UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
Form 10-Q
for the quarterly period ended February 28, 2001
or
for the transition period from to
Commission File No. 1-13146
THE GREENBRIER COMPANIES, INC. (Exact name of registrant as specified in its charter)
(503) 684-7000 (Registrant's telephone number, including area code)
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 /x/ No / /
The number of shares of the registrant's common stock, $0.001 par value per share, outstanding on April 5, 2001 was 14,121,132 shares.
THE GREENBRIER COMPANIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (In thousands, except per share amounts, unaudited)
The accompanying notes are an integral part of these statements.
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Consolidated Statements of Operations (In thousands, except per share amounts, unaudited)
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Consolidated Statements of Cash Flows (In thousands, unaudited)
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Notes to Consolidated Financial Statements (Unaudited)
Note 1—Interim Financial Statements
The consolidated financial statements of The Greenbrier Companies, Inc. and Subsidiaries ("Greenbrier" or the "Company") as of February 28, 2001 and for the three and six months ended February 28, 2001 and February 29, 2000 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the financial position and operating results for the periods indicated. The results of operations for the three and six months ended February 28, 2001 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2001. Certain reclassifications have been made to the prior year's consolidated financial statements to conform with the 2001 presentation.
Change in accounting principle—Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"), requires that all derivatives be recognized as either assets or liabilities measured at fair value. The Company adopted SFAS No. 133 as of September 1, 2000 and, accordingly, the adjustment to fair market value of derivative instruments has been included as the cumulative effect of a change in accounting principle in Accumulated other comprehensive loss on the Consolidated Balance Sheet.
Management estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. This includes, among other things, evaluation of the remaining life and recoverability of long-lived assets. Actual results could differ from those estimates.
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 financial statements should be read in conjunction with the consolidated financial statements contained in Greenbrier's 2000 Annual Report incorporated by reference into the Company's 2000 Annual Report on Form 10-K.
Note 2—Inventories (In thousands)
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Note 3—Comprehensive Income
The following is a reconciliation of net earnings to comprehensive income:
(In thousands)
Note 4—Derivative Instruments
Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain variable rate debt. In accordance with SFAS No. 133, the Company's foreign currency forward exchanges and interest rate swaps are designated as cash flow hedges, and therefore the unrealized gains and losses are recorded in other comprehensive income.
In accordance with the transition provisions of SFAS No. 133, adopted by Greenbrier on September 1, 2000, a cumulative effect of a change in accounting principle of $1.1 million (net of tax) was recorded on the balance sheet as a component of other comprehensive income.
At February 28, 2001 exchange rates, forward exchange contracts for the purchase of Canadian dollars aggregated $40.2 million and contracts for the purchase of Polish zloties aggregated $18.9 million. The fair value of these cash flow hedges at February 28, 2001 as compared to the carrying amount resulted in an unrealized pre-tax gain of $0.9 million. As these contracts mature at various dates through October 2001, any such gain remaining will be recognized in income as the related transactions are recognized.
At February 28, 2001 exchange rates, interest rate swap agreements, which are accounted for as cash flow hedges, had a notional amount of $47.8 million and mature between August 2006 and March 2011. The fair value of these cash flow hedges at February 28, 2001 as compared to the carrying amount resulted in an unrealized pre-tax loss of $1.9 million. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swaps are reclassified from other comprehensive income and charged or credited to interest expense. At February 28, 2001 interest rates, approximately $0.3 million would be reclassified to interest expense in the next 12 months.
Note 5—Segment Information
Greenbrier operates in two reportable segments: manufacturing and leasing & services. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the consolidated financial statements contained in the Company's 2000 Annual Report. Performance is evaluated based on margin, which is presented on the Consolidated Statements of Operations. Intersegment sales and transfers are accounted for as if the sales or transfers were to third parties.
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The information in the following table is derived directly from the segments' internal financial reports used for corporate management purposes.
Note 6—Commitments and Contingencies
From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. Litigation has been initiated by former shareholders of Interamerican Logistics, Inc. ("Interamerican"), which was acquired in the fall of 1996. The plaintiffs allege that the Company violated the agreements pursuant to which it acquired ownership of Interamerican and seek damages aggregating $4.5 million Canadian. Management contends the claim to be without merit and intends to vigorously defend its position. Management believes that any ultimate liability resulting from litigation will not materially affect the financial position, results of operations, or cash flows of the Company.
