<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended February 28, 1998
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from ______ to ______
Commission File No. 1-13146
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-0816972
(State of Incorporation)(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)
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 March 31, 1998 was 14,206,681
shares.
<PAGE>
THE GREENBRIER COMPANIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts, unaudited)
February 28, August 31,
1998 1997
---------- ----------
Assets
Cash and cash equivalents $ 35,289 $ 14,384
Restricted cash and investments 15,122 7,360
Accounts and notes receivable 68,291 61,024
Manufacturing inventories 62,842 87,233
Leasing equipment held for
refurbishment or sale 2,846 64,358
Investment in direct finance leases 176,822 182,421
Equipment on operating leases 87,013 102,120
Property, plant and equipment 46,195 44,925
Prepaid expenses and other 13,185 16,693
---------- ----------
$ 507,605 $ 580,518
========== ==========
Liabilities and Stockholders' Equity
Revolving notes $ 17,460 $ 57,709
Accounts payable and accrued liabilities 118,777 107,738
Deferred participation 42,231 39,032
Deferred income taxes 11,610 13,909
Notes payable 159,268 201,786
Subordinated debt 37,962 38,089
Minority interest 9,262 18,183
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock - $0.001 par value,
25,000 shares authorized, none issued - -
Common stock - $0.001 par value, 50,000 shares
authorized, 14,203 outstanding at
February 28, 1998 14 14
Additional paid-in capital 49,714 49,135
Retained earnings 61,424 54,689
Foreign currency translation adjustment (117) 234
---------- ----------
111,035 104,072
---------- ----------
$ 507,605 $ 580,518
========== ==========
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
Three Months Ended Six Months Ended
February 28, February 28,
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
Revenues
Manufacturing $104,349 $ 74,558 $218,975 $176,437
Leasing and services 22,443 27,777 46,027 53,249
-------- -------- -------- ---------
Total revenues 126,792 102,335 265,002 229,686
Costs and expenses
Cost of manufacturing sales 96,580 68,282 203,188 162,403
Leasing and services 8,487 11,524 18,249 22,827
Selling and administrative expense:
Manufacturing 4,126 3,982 8,055 7,769
Leasing and services 1,911 4,154 4,532 7,268
Corporate 2,293 1,908 4,115 3,535
-------- -------- -------- --------
8,330 10,044 16,702 18,572
Interest expense:
Manufacturing 536 660 1,361 1,242
Leasing and services 4,613 5,944 9,914 11,805
-------- -------- -------- --------
5,149 6,604 11,275 13,047
Minority interest:
Manufacturing 409 251 560 750
Leasing and services 129 116 279 743
-------- -------- -------- --------
538 367 839 1,493
-------- -------- -------- --------
Total costs and expenses 119,084 96,821 250,253 218,342
Earnings before income tax expense
Manufacturing 2,698 1,383 5,811 4,273
Leasing and services 7,303 6,039 13,053 10,606
Corporate (2,293) (1,908) (4,115) (3,535)
-------- -------- -------- --------
7,708 5,514 14,749 11,344
Income tax expense (3,348) (2,074) (6,313) (4,323)
-------- -------- -------- --------
Earnings from continuing
operations 4,360 3,440 8,436 7,021
Discontinued operations:
Loss on operations (net of
tax benefit of $669 and
$1,155 in 1997) -- (1,263) -- (1,924)
-------- -------- -------- --------
Net earnings $ 4,360 $ 2,177 $ 8,436 $ 5,097
======== ======== ======== ========
Basic earnings per share:
From continuing operations $ 0.31 $ 0.24 $ 0.60 $ 0.50
Discontinued operations -- (0.09) -- (0.14)
-------- -------- -------- --------
Net earnings $ 0.31 $ 0.15 $ 0.60 $ 0.36
======== ======== ======== ========
Diluted earnings per share:
From continuing operations $ 0.30 $ 0.24 $ 0.59 $ 0.50
Discontinued operations -- (0.09) -- (0.14)
-------- -------- -------- --------
Net earnings $ 0.30 $ 0.15 $ 0.59 $ 0.36
======== ======== ======== ========
Dividends declared per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
Weighted average shares outstanding:
