Guarantor/Non Guarantor | Note 25 - Guarantor/Non Guarantor The convertible senior notes due 2026 (the “Notes”) issued on May 22, 2006 are fully and unconditionally and jointly and severally guaranteed by substantially all of Greenbrier’s material 100% owned U.S. subsidiaries: Autostack Company LLC; Greenbrier-Concarril, LLC; Greenbrier Leasing Company LLC; Greenbrier Leasing Limited Partner, LLC; Greenbrier Management Services, LLC; Greenbrier Leasing, L.P.; Greenbrier Railcar LLC; Gunderson LLC; Gunderson Marine LLC; Gunderson Rail Services LLC; Meridian Rail Holding Corp.; Meridian Rail Acquisition Corp.; Meridian Rail Mexico City Corp.; Brandon Railroad LLC; Gunderson Specialty Products, LLC; Greenbrier Railcar Leasing, Inc. and Greenbrier Rail Services Holdings, LLC. No other subsidiaries guarantee the Notes including Greenbrier Union Holdings I LLC; Greenbrier MUL Holdings I LLC; Greenbrier Leasing Limited; Greenbrier Europe B.V.; Greenbrier Europe Holdings B.V.; Greenbrier International Holdings II, LLC; Greenbrier Germany GmbH; WagonySwidnica S.A.; Zaklad Naprawczy Taboru Kolejowego Olawa sp. z o.o.; Zaklad Transportu Kolejowego SIARKOPOL sp. z o.o.; Gunderson-Concarril, S.A. de C.V.; Mexico Meridianrail Services, S.A. de C.V.; Greenbrier Railcar Services – Tierra Blanca S.A. de C.V.; YSD Doors, S.A. de C.V.; Greenbrier do Brasil Participações Ltda; Greenbrier Tank Components, LLC; Gunderson-GIMSA S.A. de C.V.; Greenbrier; S.A. de C.V.; Greenbrier Industries, S.A. de C.V. and Greenbrier-GIMSA, LLC. The following represents the supplemental consolidating condensed financial information of Greenbrier and its guarantor and non guarantor subsidiaries, as of August 31, 2015 and 2014 and for the years ended August 31, 2015, 2014 and 2013. The information is presented on the basis of Greenbrier accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. The equity method investment for each subsidiary is recorded by the parent in intangibles and other assets. Intercompany transactions of goods and services between the guarantor and non guarantor subsidiaries are presented as if the sales or transfers were at fair value to third parties and eliminated in consolidation. The Greenbrier Companies, Inc. Condensed Consolidating Balance Sheet As of August 31, 2015 Parent Combined Combined Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ 53,535 $ 119 $ 119,276 $ – $ 172,930 Restricted cash – 1,966 6,903 – 8,869 Accounts receivable, net 49,471 535,916 24,415 (413,773 ) 196,029 Inventories – 191,625 257,619 (3,709 ) 445,535 Leased railcars for syndication – 228,646 – (16,112 ) 212,534 Equipment on operating leases, net – 255,130 2,901 (2,640 ) 255,391 Property, plant and equipment, net 8,402 102,738 191,995 – 303,135 Investment in unconsolidated affiliates 1,209,698 169,659 21,369 (1,313,456 ) 87,270 Intangibles and other assets, net 15,895 46,387 14,235 (10,963 ) 65,554 Goodwill – 43,265 – – 43,265 $ 1,337,001 $ 1,575,451 $ 638,713 $ (1,760,653 ) $ 1,790,512 Liabilities and Equity Revolving notes $ 49,000 $ – $ 1,888 $ – $ 50,888 Accounts payable and accrued liabilities 421,249 282,662 208,538 (457,236 ) 455,213 Deferred income taxes – 72,326 – (11,669 ) 60,657 Deferred revenue – 33,792 – 44 33,836 Notes payable 133,914 191,422 1,093 – 326,429 