Environmental studies have been conducted of owned and leased properties that indicate additional investigation and some remediation may be necessary. The Portland, Oregon manufacturing facility is located on the Willamette River. The United States Environmental Protection Agency (the "EPA") has classified portions of the river bed, including the portion fronting the facility, as a federal "superfund" site due to sediment contamination. The Company and more than 60 other parties have received a "General Notice" of potential liability from the EPA. There is no indication that the Company has contributed to contamination of the Willamette River bed, although uses by prior owners of the property may have contributed. Nevertheless, ultimate classification of the Willamette River may have an impact on the value of the Company's investment in the property and may require the Company to initially bear a portion of the cost of any mandated remediation. The Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways on the river, and classification as a superfund site could result in some limitations on future launch activity. The outcome of such actions cannot be estimated; however, management believes that any ultimate liability resulting from environmental issues will not materially affect the financial position, results of operations, or cash flows of the Company. Management believes that the Company's operations adhere to sound environmental practices, applicable laws and regulations.
Note 7—Subsequent Event
Subsequent to February 28, 2001, $50.0 million of senior notes payable were issued in support of North American leasing operations.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Greenbrier currently operates in two primary business segments: manufacturing and leasing & services. The two business segments are operationally integrated. With operations in North America and Europe, the manufacturing segment produces double-stack intermodal railcars, conventional railcars, marine vessels and forged steel products and performs railcar refurbishment and maintenance activities. In Europe, the Company also manufactures new freight cars through the use of unaffiliated subcontractors. Such activities are included in the manufacturing segment. The leasing & services segment owns or manages approximately 43,000 railcars for railroads, institutional investors and other leasing companies.
Railcars are generally manufactured under firm orders from third parties, and revenue is recognized when the cars are completed and accepted by the customer. Greenbrier also manufactures railcars prior to receipt of firm orders to maintain continuity of manufacturing operations and may also build railcars for its own lease fleet. Railcars produced in a given period may be delivered in subsequent periods, delaying revenue recognition. Revenue does not include sales of new railcars to, or refurbishment services performed for, the leasing & services segment since intercompany transactions are eliminated in preparing the consolidated financial statements. The margin generated from such sales or refurbishment activity is realized by the leasing & services segment over the related life of the asset or upon sale of the equipment.
Overview
Total revenues for the three months ended February 28, 2001 were $156.9 million, a decrease of $15.9 million compared to 2000 revenues of $172.8 million. Total revenues for the six months ended February 28, 2001 were $310.9 million, an increase of $25.1 million compared to 2000 revenues of $285.8 million.
Net earnings for the three months ended February 28, 2001 were $0.07 million, or $0.00 per diluted common share compared to net earnings of $4.3 million, or $0.30 per diluted common share for the three months ended February 29, 2000. Net earnings for the six months ended February 28, 2001 were $3.1 million, or $0.22 per diluted common share compared to net earnings of $4.7 million, or $0.33 per diluted common share for the six months ended February 29, 2000.
In January 2000, Greenbrier purchased the Freight Wagon Division of DaimlerChrysler Rail Systems located in Siegen, Germany. The acquired operation provides expertise in the fields of engineering, design, sales and marketing and project management. It also includes a comprehensive portfolio of railcar designs certified for the European marketplace, which enhances production at Greenbrier's Polish manufacturing facility. Accordingly, a significant portion of the assets acquired were intangibles.
Three Months Ended February 28, 2001 Compared to Three Months Ended February 29, 2000
Manufacturing Segment
Manufacturing revenue includes results from new railcar, marine, forge, refurbishment and maintenance activities. New railcar delivery and backlog information disclosed herein includes all facilities, including the joint venture in Mexico that is accounted for by the equity method.
Manufacturing revenue for the three months ended February 28, 2001 was $135.2 million compared to $149.4 million in the corresponding prior period, a decrease of $14.2 million, or 9.5%. North American revenue decreased due to lower deliveries in a softer North American marketplace and a lower unit price product mix. This decrease was partially offset by increased revenues from higher deliveries and higher unit price product mix in Europe due, in part, to the acquisition in January 2000. New railcar deliveries were approximately 2,300 in the current period compared to 2,700 in the prior comparable period.
