Not meaningful

 

Our Leasing & Management Services segment generates revenue from leasing railcars from our lease fleet, providing various management services, syndication revenue associated with leases attached to new railcar sales, and interim rent on leased railcars for syndication.

Leasing & Management Services revenueRevenue increased $23.6$10.9 million or 35.6%12.1% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase was primarily attributed to higher lease rents due to higher lease rates and a larger fleet and higher syndication revenue from an increase inimproved lease rates during the volume of new railcar sales with leases attached.six months ended February 29, 2024.

Leasing & Management Services costCost of revenue increased $5.7$2.8 million or 26.4%10.3% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase was primarily due to higher costs from the larger fleet.fleet during the six months ended February 29, 2024.

Leasing & Management Services marginMargin as a percentage of revenue increased 2.2%0.5% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The increase in margin percentage was primarily attributed to the higher syndication activity.lease rents during the six months ended February 29, 2024.

Leasing & Management Services operatingOperating profit decreased $8.5increased $3.2 million or 13.1%5.7% for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 2022.2023. The decreaseincrease was primarily attributed to a reduction in netthe larger fleet and improved lease rates during the six months ended February 29, 2024. This was partially offset by $4.8 million lower Net gain on disposition of equipment forduring the six months ended February 28, 2023.29, 2024.

 

37

35


 

Selling and Administrative Expense

 

 

For the Six Months
Ended February 28,

 

 

Increase

 

%

 

 

Six Months Ended

 

 

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

Change

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

 

%
Change

 

Selling and administrative expense

 

$

112.4

 

 

$

99.0

 

 

$

13.4

 

 

 

13.5

%

 

$

119.9

 

 

$

112.4

 

 

$

7.5

 

 

 

6.7

%

 

Selling and administrative expense was $112.4$119.9 million or 6.0%7.2% of revenueRevenue for the six months ended February 28, 202329, 2024 compared to $99.0$112.4 million or 8.0%6.0% of revenueRevenue for the prior comparable period. The $13.4$7.5 million increase was primarily attributed to higheran increase in employee related costs revenue-based fees paid to our joint venture partner in Mexico and IT support costs.during the six months ended February 29, 2024.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment primarilytypically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our fleet and to manage risk and liquidity.

Net gain on disposition of equipment was $12.9 million and $33.6$4.8 million for the six months ended February 28, 2023 and 2022, respectively.29, 2024 compared to a gain of $12.9 million for the prior comparable period. The decrease in Net gain on disposition of equipment was primarily attributed to fewer sales of assets from our lease fleet during the six months ended February 28, 2023.29, 2024.

 

Impairment of Long-livedLong-Lived Assets

The six months ended February 28, 2023 included an Impairment of Long-lived Assets ofa $24.2 million related to our change in the future useimpairment of long-lived assets at our Gunderson facility. For additional information, see Note 4 to the Condensed Consolidated Financial Statements.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:

 

For the Six Months
Ended February 28,

 

 

Increase

 

 

Six Months Ended

 

 

 

 

(in millions)

 

2023

 

 

2022

 

 

(Decrease)

 

 

February 29,
2024

 

 

February 28,
2023

 

 

Increase
(Decrease)

 

Interest and foreign exchange:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense

 

$

38.7

 

 

$

23.3

 

 

$

15.4

 

 

$

45.8

 

 

$

38.7

 

 

$

7.1

 

Foreign exchange loss

 

 

2.5

 

 

 

1.1

 

 

 

1.4

 

 

 

2.0

 

 

 

2.5

 

 

 

(0.5

)

 

$

41.2

 

 

$

24.4

 

 

$

16.8

 

 

$

47.8

 

 

$

41.2

 

 

$

6.6

 

 

The $16.8$6.6 million increase in Interest and foreign exchange expense for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 20222023 was primarily attributed to an increase in interest expense from higher levels of borrowingsinterest rates and interest rates.borrowings.