Total equity – Greenbrier 732,838 995,249 296,852 (1,292,101 ) 732,838 Noncontrolling interest – – 130,342 309 130,651 Total equity 732,838 995,249 427,194 (1,291,792 ) 863,489 $ 1,337,001 $ 1,575,451 $ 638,713 $ (1,760,653 ) $ 1,790,512 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Operations For the year ended August 31, 2015 Parent Combined Combined Non-Guarantor Eliminations Consolidated Revenue Manufacturing $ 1,641 $ 1,199,771 $ 1,810,001 $ (875,362 ) $ 2,136,051 Wheels & Parts – 376,135 – (4,898 ) 371,237 Leasing & Services (717 ) 98,292 1 414 97,990 924 1,674,198 1,810,002 (879,846 ) 2,605,278 Cost of revenue Manufacturing – 995,332 1,535,309 (839,227 ) 1,691,414 Wheels & Parts – 339,657 – (4,977 ) 334,680 Leasing & Services – 41,926 – (95 ) 41,831 – 1,376,915 1,535,309 (844,299 ) 2,067,925 Margin 924 297,283 274,693 (35,547 ) 537,353 Selling and administrative 72,686 37,379 42,624 (898 ) 151,791 Net gain on disposition of equipment – (1,043 ) (283 ) (4 ) (1,330 ) Earnings (loss) from operations (71,762 ) 260,947 232,352 (34,645 ) 386,892 Other costs Interest and foreign exchange 11,786 6,826 (7,433 ) – 11,179 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (83,548 ) 254,121 239,785 (34,645 ) 375,713 Income tax (expense) benefit (4,697 ) (86,757 ) (31,299 ) 10,593 (112,160 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (88,245 ) 167,364 208,486 (24,052 ) 263,553 Earnings (loss) from unconsolidated affiliates 281,077 27,013 59 (306,393 ) 1,756 Net earnings (loss) 192,832 194,377 208,545 (330,445 ) 265,309 Net (earnings) loss attributable to noncontrolling interest – – (89,692 ) 17,215 (72,477 ) Net earnings (loss) attributable to Greenbrier $ 192,832 $ 194,377 $ 118,853 $ (313,230 ) $ 192,832 The Greenbrier Companies, Inc. Consolidating Statement of Comprehensive Income (Loss) For the year ended August 31, 2015 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Net earnings (loss) $ 192,832 $ 194,377 $ 208,545 $ (330,445 ) $ 265,309 Other comprehensive income (loss) Translation adjustment (1,527 ) – (12,482 ) – (14,009 ) Reclassification of derivative financial instruments recognized in net earnings (loss) – 1,107 (370 ) – 737 Unrealized gain (loss) on derivative financial instruments 6 (1,825 ) 489 – (1,330 ) Other (net of tax effect) – – 173 – 173 (1,521 ) (718 ) (12,190 ) – (14,429 ) Comprehensive income (loss) 191,311 193,659 196,355 (330,445 ) 250,880 Comprehensive (income) loss attributable to noncontrolling interest – – (89,536 ) 17,215 (72,321 ) Comprehensive income (loss) attributable to Greenbrier $ 191,311 $ 193,659 $ 106,819 $ (313,230 ) $ 178,559 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the year ended August 31, 2015 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 192,832 $ 194,377 $ 208,545 $ (330,445 ) $ 265,309 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes (12,694 ) (8,163 ) 706 – (20,151 ) Depreciation and amortization 2,098 26,771 16,382 (95 ) 45,156 Net gain on disposition of equipment – (1,043 ) (283 ) (4 ) (1,330 ) Stock based compensation expense 19,459 – – – 19,459 Noncontrolling interest adjustments – – – 17,215 17,215 Other 43 196 945 – 1,184 Decrease (increase) in assets: Accounts receivable, net (48,847 ) 24,283 24,026 14,190 13,652 Inventories – (78,507 ) (68,956 ) 3,614 (143,849 ) Leased railcars for syndication – (103,772 ) – 13,158 (90,614 ) Other 22,478 (691 ) (19,430 ) (1,782 ) 575 Increase (decrease) in liabilities: Accounts payable and accrued liabilities 41,138 60,761 25,399 (54,879 ) 72,419 Deferred revenue (122 ) 13,842 (412 ) – 13,308 Net cash provided by (used in) operating activities 216,385 128,054 186,922 (339,028 ) 192,333 Cash flows from investing activities: Proceeds from sales of assets – 4,959 336 – 5,295 Capital expenditures (4,323 ) (24,836 ) (77,228 ) 398 (105,989 ) Increase in restricted cash – 272 (1 ) – 271 Investment in and net advances to unconsolidated affiliates (346,168 ) (25,388 ) – 337,103 (34,453 ) Other 1,345 2,000 – – 3,345 Net cash provided by (used in) investing activities (349,146 ) (42,993 ) (76,893 ) 337,501 (131,531 ) Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less 49,000 – – – 49,000 Proceeds from revolving notes with maturities longer than 90 days – – 44,451 – 44,451 Repayment of revolving notes with maturities longer than 90 days – – (55,644 ) – (55,644 ) Repayments of notes payable (5 ) (7,033 ) (437 ) – (7,475 ) Decrease in restricted cash – 11,000 – – 11,000 Intercompany advances 72,857 (85,925 ) 13,068 – – Repurchase of stock (69,950 ) – – – (69,950 ) Dividends (16,491 ) – – – (16,491 ) Cash distribution to joint venture partner – – (20,375 ) (20,375 ) Excess tax benefit from restricted stock awards 2,908 – – – 2,908 Other (248 ) – – (248 ) Net cash provided by (used in) financing activities 38,071 (81,958 ) (18,937 ) – (62,824 ) Effect of exchange rate changes (1,522 ) (3,096 ) (6,873 ) 1,527 (9,964 ) Increase (decrease) in cash and cash equivalents (96,212 ) 7 84,219 – (11,986 ) Cash and cash equivalents Beginning of period 149,747 112 35,057 – 184,916 End of period $ 53,535 $ 119 $ 119,276 $ – $ 172,930 The Greenbrier Companies, Inc. Condensed Consolidating Balance Sheet As of August 31, 2014 Parent Combined Combined Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ 149,747 $ 112 $ 35,057 $ – $ 184,916 Restricted cash – 13,238 6,902 – 20,140 Accounts receivable, net 626 474,409 62,421 (337,777 ) 199,679 Inventories – 113,117 192,634 (95 ) 305,656 Leased railcars for syndication – 128,965 – (3,115 ) 125,850 Equipment on operating leases, net – 257,415 3,613 (2,180 ) 258,848 Property, plant and equipment, net 6,220 102,972 134,506 – 243,698 Investment in unconsolidated affiliates 910,732 143,768 3,961 (989,102 ) 69,359 Intangibles and other assets, net 17,031 45,013 14,221 (10,508 ) 65,757 Goodwill – 43,265 – – 43,265 $ 1,084,356 $ 1,322,274 $ 453,315 $ (1,342,777 ) $ 1,517,168 Liabilities and Equity Revolving notes $ – $ – $ 13,081 $ – $ 13,081 Accounts payable and accrued liabilities 315,879 221,863 185,335 (339,788 ) 383,289 Deferred income taxes 12,109 80,489 – (11,215 ) 81,383 Deferred revenue 122 19,950 487 44 20,603 Notes payable 244,856 198,705 1,530 – 445,091 Total equity – Greenbrier 511,390 801,267 190,861 (992,128 ) 511,390 Noncontrolling interest – – 62,021 310 62,331 Total equity 511,390 801,267 252,882 (991,818 ) 573,721 $ 1,084,356 $ 1,322,274 $ 453,315 $ (1,342,777 ) $ 1,517,168 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Operations For the year ended August 31, 2014 Parent Combined Combined