The manufacturing backlog of railcars for sale and lease for all facilities as of February 28, 2001 was approximately 4,300 railcars with an estimated value of $260.0 million compared to 6,200 railcars valued at $360.0 million as of November 30, 2000. Subsequent to February 28, 2001, additional orders for approximately 2,700 railcars, with an estimated value of $110.0 million, were received.
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Manufacturing gross margin for the three months ended February 28, 2001 was 4.2% compared to the prior year period gross margin of 11.6%. The decrease was primarily due to pricing pressures in a softer North American market, inefficiencies associated with product line changeovers and production difficulties on certain car types, particularly on a specialty car type which will finish production in the third quarter.
Leasing & Services Segment
Leasing & services revenue decreased $1.7 million, or 7.2%, to $21.7 million for the three months ended February 28, 2001 compared to $23.4 million for the three months ended February 29, 2000. The decrease is primarily a result of the maturing of the direct finance lease portfolio.
Leasing & services operating margin increased to 49.5% from 47.4% for the three-month periods ended February 28, 2001 and February 29, 2000 as a result of lower margin direct finance leases being a smaller portion of the overall portfolio.
Other Costs
Selling and administrative expense was $10.5 million for the three months ended February 28, 2001 compared to $16.2 million for the comparable prior period, a decrease of $5.7 million, or 35.2%. As a percentage of revenue, selling and administrative expense decreased to 6.7% for the three months ended February 28, 2001 from 9.4% in the prior comparable period. The decrease in expenses is primarily the result of cost containment measures offset by increases due to an acquisition completed in January 2000 and an increase in new product development.
Income tax expense for the three months ended February 28, 2001 and February 29, 2000 represents an effective tax rate of 42.0% on United States operations and varying effective tax rates on foreign operations. The consolidated effective tax rate of 258.2% in the current period is primarily the result of European operating losses for which no tax benefit has been recognized. The consolidated effective tax rate for the prior comparable period was 51.9%.
Six Months Ended February 28, 2001 Compared to Six Months Ended February 29, 2000
Manufacturing revenue for the six months ended February 28, 2001 was $270.0 million compared to $241.2 million in the corresponding prior period, an increase of $28.8 million, or 11.9%. This increase was primarily due to increased deliveries in Europe. New railcar deliveries were approximately 4,500 in the current period compared to 4,100 in the prior comparable period.
Gross margin for the six months ended February 28, 2001 was 7.4% compared to gross margin of 12.1% for the six months ended February 29, 2000. The decrease was primarily due to pricing pressures in a softer North American market, inefficiencies associated with product line changeovers and production difficulties on certain car types, particularly on a specialty car type which will finish production in the third quarter.
Leasing & services revenue decreased $3.7 million, or 8.3%, to $40.9 million for the six months ended February 28, 2001 compared to $44.6 million for the six months ended February 29, 2000. The decrease is primarily a result of the maturing of the direct finance lease portfolio.
Leasing & services operating margin increased to 48.3% from 45.0% for the six month periods ended February 28, 2001 and February 29, 2000 as a result of lower margin direct finance leases being a smaller portion of the overall portfolio and increased margin on certain maintenance contracts.
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Selling and administrative expense was $24.4 million for the six months ended February 28, 2001 compared to $28.6 million for the comparable prior period, a decrease of $4.2 million, or 14.7%. As a percentage of revenue, selling and administrative expense decreased to 7.8% for the six months ended February 28, 2001 from 10.0% in the prior comparable period. The decrease in expenses is primarily the result of cost containment measures offset by increases due to an acquisition completed in January 2000 and an increase in new product development.
Income tax expense for the six months ended February 28, 2001 and February 29, 2000 represents an effective tax rate of 42.0% on United States operations and varying effective tax rates on foreign operations. The consolidated effective tax rate of 55.0% in the current period is primarily the result of European operating losses for which no tax benefit has been recognized. The consolidated effective tax rate for the prior comparable period was 56.4%.
Liquidity and Capital Resources
Greenbrier's growth has been financed through cash generated from operations and borrowings from financial institutions. Cash utilization in the current year is primarily due to timing of railcar syndication activities and additions to the lease fleet. All amounts originating in a foreign currency have been translated at the February 28, 2001 exchange rates.