Income Tax

For the six months ended February 29, 2024, we had Income tax expense of $19.3 million on pre-tax income of $80.6 million for an effective tax rate of 23.9%. The effective tax rate benefited from net favorable adjustments related to our foreign subsidiaries.

For the six months ended February 28, 2023, we had incomeIncome tax expense of $8.1 million on pre-tax income of $21.4 million for an effective tax rate of 37.8%. Tax expense was negatively impacted by the geographic mix of earnings as well as net unfavorable discrete items including changes in foreign currency exchange rates for our U.S. Dollar denominated foreign operations.

 

ForThe provision for income taxes during interim quarterly reporting periods is based on our estimates of the six months ended February 28, 2022, we had income tax expense of $1.8 million on pre-tax income of $12.6 million for an effective tax rate of 14.3%. Tax expense included net favorable discrete items primarily relatedrates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to amendments to prior year tax returns.

be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar

38


manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in Earningsearnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

Earnings From Unconsolidated Affiliates

Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

36


Earnings from unconsolidated affiliates waswere $5.5 million and $6.2 million for the six months ended February 29, 2024 and February 28, 2023, comparedrespectively. The decrease was primarily related to a loss at a temporarily idle facility during the six months ended February 29, 2024.

Noncontrolling Interest

Net earnings from unconsolidated affiliates of $6.0attributable to noncontrolling interest was $2.2 million for the six months ended February 28, 2022. The increase was primarily related29, 2024 compared to higher sales volumes, partially offset by lower profitability at our Brazil operations.

Noncontrolling Interest

Net (earnings) loss attributable to noncontrolling interest was earnings of $3.1 million for the six months ended February 28, 2023 compared to a loss of $6.8 million for the six months ended February 28, 2022.2023. Net (earnings) lossearnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The increase of $9.9 million from the prior year is primarily a result of an increase in earnings due to higher volumes of railcar deliveries at our Mexican railcar manufacturing joint venture.

 

39

37


 

Liquidity and Capital Resources

 

 

Six Months Ended
February 28,

 

 

Six Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Net cash used in operating activities

 

$

(96.4

)

 

$

(220.3

)

Net cash provided by (used in) operating activities

 

$

54.4

 

 

$

(96.4

)

Net cash used in investing activities

 

 

(105.2

)

 

 

(52.4

)

 

 

(163.1

)

 

 

(105.2

)

Net cash provided by financing activities

 

 

23.7

 

 

 

204.8

 

 

 

79.7

 

 

 

23.7

 

Effect of exchange rate changes

 

 

18.4

 

 

 

(1.0

)

 

 

(1.7

)

 

 

18.4

 

Decrease in cash and cash equivalents and restricted cash

 

$

(159.5

)

 

$

(68.9

)

Decrease in Cash and cash equivalents and Restricted cash

 

$

(30.7

)

 

$

(159.5

)

 

We have been financed through cash generated from operations and borrowings. At February 28, 202329, 2024 Cash and cash equivalents and Restricted cash were $399.6$272.0 million, aan decrease of $159.5$30.7 million from $559.1$302.7 million at August 31, 2022.2023.

 

Cash Flows From Operating Activities

The change$150.8 million increase in cash used infrom operating activities for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 20222023 was primarily due to a moderation$71.8 million net change in working capital increases when compared to the prior year.and a $47.3 million increase in Net earnings.

 

Cash Flows From Investing Activities

Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets and investment activity with our unconsolidated affiliates. The change$57.9 million increase in cash used in investing activities for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 20222023 was primarily attributable to a $36.2 million decrease in proceeds from sales of assets when compared to the six months ended February 28, 2023. Proceeds from the sale of assets primarily relate to fleet sales that outpaced a decrease in capital expenditures in our Leasing & Management Services segment.