Non-Guarantor Eliminations Consolidated Revenue Manufacturing $ – $ 887,252 $ 1,419,143 $ (681,479 ) $ 1,624,916 Wheels & Parts – 502,210 – (6,583 ) 495,627 Leasing & Services 1,256 81,546 2 615 83,419 1,256 1,471,008 1,419,145 (687,447 ) 2,203,962 Cost of revenue Manufacturing – 792,267 1,257,953 (676,212 ) 1,374,008 Wheels & Parts – 470,521 – (6,583 ) 463,938 Leasing & Services – 43,878 – (82 ) 43,796 – 1,306,666 1,257,953 (682,877 ) 1,881,742 Margin 1,256 164,342 161,192 (4,570 ) 322,220 Selling and administrative 45,621 41,001 38,063 585 125,270 Net gain on disposition of equipment – (13,905 ) (820 ) (314 ) (15,039 ) Gain on contribution to joint venture – (29,006 ) – – (29,006 ) Restructuring charges – 1,475 – – 1,475 Earnings (loss) from operations (44,365 ) 164,777 123,949 (4,841 ) 239,520 Other costs Interest and foreign exchange 11,654 4,774 2,267 – 18,695 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (56,019 ) 160,003 121,682 (4,841 ) 220,825 Income tax (expense) benefit 7,563 (55,382 ) (26,170 ) 1,588 (72,401 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (48,456 ) 104,621 95,512 (3,253 ) 148,424 Earnings (loss) from unconsolidated affiliates 160,375 18,739 166 (177,925 ) 1,355 Net earnings (loss) 111,919 123,360 95,678 (181,178 ) 149,779 Net (earnings) loss attributable to noncontrolling interest – – (40,634 ) 2,774 (37,860 ) Net earnings (loss) attributable to Greenbrier $ 111,919 $ 123,360 $ 55,044 $ (178,404 ) $ 111,919 The Greenbrier Companies, Inc. Consolidating Statement of Comprehensive Income (Loss) For the year ended August 31, 2014 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Net earnings (loss) $ 111,919 $ 123,360 $ 95,678 $ (181,178 ) $ 149,779 Other comprehensive income (loss) Translation adjustment – – 116 – 116 Reclassification of derivative financial instruments recognized in net earnings (loss) – 1,071 (600 ) – 471 Unrealized gain (loss) on derivative financial instruments – (1,105 ) 86 – (1,019 ) Other (net of tax effect) – – 10 – 10 – (34 ) (388 ) – (422 ) Comprehensive income (loss) 111,919 123,326 95,290 (181,178 ) 149,357 Comprehensive (income) loss attributable to noncontrolling interest – – (40,640 ) 2,774 (37,866 ) Comprehensive income (loss) attributable to Greenbrier $ 111,919 $ 123,326 $ 54,650 $ (178,404 ) $ 111,491 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the year ended August 31, 2014 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 111,919 $ 123,360 $ 95,678 $ (181,178 ) $ 149,779 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 4,016 (6,121 ) (2,582 ) – (4,687 ) Depreciation and amortization 1,875 27,259 11,370 (82 ) 40,422 Net gain on disposition of equipment – (13,905 ) (820 ) (314 ) (15,039 ) Stock based compensation expense 11,285 – – – 11,285 Gain on contribution to joint venture – (29,006 ) – – (29,006 ) Noncontrolling interest adjustments – – – 2,774 2,774 Other – 388 189 (1 ) 576 Decrease (increase) in assets: Accounts receivable, net 36,996 (11,493 ) (11,679 ) (37,573 ) (23,749 ) Inventories – 16,920 (26,595 ) – (9,675 ) Leased railcars for syndication – (60,547 ) – 2,768 (57,779 ) Other (935 ) 53,889 (4,424 ) (52,599 ) (4,069 ) Increase (decrease) in liabilities: Accounts payable and accrued liabilities (44,631 ) 45,953 26,483 35,557 63,362 