Basic 14,184 14,160 14,174 14,160
Diluted 14,325 14,160 14,309 14,160
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended
February 28,
------------------
1998 1997
-------- --------
Cash flows from operating activities
Net earnings $ 8,436 $ 5,097
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Deferred income taxes (2,299) (2,082)
Deferred participation 3,199 3,788
Depreciation and amortization 8,694 14,061
Gain on sales of equipment (3,814) (4,372)
Other 88 (2,512)
Decrease (increase) in assets:
Accounts and notes receivable (14,557) 27,369
Inventories 21,132 17,255
Prepaid expenses and other 2,859 (5,714)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 11,013 (16,684)
-------- --------
Net cash provided by operating activities 34,751 36,206
-------- --------
Cash flows from investing activities
Principal payments received under
direct finance leases 7,455 6,174
Investment in direct finance leases (518) (7,816)
Proceeds from sales of equipment 105,119 14,120
Purchase of property and equipment (26,448) (52,019)
Investment in restricted cash and investments (7,762) (59)
-------- --------
Net cash provided by (used in)
investing activities 77,846 (39,600)
-------- --------
Cash flows from financing activities
Proceeds from borrowings 436 33,227
Repayments of borrowings (83,204) (12,716)
Purchase of minority interest (7,772) (16,333)
Dividends (1,701) (1,699)
Proceeds from stock options 549 --
-------- --------
Net cash provided by (used in)
financing activities (91,692) 2,479
-------- --------
Increase (decrease) in cash
and cash equivalents 20,905 (915)
Cash and cash equivalents
Beginning of period 14,384 6,083
-------- --------
End of period $ 35,289 $ 5,168
======== ========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 10,845 $ 13,138
Income taxes 6,852 1,962
Supplemental schedule of noncash investing and
financing activities
Purchase of minority interest $ 1,580 $ 2,044
Equipment obtained through borrowings -- 3,577
Repayment of borrowings through return of railcars
held for refurbishment or sale 127 7,423
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, 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, 1998 and for the six months ended February 28,
1998 and 1997 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 six months ended
February 28, 1998 are not necessarily indicative of the results to
be expected for the entire year ending August 31, 1998.
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 1997 Annual Report
incorporated by reference into the company's 1997 Annual Report on
Form 10-K.
Note 2 - MANUFACTURING INVENTORIES
February 28, August 31,
1998 1997
----------- ----------
Supplies and raw materials $ 7,952 $ 5,999
Work-in-process 46,693 42,582
Held for sale 8,197 38,652
----------- ----------
$ 62,842 $ 87,233
=========== ==========
Note 3 - DISCONTINUED OPERATIONS AND DIVESTITURES
During 1997 a plan was adopted in order to focus on core business
operations of railcar manufacturing and refurbishment, and related
leasing and services. Under the plan, the third-party
transportation logistics segment was to be discontinued and
accordingly, the results of operations for logistics have been
excluded from continuing operations in the Consolidated Statements
of Operations for all applicable periods. In December 1997 the
sale of a majority of the assets of this segment was completed.
The remainder of the logistics operations is anticipated to be
disposed of during 1998. The plan also included selling the
trailer and container leasing operation. A portion of the trailer
and container fleet was sold during the fourth quarter of 1997. In
October 1997 the sale of substantially all of the remaining
trailer and container fleet, which was included in Leasing
equipment held for refurbishment or sale as of August 31, 1997,
was completed.
Note 4 - EQUIPMENT ON OPERATING LEASES
During the first quarter of 1998 equipment with a net book value
of approximately $22,000 was sold in the normal course of business
to a third party and is being leased back by Greenbrier on a short-
term basis.