 

 

Six Months Ended
February 28,

 

 

Six Months Ended

 

(in millions)

 

2023

 

 

2022

 

 

February 29,
2024

 

 

February 28,
2023

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Leasing & Management Services

 

$

(142.6

)

 

$

(183.6

)

 

$

(132.3

)

 

$

(142.6

)

Manufacturing

 

 

(22.3

)

 

 

(12.2

)

 

 

(47.9

)

 

 

(22.3

)

Maintenance Services

 

 

(4.8

)

 

 

(2.2

)

 

 

(10.3

)

 

 

(4.8

)

Total capital expenditures (gross)

 

$

(169.7

)

 

$

(198.0

)

 

$

(190.5

)

 

$

(169.7

)

Proceeds from sales of assets

 

 

62.1

 

 

 

148.6

 

 

 

25.9

 

 

 

62.1

 

Total capital expenditures (net of proceeds)

 

$

(107.6

)

 

$

(49.4

)

 

$

(164.6

)

 

$

(107.6

)

Capital expenditures primarily relate to additions to our lease fleet and on-going investments into the safety and productivity of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Management Services. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $70$75 million for 2023.2024.

CapitalGross capital expenditures for 20232024 are expected to be approximately $290$280 million for Leasing & Management Services, approximately $80$140 million for Manufacturing and approximately $15 million for Maintenance Services. Capital expenditures for 20232024 primarily relate to additions to our lease fleet reflecting our enhanced leasing strategy and continued investments into the safety and productivity of our facilities.

 

Cash Flows From Financing Activities

The change$56.0 million increase in cash provided byflow from financing activities for the six months ended February 28, 202329, 2024 compared to the six months ended February 28, 20222023 was primarily attributed to fewer$53.6 million higher proceeds from debt,the issuance of notes payable, net of repayments when compared to February 28, 2022.repayments. During the six months ended February 28, 202329, 2024 we issued $178.5 million of asset backed securities and used proceeds to pay down $139.9 million of our GBX Leasing warehouse facility. We also drew the remaining $75$89.2 million on the GBX Leasing warehouse facility to grow the fleet. In February 2024, we paid $47.7 million to retire our term facility.2024 Convertible Notes.

 

38


 

40


Dividend & Share Repurchase Program

A quarterly dividend of $0.27$0.30 per share was declared on April 3, 2023.2, 2024.

 

The Board of Directors has authorized our company to repurchase shares of our common stock. The share repurchase program has an expiration date of January 31, 2025. As of February 28, 2023, the amount remaining for repurchase was $85.9 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases will beis based upon market conditions, securities law limitations and other factors. The program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

During the three andsix months ended February 29, 2024, we purchased a total of 38 thousand shares for $1.3 million. As of February 29, 2024, the amount remaining for repurchase under the share repurchase program was $45.1 million. During the six months ended February 28, 2023, we purchased a total of 575 thousand shares for $17.4 million. There were no shares repurchased under the share repurchase program during the six months ended February 28, 2022.

 

Cash, Borrowing Availability and Credit Facilities

As of February 28, 2023,29, 2024, we had $379.9$252.0 million in Cash and cash equivalents and $436.0$329.3 million in available borrowings. Our current cashThe available balance is part of our strategy to maintain strong liquidity to respond to current uncertainties.draw under committed credit facilities includes $214.6 million on the North American credit facility, $43.7 million on the European credit facilities and $71.0 million on the Mexican credit facilities.

Senior secured credit facilities aggregated to $1.1$1.4 billion as of February 28, 2023. We had an aggregate29, 2024 which consisted of $436.0 million available to draw down under committed credit facilities asthe following components:

GBX LeasingAs of February 28, 2023. This amount consists of $364.129, 2024, a $550.0 million available on the North Americannon-recourse warehouse credit facility $36.9 million onexisted to support the Europeanoperations of GBX Leasing. Advances under this facility bear interest at SOFR plus 1.85% plus 0.11% as a SOFR adjustment. Interest rate swap agreements cover approximately 99% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facilitiesfacility converts to a term loan in August 2025 and $35.0 million on the Mexican credit facilities.matures in August 2027.

