8-K

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) April 14, 2004

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Delaware
(State of Incorporation) 93-0816972
(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)

Item 7. Financial Statements and Exhibits

     (c) Exhibits:

     99.1 Press Release dated April 14, 2004 of The Greenbrier Companies, Inc.

Item 9. Regulation FD Disclosure

The following information is disclosed pursuant to Item 12 on Form 8-K:

On April 14, 2004, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the quarter ended February 29, 2004. A copy of such release is attached as Exhibit 99.1

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 14, 2004		By:	/s/ Larry G. Brady
			Larry G. Brady
			Senior Vice President and
			Chief Financial Officer
			(Principal Financial and
			Accounting Officer)

EX-99.1

Exhibit 99.1

For release: April 14, 2004, 6:00 am EDT Contact: Mark Rittenbaum

Greenbrier reports second quarter results of $.15 per share

Lake Oswego, Oregon, April 14, 2004 -

HIGHLIGHTS

•	Revenues for the second quarter of fiscal 2004 grew to $167 million, up 40% from $119 million in the prior year’s second quarter, and up 23% from $135 million in the first quarter of fiscal 2004.
•	Net earnings for the quarter were $2.2 million, or $.15 per diluted share. This compares to a net loss of $1.2 million, or $.09 per diluted share, for the second quarter of fiscal 2003, and net earnings of $4.2 million, or $.28 per diluted share for the first quarter of fiscal 2004.
•	During the quarter, the Company decided to complete the recapitalization of its European operations with internal funds and to continue to hold its European investment. Accordingly, European financial results are included in continuing operations for all periods presented.
•	New railcar manufacturing backlog in North America and Europe was 10,000 units valued at $560 million at February 29, 2004, compared to 11,500 units valued at $620 million at November 30, 2003. Subsequent to quarter end, the Company received orders for 1,400 railcars valued at $110 million.
•	A court-ordered preliminary injunction to halt production of 500 drop deck center partition cars for Canadian Pacific Railroad was lifted during the quarter. Further court proceedings have been delayed as the Company seeks a final settlement of this matter.
•	Greenbrier continued to address industry supply issues during the quarter. A second railcar truck castings foundry located in Alliance, Ohio was opened by the Company’s unconsolidated joint venture with ACF Industries and ASF Keystone.
•	During the quarter, Greenbrier also settled its arbitration claim relating to the acquisition of operations in Germany in 2000. Greenbrier realized a $6.3 million pre-tax reduction in its purchase price liabilities associated with the acquisition. The Company also wrote off the remaining book value of European patents and designs of $7.5 million pre-tax. Both these items are included in special charges.
	FINANCIAL RESULTS; SPECIAL CHARGES; UNUSUAL ITEMS; START-UP COSTS:

     The Greenbrier Companies [NYSE:GBX] today reported net earnings of $2.2 million, or $.15 per diluted share, for its second fiscal quarter ended February 29, 2004.

     These results include special charges totaling $1.2 million pre-tax. These charges consist of a $7.5 million write-off of the remaining book value of European patents and designs, partially offset by a $6.3 million reduction in Greenbrier’s purchase price liabilities resulting from the settlement of the Company’s arbitration claim on its acquisition of operations in Germany.

     During the quarter, the Company incurred nearly $1.5 million of pre-tax costs relating to scrap steel surcharges and $1.0 million of pre-tax costs related to the rework of certain defective components supplied by third parties. A substantial portion of these rework costs may be recovered in future periods, as a result of a settlement with the supplier. The quarter was also adversely impacted by weather-related plant shutdowns at TrentonWorks in Canada and Gunderson in Oregon. These issues, coupled with a continued industry-wide shortage in the availability of rail castings, resulted in production of nearly 250 railcars being delayed to the third fiscal quarter. As well, nearly 300 cars were produced and leased in the first and second fiscal quarters that are expected to be sold in the third fiscal quarter. These 300 cars are currently included in inventory.

     Finally, the financial results of the Company’s unconsolidated investment in two rail castings facilities were adversely affected by start-up costs at the Alliance facility and lost production due to temporary equipment issues at the Cicero facility.

     EFFECTS OF STEEL ISSUES:

     William A. Furman, president and chief executive officer, said, “Our backlog stretches into calendar 2005. Greenbrier, like many other machinery manufacturers, is coping with the effects of a volatile steel marketplace. Prices for steel, the primary component of railcars and barges, have risen sharply this year. Steel providers are also charging scrap surcharges. In addition, the price and availability of other railcar components, which are a product of steel, have been adversely affected by steel issues.”

     “The Company’s manufacturing margins were negatively impacted by the steel markets during the quarter, despite supply contracts which covered a large portion of our backlog. The Company was forced by steel market conditions, supplier behavior and scrap surcharges to absorb some cost increases which could not be passed on to customers.”

