UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 10, 2015
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission
File No. 1-13146
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Oregon |
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93-0816972 |
(State of Incorporation) |
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(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
(Registrants telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
The Company issued the attached press release dated February 10, 2015 providing an intra-quarter business update. A copy of the press release is attached
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated February 10, 2015 of
The Greenbrier Companies, Inc.
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
hereunto duly authorized.
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THE GREENBRIER COMPANIES, INC. |
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Date: February 10, 2015 |
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By: |
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/s/ Martin R. Baker |
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Martin R. Baker |
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Senior Vice President, General Counsel and Chief Compliance Officer |
Exhibit 99.1
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News Release |
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One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000 |
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www.gbrx.com |
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For release: February 10, 2015, 6:00 a.m. ET |
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Contact: |
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Jack Isselmann, Public Relations |
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Mark Rittenbaum, Investor Relations |
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Phone: (503) 684-7000 |
Greenbrier Provides Intra-Quarter Business Update
~ GBX reaffirms FY 2015 delivery, revenue and EPS guidance ~
~ Discloses FY 2015 EBITDA guidance of $400-$415 million ~
~ Business outlook remains strong ~
Lake Oswego, Oregon, February 10, 2015 The Greenbrier Companies, Inc. (NYSE:GBX) today disclosed Adjusted EBITDA(1) guidance in the range of $400-$415 million for its fiscal year ending August 31, 2015. The disclosure of this new metric complements the financial guidance previously announced on
January 7, 2015 and reaffirmed today. Based on current business trends and industry forecasts, Greenbrier continues to believe for its fiscal year 2015:
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Deliveries will be approximately 21,000 units |
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Revenue will be approximately $2.6 billion, which excludes revenue from GBW Railcar Services as it is accounted for under the equity method of accounting |
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Diluted EPS will be in the range of $5.20 to $5.50 |
The introduction of Adjusted EBITDA
guidance and reiteration of delivery, revenue and diluted EPS guidance reaffirms a strong business outlook for GBX in FY2015.
William A.
Furman, president and chief executive officer, said, Overall, our business fundamentals are solid. Our diverse new railcar backlog of 41,200 units as of November 30, 2014 provides good visibility in 2015 and beyond. We are confident that
Greenbrier is well-positioned to capitalize on market and regulatory trends and to take advantage of a number of established and emerging opportunities. We remain on track to achieve our fiscal 2015 guidance and longer-term goals of at least 20%
aggregate gross margin and 25% ROIC by the second half of fiscal 2016.
Similar to previous years, financial results in the second
half of the year are expected to be stronger than the first half. Also, while gross margins are expected to increase overall, management does not believe its track will be linear.
As noted in the Safe Harbor statement, there are risks to achieving this guidance. Certain orders and backlog in this release are
subject to customary documentation and completion of terms.
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Greenbrier provides intra-quarter business update . . . (Cont.) |
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Upcoming Investor Events
Greenbrier will present at the 2015 Transportation & Logistics Conference hosted by Stifel on February 10 11, 2015; the
presentation will be webcast live, beginning at 10:45 am EST, on Tuesday, February 10th. Greenbrier will also present at the 30th Annual
Transportation Services Conference hosted by BB&T on February 11 12, 2015; the presentation will be webcast live, beginning at 1:45 pm EST on Wednesday, February 11th. To
access the webcasts and supplemental slides, register at the Investor Relations section on the home page of the Greenbrier website. The presentation will be archived for 90 days.
(1) |
Adjusted EBITDA is not a financial measure under generally accepted accounting principles (GAAP). We define Adjusted EBITDA as Net earnings (before non-controlling interest) before interest and foreign exchange, income
tax expense, depreciation and amortization. Adjusted EBITDA is a performance measurement tool commonly used by rail supply companies and Greenbrier. You should not consider Adjusted EBITDA in isolation or as a substitute for other
financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure presented may differ
from and may not be comparable to similarly titled measures used by other companies. |
About Greenbrier Companies
Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the
railroad industry. We build new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility. Greenbrier also sells reconditioned wheel sets and provides wheel services at 9
locations throughout the U.S. We recondition, manufacture and sell railcar parts at 4 U.S. sites. Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars
at 39 locations across North America, including 14 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market
through our operations in Poland. Greenbrier owns approximately 8,500 railcars, and performs management services for approximately 238,000 railcars.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking
statements, including statements regarding expected new railcar production volumes and schedules, expected customer demand for the Companys products and services, plans to increase manufacturing capacity, restructuring plans, new railcar
delivery volumes and schedules, growth in demand for the Companys railcar services and parts business, and the Companys future financial performance. Greenbrier uses words such as anticipates, believes,
forecast, potential, goal, contemplates, expects, intends, plans, projects, hopes, seeks, estimates,
strategy, could, would, should, likely, will, may, can, designed to, future, foreseeable future and similar
expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results
contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog and awards are not indicative of our financial results; uncertainty or changes in the credit markets and
financial services industry; high levels
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Greenbrier provides intra-quarter business update . . . (Cont.) |
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of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity;
fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the
availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and
availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product
delivery delays as a result of, among other matters, inefficiencies associated with expansion or start-up of production lines or increased production rates, changing technologies, transfer of production between facilities or non-performance of
alliance partners, subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions and establishment of joint
ventures; succession planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed our insurance coverage; train derailments or other
accidents or claims that could subject us to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car or railroad regulation; and issues
arising from investigations of whistleblower complaints; all as may be discussed in more detail under the headings Risk Factors and Forward Looking Statements in our Annual Report on Form 10-K for the fiscal year ended
August 31, 2014, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements 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.
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