Note 5 - SEGMENT INFORMATION
Cash and borrowings are managed on a consolidated basis. Leasing
and services interest income and manufacturing interest expense
eliminated upon consolidation was $446 and $250 for the three
months ended February 28, 1998 and 1997, and $762 and $585 for the
six months ended February 28, 1998 and 1997.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Note 6 - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, Earnings Per Share, which is effective for periods
ending after December 15, 1997. Greenbrier adopted SFAS No. 128
during the quarter ended February 28, 1998 and all earnings per
share amounts for all periods have been restated to conform to the
new requirements. The difference between the number of shares used
to compute basic and diluted earnings per share is the dilutive
effect, if any, of stock options, calculated using the treasury
stock method.
Note 7 - COMMITMENTS AND CONTINGENCIES
Greenbrier is involved as a defendant in litigation in the
ordinary course of business, the outcome of which cannot be
predicted with certainty. Management believes that any ultimate
liability will not materially affect the financial position or
results of operations of the company.
<PAGE>
THE GREENBRIER COMPANIES, INC.
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 and services. The two business segments
are operationally integrated. The manufacturing segment produces
double-stack intermodal railcars, conventional railcars, marine
vessels and forged steel products and performs railcar
refurbishment and maintenance activities, a portion of which is
for the leasing operation. The leasing and services segment leases
and/or manages a fleet of approximately 27,000 railcars for its
own account or for third parties such as railroads, institutional
investors and other leasing companies. Sales, marketing and new
product development are conducted on an integrated basis.
The following table sets forth information regarding costs and
expenses from continuing operations, expressed as a percentage of
the associated revenue.
Three Months Ended Six Months Ended
February 28, February 28,
------------------ ------------------
1998 1997 1998 1997
-------- ------- -------- --------
Manufacturing:
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 92.6 91.6 92.9 92.0
Selling and administrative
expense 3.9 5.3 3.7 4.4
Interest expense 0.5 0.9 0.5 0.7
Minority interest 0.4 0.3 0.2 0.5
Earnings before income
tax expense 2.6 1.9 2.7 2.4
Leasing and services:
Revenues 100.0% 100.0% 100.0% 100.0%
Operating expense 37.8 41.5 39.7 42.9
Selling and administrative
expense 8.5 15.0 9.8 13.6
Interest expense 20.6 21.4 21.5 22.2
Minority interest 0.6 0.4 0.6 1.4
Earnings before income
tax expense 32.5 21.7 28.4 19.9
Corporate expense as a percentage
of total revenues 1.8 1.9 1.6 1.5
Income tax expense as a percentage
of pre-tax earnings 43.4 37.6 42.8 38.1
Net earnings as a percentage of
total revenues 3.4 2.1 3.2 2.2
Three Months Ended February 28, 1998 Compared to Three Months
Ended February 28, 1997
Revenues. Manufacturing revenue for the three-month period ended
February 28, 1998 amounted to $104 million on deliveries of 1,700
railcars compared to $75 million on deliveries of 900 railcars in
the corresponding prior period, an increase of $29 million, or
39%. Increased deliveries in the current period contributed to the
overall improvement in revenue. Railcar deliveries in the current
period were comprised of approximately 50% double-stack railcars
compared to all conventional railcars in the prior period. The
manufacturing backlog of railcars for sale and lease as of
February 28, 1998 was approximately 6,700 railcars with an
estimated value of $335 million compared to 6,600 railcars valued
at $326 million as of November 30, 1997.
Leasing and services revenue decreased $6 million, or 21%, to $22
million for the quarter ended February 28, 1998 compared to $28
million for the quarter ended February 28, 1997. The decrease is
primarily a result of the sale of the trailer and container
leasing operation in October 1997 which contributed $6.7 million
to revenue in the prior year.
Pre-tax earnings realized on the disposition of leased equipment
during the quarter amounted to $2.6 million compared to $3.3
million for the corresponding prior period.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Cost of Manufacturing Sales. Cost of sales as a percentage of
manufacturing revenue increased in the quarter ended February 28,
1998 to 92.6% from 91.6% in the quarter ended February 28, 1997.
The lower margins in the current quarter are primarily due to the
competitive market environment at the time orders were received,
production line changeovers and higher costs of certain raw
materials acquired from a substitute supplier on a temporary
basis.