     “In January, a senior management team was appointed to manage this issue, with significant positive results. Greenbrier is taking aggressive action to work with suppliers to minimize cost increases and surcharges and, where possible, to pass on higher material costs to customers. Starting in January, new railcar pricing has contained escalation clauses for materials price increases. In addition, the Company is realizing revenue and margin enhancement from equipment trading activities and higher lease rates on our lease fleet, and increased yields from scrap sales from our lease fleet and manufacturing operations. The benefits of these activities will begin to have more material positive effects starting in the Company’s third fiscal quarter.”

     EUROPEAN RECAPITALIZATION:

     Furman also noted, “During the quarter, the Company decided to complete the recapitalization of Europe with internal funds, as final negotiations with potential investors proved unsatisfactory. Our European operations continue to be profitable. As part of the recapitalization, revolving lines of credit of approximately $19 million and performance guarantees relating to new sale contracts of the European operations will no longer be guaranteed by the Parent.”

     CASH FLOW, LIQUIDITY, DELIVERIES:

     Mark Rittenbaum, senior vice president & treasurer, said, “EBITDA for the first six months of 2004 was $23 million. During the year, cash balances have been reduced by $73 million, principally due to the following: normal fluctuations in working capital, repayments of debt and participation of $27 million, and lease fleet additions of $18 million. Inventory levels are up nearly $25 million from August 31, 2003, due to railcars produced during the first and second fiscal quarter which are expected to be sold in the third fiscal quarter. Unused lines of credit remain at nearly $100 million.”

     Rittenbaum added, “New railcar deliveries in North America and Europe for the second fiscal quarter were 2,300 units, which brings the six month total to 4,200 units. Deliveries are anticipated to be at higher rates during the second half of the fiscal year, pushing total deliveries for the fiscal year to about 10,000 units.”

     The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry in North America. Greenbrier builds new railroad freight cars in the U.S., Canada and Mexico, and repairs and refurbishes freight cars and wheels at thirteen locations across North America. The Company produces rail castings through an unconsolidated joint venture and also manufactures new freight cars through the use of unaffiliated subcontractors. The Company also builds new railroad freight cars and refurbishes freight cars for the European market through its manufacturing operations in Poland and various sub-contractor facilities throughout Europe. At Greenbrier’s Portland, Oregon manufacturing facility, it builds ocean-going barges for the maritime industry. Greenbrier owns approximately 12,000 railcars and performs management services for approximately 113,000 railcars.

     Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to expectations, beliefs, and future financial performance. These forward-looking statements are dependent on a number of factors, business risks and issues, a change in which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such factors, risks and issues are set forth from time to time under “Forward-Looking Statements,” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Greenbrier’s SEC filings and reports. Any forward-looking statement speaks only as of the date on which such statement is made. Greenbrier undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

     The Greenbrier Companies will host a teleconference to discuss second quarter fiscal 2004 results. Teleconference details are as follows:

Wednesday, April 14, 2004
7:30 am Pacific Daylight Time
Real-time Audio Access: (“Newsroom” at http://www.gbrx.com)

Please access the site 10 minutes prior to the start time. Following the call, a replay will be available on the same site.

THE GREENBRIER COMPANIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, unaudited)

	February 29,		August 31,
	2004		2003
Assets
Cash and cash equivalents	$	4,247	$	77,298
Restricted cash		2,467		5,434
Accounts and notes receivable		107,196		80,197
Inventories		129,815		105,652
Investment in direct finance leases		27,150		41,821
Equipment on operating leases		152,740		139,341
Property, plant and equipment		56,406		58,385
Other		22,896		30,820
	$	502,917	$	538,948
Liabilities and Stockholders’ Equity
Revolving notes	$	31,027	$	21,317
Accounts payable and accrued liabilities		135,492		150,874
Participation		36,351		55,901
Deferred revenue		37,961		39,779
Deferred income taxes		14,504		16,127
Notes payable		106,756		117,989
Subordinated debt		16,220		20,921
Subsidiary shares subject to mandatory redemption		4,034		4,898
Stockholders’ equity		120,572		111,142
	$	502,917	$	538,948

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)

	Three Months Ended						Six Months Ended
	February 29,			February 28,			February 29,			February 28,
	2004			2003			2004			2003
Revenue
Manufacturing	$	148,725		$	100,390		$	266,028		$	221,500
Leasing & services		17,836			18,190			35,732			35,869
		166,561			118,580			301,760			257,369
Cost of revenue
Manufacturing		138,993			95,438			243,582			209,271
Leasing & services		10,404			10,961			21,241			22,526
		149,397			106,399			264,823			231,797
Margin		17,164			12,181			36,937			25,572
Other costs
Selling and administrative expense		10,924			9,553			20,984			19,008
Interest expense		2,604			3,758			5,205			7,692
Special charges		1,234			—			1,234			—
		14,762			13,311			27,423			26,700
Earnings (loss) before income taxes, minority interest and equity in unconsolidated subsidiaries		2,402			(1,130	)		9,514			(1,128	)
Income tax benefit (expense)		1,309			312			(1,330	)		102
Earnings (loss) before minority interest and equity in unconsolidated subsidiaries		3,711			(818	)		8,184			(1,026	)
Minority interest		—			18			—			—
Equity in loss of unconsolidated subsidiaries		(1,474	)		(437	)		(1,792	)		(955	)
NET EARNINGS (LOSS)	$	2,237		$	(1,237	)	$	6,392		$	(1,981	)
Basic earnings (loss) per common share	$	0.15		$	(0.09	)	$	0.44		$	(0.14	)
Diluted earnings (loss) per common share	$	0.15		$	(0.09	)	$	0.42		$	(0.14	)
Weighted average common shares:
Basic		14,517			14,121			14,435			14,121
Diluted		15,178			14,121			15,051			14,121