North America As of February 28, 2023,29, 2024, a $600.0 million revolving line of credit, maturing August 2026, secured by substantially all our U.S. assets not otherwise pledged as security for term loans or the warehouse credit facility, existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. Advances under this North American credit facility bear interest at SOFR plus 1.75% plus 0.10% as a SOFR adjustment or Prime plus 0.75% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

GBX LeasingAs of February 28, 2023, a $350.0 million non-recourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at SOFR plus 1.85% plus 0.11% as a SOFR adjustment. The warehouse credit facility converts to a term loan in August 2025 and matures in August 2027.

Europe As of February 28, 2023,29, 2024, lines of credit totaling $71.7$75.3 million secured by certain of our European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR)WIBOR plus 1.2% to WIBOR plus 1.6% and Euro Interbank Offered Rate (EURIBOR) plus 1.1% to EURIBOR plus 1.5%1.9%, were available for working capital needs of our European manufacturing operations. The European lines of credit include $35.0$32.5 million which areis guaranteed by us. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June 20232024 through September 2024.

November 2025.

Mexico As of February 28, 2023,29, 2024, our Mexican railcar manufacturing operations had three lines of credit totaling $120.0$196.0 million for working capital needs. The first line of credit provides up to $50.0 million and matures in October 2024. Advances under this facility bear interest at LIBOR plus 4.25%. The second line of credit provides up to $40.0 million,needs, $96.0 of which we and our joint venture partner have each guaranteed 50%. Advances under this facilitythese facilities bear interest at variable rates that range from SOFR plus 2.55%. The Mexican railcar manufacturing joint venture will be able2.22% to draw amounts available under this facility through February 2025. The third line of credit provides up to $30.0 million, of which we and our joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBORSOFR plus 3.75% to 4.25%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facilitycredit facilities have maturities that range from June 2024 through June 2024.

41


January 2027.

Credit facility balances:

 

(in millions)

 

February 28,
2023

 

 

August 31,
2022

 

 

February 29,
2024

 

 

August 31,
2023

 

Nonrecourse credit facility balances

 

 

 

 

 

 

GBX Leasing

 

$

89.2

 

 

$

139.9

 

Other credit facility balances

 

 

 

 

 

North America

 

$

125.0

 

 

$

160.0

 

 

 

55.0

 

 

 

 

GBX Leasing

 

 

65.5

 

 

 

 

Europe

 

 

34.8

 

 

 

51.6

 

 

 

31.6

 

 

 

47.2

 

Mexico

 

 

85.0

 

 

 

85.0

 

 

 

125.0

 

 

 

110.0

 

 

$

310.3

 

 

$

296.6

 

Total Revolving notes

 

$

300.8

 

 

$

297.1

 

 

Outstanding commitments under the North American credit facility included letters of credit which totaled $5.5$7.1 million and $6.9$4.9 million as of February 28, 202329, 2024 and August 31, 2022,2023, respectively.

 

39


Other Information

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us and our various subsidiaries, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of February 28, 2023,29, 2024, we were in compliance with all such restrictive covenants.

 

From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding convertible notes, borrowings and equity securities, and take other steps to reduce our debt, extend the maturities of our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such retirements, repurchases or exchanges of one note or security for another note or security (now or hereafter existing), if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.

 

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency, we enter into foreign currency forward exchange contracts with established financial institutions to protect the margin on a portion of foreign currency sales in firm backlog. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

 

To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $468.4$608.6 million of variable rate debt to fixed rate debt as of February 28, 2023.29, 2024.

Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

 

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.

Off-Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Consolidated Financial Statements.

42


Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAPaccounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Impairment of long-lived assets - We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed based upon estimated undiscounted cash flows expected to be realized over the remaining useful life of the asset group. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.