Leasing and Services Expense. Leasing and services expense as a
percentage of revenue was 37.8% for the three-month period ended
February 28, 1998 compared to 41.5% in the prior period. The
decreased ratio is primarily due to the sale of the trailer and
container leasing assets, which typically operated at a higher
expense ratio than railcar leasing assets, offset somewhat by
higher vehicle transportation operating costs associated with a
recent contract.
Selling and Administrative Expense. Total selling and
administrative expense decreased $2 million, or 20%, to $8 million
for the three months ended February 28, 1998 compared to $10
million for the comparable prior period. This reduction is
primarily due to the winding down of the trailer and container
leasing operations offset to a degree by international business
development expenses. The prior period also included a $700,000
provision for potential loss associated with receivables from a
lessee of marine equipment.
Interest Expense. Due to improved liquidity resulting from
equipment sales, borrowings were reduced resulting in lower
interest expense.
Minority Interest. Manufacturing minority interest increased as
a result of improved earnings of the Canadian operation. Leasing
and services minority interest increased slightly due to improved
earnings from automobile transportation services. On February 27,
1998 the unaffiliated investors' interest in the automobile
transportation business was acquired for $8 million through the
use of restricted cash.
Income Tax Expense. The effective tax rate on domestic
operations was 42% in the current and prior period. The effective
tax rate on Canadian operations was 44% in the current period. In
the prior period, the Canadian operations benefited from operating
loss carryforwards.
Six Months Ended February 28, 1998 Compared to Six Months Ended
February 28, 1997
Revenues. Manufacturing revenues for the six-month period ended
February 28, 1998 amounted to $219 million on deliveries of 3,600
railcars compared to $176 million on deliveries of 2,500 railcars
in the corresponding prior period, an increase of $43 million, or
24%. Increased deliveries are due to an overall stronger market
demand for conventional freightcars and a rebound in the
intermodal transportation industry. In the period ended February
28, 1998, approximately 50% of total new railcar deliveries were
double-stack railcars while virtually all of the deliveries in the
prior period were conventional railcars.
Leasing and services revenue decreased $7 million, or 14%, for
the six months ended February 28, 1998 compared to the six months
ended February 28, 1997. This decrease is primarily due to reduced
revenue from trailer and container leasing operations as
substantially all of these assets were sold in October 1997. The
decrease was partially offset by an increase in revenue from
automobile transportation services.
Pre-tax earnings realized on the disposition of leased equipment
in the normal course of operations during the six-month period
amounted to $3.3 million compared to $3.8 million in the
corresponding prior period.
Cost of Manufacturing Sales. Cost of sales as a percentage of
manufacturing revenue increased for the six-month period February
28, 1998 to 92.9% from 92.0% in the comparable prior period
primarily due to production line changeovers, a highly competitive
market environment at the time the orders were received and higher
costs of certain raw materials acquired from a substitute supplier
on a temporary basis.
Leasing and Services Expense. Leasing and services expense as a
percentage of revenue was 39.7% for the period ended February 28,
1998 compared to 42.9% for the corresponding prior period. This
reduction results primarily from the sale of trailer and container
leasing assets during the current period, as these assets
generally operated at a higher expense ratio than railcar leasing
assets, offset somewhat by higher vehicle transportation operating
costs.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Selling and Administrative Expense. Total selling and
administrative expense for the six months ended February 28, 1998
decreased compared to the corresponding prior period primarily due
to the winding down of the trailer and container leasing
operations offset somewhat by international business development
expenses. The prior period also included a $700,000 provision for
potential loss associated with receivables from a lessee of marine
equipment.
Interest Expense. Due to improved liquidity resulting from
equipment sales, borrowings were reduced resulting in lower
interest expense.
Minority Interest. Manufacturing minority interest decreased as
a result of reduced earnings of the Canadian operation. Leasing
and services minority interest decreased due to the acquisition of
a minority investor's interest in the trailer and container
leasing business in the second quarter of 1997.