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Cash Flows
(In thousands, unaudited)

	Six Months Ended
	February 29,			February 28,
	2004			2003
Cash flows from operating activities
Net earnings (loss)	$	6,392		$	(1,981	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(1,623	)		1,036
Depreciation and amortization		10,327			9,112
Gain on sales of equipment		(190	)		(333	)
Special charges		1,234			—
Other		369			(759	)
Decrease (increase) in assets:
Accounts and notes receivable		(26,999	)		(1,888	)
Inventories		(28,240	)		11,208
Other		2,088			1,455
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(9,043	)		13,313
Participation		(19,550	)		(6,256	)
Deferred revenue		(1,564	)		(24,091	)
Net cash (used in) provided by operating activities		(66,799	)		816
Cash flows from investing activities
Principal payments received under direct finance leases		5,227			7,801
Proceeds from sales of equipment		9,922			17,492
Purchase of property and equipment		(18,192	)		(5,539	)
Decrease (increase) in restricted cash		2,967			(1	)
Investment in unconsolidated joint venture		(1,005	)		—
Net cash (used in) provided by investing activities		(1,081	)		19,753
Cash flows from financing activities
Changes in revolving notes		9,710			(829	)
Repayments of notes payable		(12,477	)		(15,598	)
Repayment of subordinated debt		(4,701	)		(3,938	)
Exercise of stock options		3,265			—
Purchase of subsidiary shares subject to mandatory redemption		(968	)		—
Net cash (used in) provided by financing activities		(5,171	)		(20,365	)
Increase (decrease) in cash and cash equivalents		(73,051	)		204
Cash and cash equivalents
Beginning of period		77,298			67,596
End of period	$	4,247		$	67,800

THE GREENBRIER COMPANIES, INC.

Supplemental Disclosure
Quarterly Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)

	Three Months Ended						Three Months Ended
	November 30,			November 30,			February 29,			February 28,
	2003			2002			2004			2003
Revenue
Manufacturing	$	117,303		$	121,110		$	148,725		$	100,390
Leasing and Services		17,896			17,679			17,836			18,190
		135,199			138,789			166,561			118,580
Cost of revenue
Manufacturing		104,589			113,833			138,993			95,438
Leasing and Services		10,837			11,565			10,404			10,961
		115,426			125,398			149,397			106,399
Margin		19,773			13,391			17,164			12,181
Other costs
Selling and administrative expense		10,060			9,455			10,924			9,553
Interest expense		2,601			3,934			2,604			3,758
Special charges		—			—			1,234			—
		12,661			13,389			14,762			13,311
Earnings (loss) before income taxes, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		7,112			2			2,402			(1,130	)
Income tax (expense) benefit		(2,639	)		(210	)		1,309			312
Earnings (loss) before minority interest and equity in earnings (loss) of unconsolidated subsidiaries		4,473			(208	)		3,711			(818	)
Minority interest		—			(18	)		—			18
Equity in loss of unconsolidated subsidiary		(318	)		(517	)		(1,474	)		(437	)
Net earnings (loss)	$	4,155		$	(743	)	$	2,237		$	(1,237	)
Basic earnings (loss) per common share	$	0.29		$	(0.05	)	$	0.15		$	(0.09	)
Diluted earnings (loss) per common share	$	0.28		$	(0.05	)	$	0.15		$	(0.09	)
Weighted average common shares
Basic		14,353			14,121			14,517			14,121
Diluted		14,890			14,121			15,178			14,121

THE GREENBRIER COMPANIES, INC.

Supplemental Disclosure
Reconciliation of Net Cash Provided by Operating Activities to EBITDA
(In thousands, unaudited)

	Six Months ended
	February 29,			February 28,
	2004			2003
Net cash (used in) provided by operating activities	$	(66,799	)	$	816
Changes in working capital		83,308			6,259
Deferred income taxes		1,623			(1,036	)
Gain on sales of equipment		190			333
Special charges		(1,234	)		—
Other		(369	)		759
Income tax (benefit) expense		1,330			(102	)
Interest expense		5,205			7,692
EBITDA	$	23,254		$	14,721

¹     “EBITDA” (earnings from continuing operations before interest, taxes, depreciation and amortization) is a useful liquidity measurement tool commonly used by rail supply companies and Greenbrier. It should not be considered in isolation or as a substitute for cash flows from operating activities or cash flow statement data prepared in accordance with generally accepted accounting principles.

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