An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, and the determination of the fair value of real and personal property. Estimates of future cash flows are by nature highly uncertain and contemplate factors that may change over time. During the first quarter of fiscal 2023, a $24.2 million pre-tax impairment charge was recorded as Impairment of long-lived assets and is included within the Condensed Consolidated Statements of Operations. For further information, see Note 4 to the Condensed Consolidated Financial Statements.

Goodwill - In accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles–Goodwill and Other (ASC 350), the Company evaluatesWe evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amountamounts of such assets may not be recoverable. The Company uses a two-step process to assessour reporting units exceed their fair value. We determine the realizabilityfair value of goodwill. The first step is a qualitative assessment that analyzes macroeconomic considerations and industry indicators, financial performance and cost estimates associated with a particularour reporting unit. This assessment requires subjectivityunits based on cumulative information available ata weighting of income and market approaches. Under the assessment date. If a qualitative assessment indicates it is more likely than not thatincome approach, we calculate the fair value of a reporting unit is less than its carrying amount,based on the Company will proceed topresent value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages,

40


operating expenses, and the quantitative second step whereuse of discount rates. Under the market approach, we estimate the fair value of a reporting unit is calculated based on weighted income and market-based approaches.

observed market multiples for comparable businesses. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

We performed a quantitative assessment for our annual goodwill impairment test during the third quarter of 20222023. Based on the results of our assessment, the estimated fair values of all reporting units with goodwill increased from our prior quantitative assessment, and exceeded their carrying values; therefore, we concluded that goodwill for all reporting units was not impaired.

As of February 28, 2023, our goodwill balance was $128.3 million of which $85.3 million related to our Manufacturing segment and $43.0 million related to our Maintenance Services segment. Our Manufacturing segment includes the North America Manufacturing reporting unit with a goodwill balance of $56.6 million; and the Europe Manufacturing reporting unit with a goodwill balance of $28.7 million.

Pursuant to the authoritative guidance, we make certain estimates and assumptions to determine our reporting units and whether the fair value for each reporting unit is greater than its carrycarrying value. The above highlighted judgments contemplated estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, continued increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ.

As of February 29, 2024, our goodwill balance was $128.0 million, of which $85.4 million related to our Manufacturing segment and $42.6 million related to our Maintenance Services segment. Our Manufacturing segment includes the North America Manufacturing reporting unit with a goodwill balance of $56.3 million and the Europe Manufacturing reporting unit with a goodwill balance of $29.1 million.

Income taxes -The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize liabilities fora tax benefit from uncertain tax positions based on whether evidence indicates thatin the financial statements only when it is more likely than not that the position will be sustained on audit.upon examination by relevant tax authorities.

43


ItOur annual tax rate is inherently difficultbased on our income, statutory tax rates, and subjective to estimate whether a valuation allowance or uncertain tax position is necessary. In making this assessment, management may analyze future taxable income, reversing temporary differences and/or ongoing tax planning strategies. Shouldopportunities available to us in the various jurisdictions in which we operate. Judgment is required in determining our tax expense and in evaluating our tax positions, as tax laws are complex and subject to different interpretations by taxpayers and government taxing authorities. Our income tax rate is affected by the tax rates that apply to our foreign earnings and could be adversely impacted by higher or lower earnings than anticipated in a change in circumstances leadparticular jurisdiction. In addition to a change in judgment aboutlocal country tax laws and regulations, our income tax rate depends on the realizability ofextent that our foreign earnings are taxed by the U.S. through provisions such as the global intangible low-taxed income (GILTI) tax and base erosion and anti-abuse tax (BEAT). We review our deferred tax assets in future years,and tax positions quarterly and adjust the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.

Warranty accruals - Warranty costs to cover a defined warranty period are estimated and charged to operations. The estimated warranty cost is based on historical warranty claims for each particular product type. Forbalances as new product types without a warranty history, preliminary estimates are based on historical information for similar product types.