Income Tax Expense. The effective tax rate on domestic
operations was 42% in the current and prior period. The effective
tax rate on Canadian operations was 44% in the current period. In
the prior period, the Canadian operations benefited from operating
loss carryforwards.
Liquidity and Capital Resources
Cash provided by operations totaled $35 million for the six-month
period ended February 28, 1998 compared to $36 million for the
corresponding prior period.
Overall liquidity has improved as a result of the sale of
substantially all of the remaining trailer and container fleet and
the sale, in the normal course of business, of a significant group
of railcars on operating lease. These transactions contributed $87
million of the $105 million in proceeds from sales of equipment.
Credit facilities aggregated $121 million as of February 28,
1998. A $60 million revolving line of credit is available through
May 1999 to provide working capital and interim financing of
equipment for the leasing and services operations. Advances under
this facility bear interest at rates which vary depending on the
type of borrowing and certain defined ratios. There were no
borrowings outstanding under this line of credit as of February
28, 1998. A $30 million operating line of credit to be used for
working capital, bearing interest primarily at prime, and a $10
million five-year term loan facility to be used for certain
manufacturing capital expenditures are available through February
2000 and December 1998 for U.S. manufacturing operations.
Borrowings outstanding under the operating line were $4.6 million
as of February 28, 1998 and there were no borrowings outstanding
under the term facility. An $18 million (at the February 28, 1998
exchange rate) operating line of credit, bearing interest at
Canadian prime plus 1.125%, is available through March 1999 for
working capital and certain capital expenditures for Canadian
operations. An additional $3 million five-year term loan facility
is available for capital expenditures. Borrowings outstanding
under the operating line were $12.9 million as of February 28,
1998 and there were no borrowings outstanding under the term
facility.
Capital expenditures totaled $27 million for the six months ended
February 28, 1998 compared to $63 million for the six months ended
February 28, 1997. Of these capital expenditures, approximately
$23 million and $58 million, respectively, were attributable to
leasing and services operations. Leasing and services capital
expenditures for the remainder of 1998 are expected to be
approximately $17 million.
Approximately $4 million and $5 million of the total capital
expenditures for the six months ended February 28, 1998 and 1997
were attributable to manufacturing operations. Manufacturing
capital expenditures for the remainder of 1998 are expected to be
approximately $13 million. Capital expenditure programs include
new and upgraded manufacturing plant and equipment to improve
efficiencies and increase capacity.
Operations in Canada give rise to market risks from changes in
foreign currency exchange rates. To minimize these risks, forward
exchange contracts are utilized. As of February 28, 1998 forward
exchange contracts outstanding for the purchase of Canadian
dollars were $77 million, maturing at various dates through
September 1998. Realized and unrealized gains and losses from such
off-balance sheet contracts are deferred and recognized in income
concurrent with the hedged transaction.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Dividends of $.06 per share have been paid quarterly beginning in
1995. The most recent quarterly dividend of $.06 per share was
declared in April 1998 to be paid in May 1998.
In March 1998, Greenbrier executed an agreement to acquire a
majority interest in Fabryka Wagonow Swidnica S.A., a railcar and
specialty container manufacturer in Swidnica, Poland. Polish
investors will maintain a significant ownership interest in the
manufacturer. The acquisition is subject to final approval by
Polish governmental agencies, which is expected by August 31,
1998. The acquisition, if consummated, will establish a European
manufacturing base and is expected to provide access to the
European markets, particularly the market in Poland. Initially,
the Polish facility is not expected to have a material impact on
Greenbrier's overall financial condition and the investment will
be funded through working capital.
Management expects existing funds and cash generated from
operations, together with borrowings under existing credit
facilities, will be sufficient to fund dividends, working capital
needs, planned capital expenditures and expected debt repayments.
Management anticipates long-term financing will be required and
will continue to be available for the purchase of equipment to
expand Greenbrier's lease fleet.
Year 2000
Various computer systems and applications are utilized in daily
operations. As part of the normal course of business, these
systems are evaluated and upgraded as necessary. The ability to
accommodate the year 2000 century date change is part of the
evaluation process. The financial impact of any change is not
anticipated to be material to the financial position or results of
operations.
