0000950123-11-026517.txt : 20110318 0000950123-11-026517.hdr.sgml : 20110318 20110317191717 ACCESSION NUMBER: 0000950123-11-026517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110317 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110318 DATE AS OF CHANGE: 20110317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 11696368 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 8-K 1 v58716e8vk.htm 8-K e8vk
 
 
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): March 17, 2011
 
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
     
Oregon
(State of Incorporation)
  93-0816972
(I.R.S. Employer Identification No.)
     
One Centerpointe Drive, Suite 200, Lake Oswego, OR
(Address of principal executive offices)
  97035
(Zip Code)
(503) 684-7000
(Registrant’s 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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02   Results of Operations and Financial Condition.
     The Company issued the attached press release dated March 17, 2011 announcing new orders and preliminary unaudited financial results for its fiscal second quarter. A copy of the press release is attached as Exhibit 99.1.
     In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01   Financial Statements and Exhibits
(d) Exhibits.
     
Exhibit No.   Description
99.1  
Press Release dated March 17, 2011 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.
         
  THE GREENBRIER COMPANIES, INC.
 
 
Date: March 17, 2011  By:   /s/ Mark J. Rittenbaum    
    Mark J. Rittenbaum,   
    Executive Vice President and Chief
Financial Officer (Principal Financial Officer) 
 
 

 

EX-99.1 2 v58716exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
         
For release: March 17, 2011, 6:00 am EDT
  Contact:   Mark Rittenbaum
503-684-7000
Greenbrier announces new railcar orders for 4,200 units valued at $325 million
~Company also announces preliminary financial results for fiscal second quarter;
EPS for the quarter expected to be near consensus analysts’ expectations
~
     Lake Oswego, Oregon, March 17, 2011 — The Greenbrier Companies [NYSE:GBX] today announced that it has received orders for 4,200 railcar platforms valued at $325 million. The majority of the orders are for double-stack intermodal platforms, with the balance consisting of boxcars, covered hopper cars of various types, and various car types for the European market. Delivery of these orders is anticipated to occur principally in calendar 2011.
     Of the additional orders announces today, orders for approximately 1,800 of these units were received during the latter part of the second quarter ended February 28, 2011, with orders for the remaining 2,400 units received subsequent to the quarter end. All these orders are in addition to orders for 1,900 new railcar platforms, which were also received during the Company’s second quarter and which were previously disclosed by Greenbrier in January 2011.
     Greenbrier’s new railcar manufacturing backlog as of February 28, 2011, was approximately 9,500 units with an estimated value of $720 million, compared to 8,100 units valued at approximately $580 million as of November 30, 2010.
     Separately, the Company today announced preliminary unaudited selected financial results for its second quarter ended February 28, 2011. Based on the Company’s initial closing for the quarter, preliminary revenues are expected to be approximately $280 million. Greenbrier anticipates that it will report financial results near consensus analysts’ expectations of a loss of $0.01 per share for its second fiscal quarter.
     The quarterly results announced today are subject to further review by the Company and should be considered preliminary and subject to change, as the Company is still in the process of preparing its financial statements for the quarter ended February 28, 2011.
Greenbrier currently expects to hold its regularly scheduled earnings conference call on April 7, 2011. The Company anticipates filing its Form 10-Q for the second quarter of fiscal 2011 on or before April 11, 2011.

 


 

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. The Company builds new railroad freightcars in its three manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 37 locations across North America. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 9,000 railcars, and performs management services for approximately 216,000 railcars.
     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “contemplates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” and similar expressions to identify forward-looking statements. These forward-looking statements include, but are not limited to statements about the Company’s preliminary selected financial results for the second quarter of fiscal 2011, statements about its expected earnings call in April 2011 and its expected filing of a Form 10-Q, and any other statements not of a historical fact. 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, the fact that the Company is still in the process of preparing its financial statements for the quarter ended February 28, 2011 and in the course of such process, a number of factors, including certain factors outside of the Company’s control, could cause the Company’s actual results to vary from the preliminary results contained herein; estimates concerning backlog reflect an assumed product mix and reported backlog is not necessarily indicative of our financial results; turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and in our Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 and our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.