These estimates are inherently uncertain as they are based on historical data for existing products and judgment for new products. If warranty claims are made in the current period for issues that have not historically been the subject of warranty claims and were not taken into consideration in establishing the accrual or if claims for issues already considered in establishing the accrual exceed expectations, warranty expense may exceed the accrual for that particular product. Conversely, there is the possibility that claims may be lower than estimates. The warranty accrual is periodically reviewed and updated based on warranty trends. However, as we cannot predict future claims, the potential exists for the difference in any one reporting period to be material. For further information regarding our warranty accrual, see Note 8 to the Condensed Consolidated Financial Statements.

becomes available.

Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made.

Judgments used in determining if a liability is estimable are subjective and based on known facts and our historic experience. If further developments in or resolution of an environmental matter result in facts and circumstances that differ from those assumptions used to develop these reserves, the accrual for environmental remediation could be materially understated or overstated. Due to the uncertain nature of environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us. For further information regarding our environmental costs, see Note 1514 to the Condensed Consolidated Financial Statements.

 

 

4441


 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

 

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign currency forward exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At February 28, 202329, 2024 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to $89.1$110.9 million. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact ofthat a movement in a single foreign currency exchange rate would have on future operating results.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At February 28, 2023,29, 2024, net assets of foreign subsidiaries aggregated $156.6to $153.6 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $15.7$15.4 million, or 1.2% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $468.4$608.6 million of variable rate debt to fixed rate debt. Notwithstanding these interest rate swap agreements, we are still exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At February 28, 2023, 74%29, 2024, 84% of our outstanding debt had fixed rates and 26%16% had variable rates. At February 28, 2023,29, 2024, a uniform increase by 10% increase in variable interest rates would result in approximately $2.6$1.4 million of additional annual interest expense.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended (the Exchange Act) as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act).report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of such date due to athe material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022.2023.

Ongoing Remediation of Previously Identified Material Weakness

With

The Company’s management, under the oversight of seniorthe Audit Committee, is designing and implementing corrective actions to remediate the control deficiencies contributing to the material weakness. These remediation actions are ongoing and include:

Enhancing risk assessment and control design to address potential financial reporting risk related to system implementations;
Improving policy and procedure documentation related to IT general controls to better define roles and responsibilities, improve control owner understanding, and provide a basis for knowledge transfer upon personnel changes; and
Enhancing our education concerning the principles and requirements of each control, with a focus on those related to user access, change management, and segregation of duties over IT systems impacting financial reporting.

As we continue to evaluate and enhance our Audit Committee,internal control over financial reporting, we have identified controls and implementation of our remediation plan is underwaymay determine that additional measures to address the material weakness mentioned above. The material weakness will notweaknesses or adjustments to the remediation plan may be considered remediated untilrequired. Once controls are designed and implemented, the applicable controls operatemust be operating effectively for a sufficient period of time and be tested by management has concluded, through testing, that these controls are operating effectively. We expectin order to consider them remediated and conclude that the remediationdesign is effective to address the risks of this material weakness will be completed prior to the end of fiscal 2023.misstatement.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with our implementation of the remediation plans above, there have been no changes in our internal control over financial reporting during the quarter ended February 28, 202329, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

42


 

45


PART II. OTHER INFORMATION

 

There is hereby incorporated by reference the information disclosed in Note 1514 to the Condensed Consolidated Financial Statements, Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

This Form 10-Q should be read in conjunction with Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2022 and our subsequent Quarterly Report on Form 10-Q.2023. There have been no material changes in the risk factors described in our Annual Report on Form 10-K for the year ended August 31, 2022 and our subsequent Quarterly Report on Form 10-Q.2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. On January 5, 2023, theThe share repurchase program has an expiration date of this share repurchase program was extended to January 31, 2025. ShareThe amount remaining for purchase was $45.1 million as of February 29, 2024. There were no share repurchases under this program during the three months ended February 28, 2023 were29, 2024.