Deferred revenue (33 ) 11,355 389 2 11,713 Net cash provided by (used in) operating activities 120,492 158,052 88,009 (230,646 ) 135,907 Cash flows from investing activities: Proceeds from sales of assets – 53,229 1,006 – 54,235 Capital expenditures (4,125 ) (16,636 ) (49,470 ) 4 (70,227 ) Increase in restricted cash – (331 ) (2 ) – (333 ) Investment in and net advances to unconsolidated affiliates (169,584 ) (73,558 ) (1,253 ) 230,642 (13,753 ) Net cash provided by (used in) investing activities (173,709 ) (37,296 ) (49,719 ) 230,646 (30,078 ) Cash flows from financing activities: Proceeds from revolving notes with maturities longer than 90 days – – 37,819 – 37,819 Repayment of revolving notes with maturities longer than 90 days – – (72,947 ) – (72,947 ) Proceeds from issuance of notes payable – 200,000 – – 200,000 Repayments of notes payable – (128,157 ) (640 ) – (128,797 ) Debt issuance costs – (382 ) – – (382 ) Increase in restricted cash – (11,000 ) – – (11,000 ) Intercompany advances 177,395 (181,161 ) 3,766 – – Repurchase of stock (33,583 ) – – – (33,583 ) Dividends (4,123 ) – – – (4,123 ) Cash distribution to joint venture partner – – (5,076 ) (5,076 ) Investment by joint venture partner 419 419 Excess tax benefit from restricted stock awards 109 – – – 109 Net cash provided by (used in) financing activities 139,798 (120,700 ) (36,659 ) – (17,561 ) Effect of exchange rate changes (7 ) 31 (811 ) – (787 ) Increase in cash and cash equivalents 86,574 87 820 – 87,481 Cash and cash equivalents Beginning of period 63,173 25 34,237 – 97,435 End of period $ 149,747 $ 112 $ 35,057 $ – $ 184,916 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Operations For the year ended August 31, 2013 Parent Combined Combined Non-Guarantor Eliminations Consolidated Revenue Manufacturing $ – $ 666,171 $ 1,001,017 $ (451,454 ) $ 1,215,734 Wheels & Parts – 480,849 – (11,627 ) 469,222 Leasing & Services 806 70,672 1 (17 ) 71,462 806 1,217,692 1,001,018 (463,098 ) 1,756,418 Cost of revenue Manufacturing – 610,379 928,461 (455,951 ) 1,082,889 Wheels & Parts – 443,337 – (11,836 ) 431,501 Leasing & Services – 35,754 – (99 ) 35,655 – 1,089,470 928,461 (467,886 ) 1,550,045 Margin 806 128,222 72,557 4,788 206,373 Selling and administrative 38,636 30,937 33,602 – 103,175 Net gain on disposition of equipment – (16,238 ) (1,276 ) (558 ) (18,072 ) Goodwill impairment – 76,900 – – 76,900 Restructuring charges – 2,719 – – 2,719 Earnings (loss) from operations (37,830 ) 33,904 40,231 5,346 41,651 Other costs Interest and foreign exchange 15,358 3,901 3,100 (201 ) 22,158 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (53,188 ) 30,003 37,131 5,547 19,493 Income tax (expense) benefit 21,367 (36,202 ) (9,067 ) (1,158 ) (25,060 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (31,821 ) (6,199 ) 28,064 4,389 (5,567 ) Earnings (loss) from unconsolidated affiliates 20,773 11,532 45 (32,164 ) 186 Net earnings (loss) (11,048 ) 5,333 28,109 (27,775 ) (5,381 ) Net (earnings) loss attributable to noncontrolling interest – – (3,946 ) (1,721 ) (5,667 ) Net earnings (loss) attributable to Greenbrier $ (11,048 ) $ 5,333 $ 24,163 $ (29,496 ) $ (11,048 ) The Greenbrier Companies, Inc. Consolidating Statement of Comprehensive Income (Loss) For the year ended August 31, 2013 