Credit facilities aggregated $151.8 million as of February 28, 2001. A $60.0 million revolving line of credit is available through May 2001 to provide working capital and interim financing of equipment for the leasing & services operations. A $40.0 million line of credit to be used for working capital is available through February 2002 for United States manufacturing operations. A $19.5 million line of credit is available through April 2001 for working capital for Canadian manufacturing operations. Lines of credit totaling $21.7 million are available principally through December 2001 for working capital for Polish manufacturing operations. Lines of credit totaling $10.6 million are available principally through July 2001 to support other European operations. Advances under the lines of credit bear interest at rates that vary depending on the type of borrowing and certain defined ratios. At February 28, 2001, the Company received a waiver for non-compliance of a certain covenant relating to the Canadian line of credit. At February 28, 2001, there were no borrowings outstanding under the United States manufacturing or leasing & services lines and there were $9.9 million, $18.8 million and $8.3 million outstanding under the Canadian, Polish and European manufacturing lines. Available borrowings under these lines are principally based upon defined levels of receivables, inventory and leased equipment.
In addition, bank guarantees totaling $35.4 million are available to support European operations, of which $14.8 million were issued at February 28, 2001.
Capital expenditures totaled $37.4 million and $46.8 million for the six months ended February 28, 2001 and February 29, 2000. Of these capital expenditures, approximately $29.6 and $34.8 million were attributable to leasing & services operations. Leasing & services capital expenditures for the remainder of 2001 are expected to be approximately $30.0 million. Greenbrier regularly sells assets from its lease fleet, some of which may have been purchased within the current year and included in capital expenditures.
Approximately $7.8 million and $12.0 million of the capital expenditures for the six months ended February 28, 2001 and February 29, 2000 were attributable to manufacturing operations. Manufacturing capital expenditures for the remainder of 2001 are expected to be approximately $10.0 million and will include plant improvements and equipment acquisitions to further increase capacity, enhance efficiencies and allow for the production of new products.
Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. No provision has been made for credit loss due to counterparty non-performance.
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Forward exchange contracts for the purchase of Canadian dollars aggregated $40.2 million and contracts for the purchase of Polish zloties aggregated $18.9 million. These contracts mature at various dates through October 2001.
Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. Interest rate swap agreements had a notional amount of $47.8 million and mature between August 2006 and March 2011.
A quarterly dividend of $0.09 per share was declared in April 2001, to be paid in May. Future dividends are dependent upon earnings, capital requirements and financial condition of the Company.
Management expects existing funds and cash generated from operations, together with borrowings under existing credit facilities and long-term financing, to be sufficient to fund dividends, working capital needs and planned capital expenditures.
Forward-Looking Statements
From time to time, Greenbrier or its representatives have made or may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission. These forward-looking statements rely on a number of assumptions concerning future events and include statements relating to:
These forward-looking statements are subject to a number of uncertainties and other factors outside Greenbrier's control. The following are among the factors, particularly in North America and Europe that could cause actual results or outcomes to differ materially from the forward-looking statements:
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Any forward-looking statements should be considered in light of these factors. Greenbrier assumes no obligation to update or revise any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements or if Greenbrier later becomes aware that these assumptions are not likely to be achieved.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Greenbrier has assessed its exposure to market risk for its variable rate debt and foreign currency exposures and believes that exposures to such risks are not material. Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains which may affect operating results. No provision has been made for credit loss due to counterparty non-performance.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company, held on January 9, 2001, two proposals were voted upon by the Company's stockholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against and withheld, as well as the number of abstentions to each proposal are set forth below. There were no broker non-votes with regard to these proposals.
A vote was taken at the Annual Meeting for the election of two Directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2004 or until their successors are elected and qualified. The aggregate numbers of shares of Common Stock voted in person or by proxy for each nominee were as follows:
The following directors continued to serve: Alan James, William A. Furman, Victor G. Atiyeh, C. Bruce Ward and Benjamin R. Whiteley.
A vote was taken at the Annual Meeting on the proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for the year ended August 31, 2001. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against or abstained from the vote were as follows:
The foregoing proposals are described more fully in the Company's definitive proxy statement dated November 29, 2000, filed with the Securities and Exchange Commission pursuant to Section 14 (a) of the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report is filed.
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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.
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