Item 5. Other Information

Trading Plan Arrangements

During the three months ended February 29, 2024 the following officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:

On January 22, 2024, Brian Comstock, Executive Vice President and President, The Americas, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 10,000 shares of our common stock acquired by Mr. Comstock pursuant to our Stock Incentive Plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement will be April 27, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until January 15, 2026, or earlier if all transactions under the trading arrangement are completed.

(in millions, except shares which are reflected in thousands, and per share amounts)

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share
(Including Commissions)

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 

December 1, 2022 - December 31, 2022

 

 

75

 

 

$

34.35

 

 

 

75

 

 

$

97.4

 

January 1, 2023 - January 31, 2023

 

 

287

 

 

$

29.27

 

 

 

287

 

 

$

92.4

 

February 1, 2023 - February 28, 2023

 

 

213

 

 

$

30.32

 

 

 

213

 

 

$

85.9

 

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended February 29, 2024.

Executive Transitions

On April 2, 2024, Ms. Tekorius confirmed to the Board that Mr. Downes would cease serving as Senior Vice President, Chief Financial Officer (principal financial officer) on April 8, 2024. In connection therewith, Mr. Downes provided a release to the Company and will receive continued base salary and benefits for 12 months and continued eligibility for an annual bonus for 2024. On April 2, 2024, the Company entered into a Transition and Consulting Agreement with Mr. Downes (the “Consulting Agreement”). The Consulting Agreement provides that Mr. Downes will serve as a strategic adviser to our Chief Executive Officer through March 31, 2025. In exchange for such services, Mr. Downes will continue to vest in his outstanding equity awards through the term of the Consulting Agreement. The foregoing description does not purport to be complete and is qualified in entirety by reference to the full text of the Consulting Agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended May 31, 2024. Also on April 2, 2024, the Board designated the Company’s Chief Executive Officer and President, Lorie L. Tekorius, as the Company’s principal financial officer, effective April 8, 2024. Ms. Tekorius will serve as principal financial officer until a successor is appointed by the Board.

Amendment to Bylaws

 

On April 2, 2024, the Board of Directors (the “Board”) of the Company approved and adopted the amendment and restatement of the Bylaws of the Company (as so amended and restated, the “Bylaws”). The Bylaws revise the requirements for committees of the Board: (i) to permit the Board to establish committees consisting of one or more members of the Board, instead of requiring committees of two or more members of the Board, providing the Board with flexibility in creating committees consistent with current Oregon law, and (ii) to remove from the Bylaws the prescriptive requirements regarding the membership and duties of the audit committee, compensation committee and nominating and corporate governance committee of the Board, as such requirements are provided for in the charters for each such committee, which are publicly available on the Company’s investor relations website. The revisions also include certain technical, conforming, modernizing, or clarifying changes to the Bylaws.

46

The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

43


Item 6. Exhibits

(a)
List of Exhibits:

 

10.433.1

 

Amendment to Fourth Amended and Restated Credit AgreementBylaws of the Registrant dated as of September 26, 2018, amongApril 2, 2024.

10.1*

Amended and Restated The Greenbrier Companies, Inc., an Oregon corporation, the Lenders from time to time party thereto Employee Stock Purchase Plan, as amended and Bank of America, N.A., as Administrative Agentrestated effective January 5, 2024.

 

 

 

31.1

 

Certification pursuant to Rule 13a – 14 (a).

 

 

 

31.2

 

Certification pursuant to Rule 13a – 14 (a).

 

 

 

32.1

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

 

Inline XBRL Instance Document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension CalculationWith Embedded Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.Documents.

 

 

 

104

 

Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).

 

* Management contract or compensatory plan or arrangement

47


 

44


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

THE GREENBRIER COMPANIES, INC.

 

 

 

 

 

Date:

April 10, 20235, 2024

 

By:

/s/ Adrian J. Downes

 

 

 

 

Adrian J. Downes

 

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

4845