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Net earnings (loss) $ (11,048 ) $ 5,333 $ 28,109 $ (27,775 ) $ (5,381 ) Other comprehensive income (loss) Translation adjustment – (34 ) 1,090 – 1,056 Reclassification of derivative financial instruments recognized in net earnings (loss) – 1,197 (1,758 ) – (561 ) Unrealized loss on derivative financial instruments – (202 ) (197 ) – (399 ) Other (net of tax effect) – – (203 ) – (203 ) – 961 (1,068 ) – (107 ) Comprehensive income (loss) (11,048 ) 6,294 27,041 (27,775 ) (5,488 ) Comprehensive (income) loss attributable to noncontrolling interest – – (3,974 ) (1,721 ) (5,695 ) Comprehensive income (loss) attributable to Greenbrier $ (11,048 ) $ 6,294 $ 23,067 $ (29,496 ) $ (11,183 ) The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the year ended August 31, 2013 (In thousands) Parent Combined Combined Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ (11,048 ) $ 5,333 $ 28,109 $ (27,775 ) $ (5,381 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes (1,005 ) (9,983 ) (611 ) 1,937 (9,662 ) Depreciation and amortization 2,124 29,688 9,734 (99 ) 41,447 Net gain on disposition of equipment – (16,238 ) (1,276 ) (558 ) (18,072 ) Accretion of debt discount 2,455 – – – 2,455 Stock based compensation expense 6,196 106 – – 6,302 Goodwill impairment – 76,900 – – 76,900 Noncontrolling interest adjustments – – – (2,144 ) (2,144 ) Other – 1,160 (70 ) (1 ) 1,089 Decrease (increase) in assets: Accounts receivable, net 15,704 (360 ) (6,140 ) (16,527 ) (7,323 ) Inventories – 4,975 14,280 (210 ) 19,045 Leased railcars for syndication – 25,325 – (2,444 ) 22,881 Other 272 416 28,400 (28,119 ) 969 Increase (decrease) in liabilities: Accounts payable and accrued liabilities (626 ) (27,742 ) (3,200 ) 16,139 (15,429 ) Deferred revenue (154 ) (7,505 ) (836 ) 10 (8,485 ) Net cash provided by (used in) operating activities 13,918 82,075 68,390 (59,791 ) 104,592 Cash flows from investing activities: Proceeds from sales of assets – 74,545 793 – 75,338 Capital expenditures (515 ) (28,586 ) (32,017 ) 291 (60,827 ) Decrease (increase) in restricted cash – 139 (2,669 ) – (2,530 ) Investment in and advances to unconsolidated affiliates (28,175 ) (31,325 ) (2,240 ) 59,500 (2,240 ) Other – – (3,582 ) – (3,582 ) Net cash provided by (used in) investing activities (28,690 ) 14,773 (39,715 ) 59,791 6,159 Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less – – (16,396 ) – (16,396 ) Proceeds from revolving notes with maturities longer than 90 days – – 38,177 – 38,177 Repayment of revolving notes with maturities longer than 90 days – – (34,966 ) – (34,966 ) Intercompany advances 95,598 (93,991 ) (1,607 ) – – Proceeds from issuance of notes payable – – 2,186 – 2,186 Repayments of notes payable (52,868 ) (4,090 ) (1,873 ) – (58,831 ) Investment by joint venture partner – – 3,206 – 3,206 Excess tax benefit from restricted stock awards 900 – – – 900 Other (8 ) – – – (8 ) Net cash provided by (used in) financing activities 43,622 (98,081 ) (11,273 ) – (65,732 ) Effect of exchange rate changes – 964 (2,119 ) – (1,155 ) Increase (decrease) in cash and cash equivalents 28,850 (269 ) 15,283 – 43,864 Cash and cash equivalents Beginning of period 34,323 294 18,954 – 53,571 End of period $ 63,173 $ 25 $ 34,237 $ – $ 97,435 |