Forward-Looking Statements
Statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not
statements of historical fact may include 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. The
following are among the factors that could cause actual results or
outcomes to differ materially from the forward-looking statements:
general political, regulatory or economic conditions; changes in
interest rates; business conditions and growth in the surface
transportation industry, both domestic and international; shifts
in market demand; a delay or failure of acquisitions, products or
services to compete successfully; changes in product mix and the
mix between manufacturing and leasing and services revenue;
transportation labor disputes or operating difficulties which
might disrupt the flow of cargo; competitive factors, including
increased competition, new product offerings by competitors and
price pressures; actual future costs and availability of materials
and a trained workforce; labor disputes; production difficulties
and product delivery delays in the future as a result of, among
other matters, changing process technologies and increasing
production; lower than expected customer orders; the ability to
consummate expected sales; delays in receipt of orders or
cancellation of orders; financial condition of principal
customers; and the impact of year 2000 compliance by the company
or by its customers, suppliers or service partners. Any forward-
looking statements should be considered in light of these factors.
<PAGE>
THE GREENBRIER COMPANIES, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders of the registrant was
held on January 13, 1998.
(b) The meeting involved the election of directors. Proxies
for the meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. There was no solicitation
in opposition to management's nominees as listed in the proxy
statement. All of management's nominees were elected. The
following table sets forth information with respect to votes
cast for and against each nominee:
Votes
Votes Against
For Election or Votes Broker
Nominee Election Withheld Abstaining Non-Votes
------- ---------- --------- ---------- ---------
Peter K. Nevitt 13,173,440 6,483 -- --
A. Daniel O'Neal, Jr. 13,173,683 6,240 -- --
The term of office for the following directors continued after
the meeting: Alan James, William A. Furman, Victor G. Atiyeh, C.
Bruce Ward and Benjamin R. Whiteley.
(c) Stockholders ratified appointment of Deloitte & Touche LLP
as independent auditors for fiscal 1998. The appointment was
approved by the vote of 13,168,884 shares in favor, 7,877 shares
against, and 3,162 shares abstained from voting. There were no
broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
27.2 Financial Data Schedule - Restated
(b) Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
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 thereunto duly authorized.
THE GREENBRIER COMPANIES, INC.
Date: April 13, 1998 By: /s/Larry G. Brady
------------------ ------------------------
Larry G. Brady
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the company's
consolidated financial statements for the quarter ended February 28, 1998 and is
qualified in its entirety by reference to such financial statments.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> FEB-28-1998
<CASH> 50,411<F1>
<SECURITIES> 0
<RECEIVABLES> 68,291
<ALLOWANCES> 0
<INVENTORY> 62,842
<CURRENT-ASSETS> 0
<PP&E> 46,195
<DEPRECIATION> 0
<TOTAL-ASSETS> 507,605
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 14
<OTHER-SE> 111,021
<TOTAL-LIABILITY-AND-EQUITY> 507,605
<SALES> 0
<TOTAL-REVENUES> 265,002
<CGS> 221,437
<TOTAL-COSTS> 250,253
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,275
<INCOME-PRETAX> 14,749
<INCOME-TAX> 6,313
<INCOME-CONTINUING> 8,436
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,436
<EPS-PRIMARY> 0.60
<EPS-DILUTED> 0.59
<FN>
<F1>Of this amount, $15,122 is restricted.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS 3-MOS
<FISCAL-YEAR-END> AUG-31-1996 AUG-31-1997 AUG-31-1997 AUG-31-1997 AUG-31-1998
<PERIOD-END> AUG-31-1996 NOV-30-1996 FEB-28-1997 MAY-31-1997 NOV-30-1997
<CASH> 12,483<F1> 21,193<F2> 11,627<F3> 22,919<F4> 74,684<F5>
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 83,362 39,559 56,699 38,792 66,136
<ALLOWANCES> 0 0 0 0 0
<INVENTORY> 75,989 69,355 58,734 90,571 68,305
<CURRENT-ASSETS> 142,813 95,673 102,520 113,291 0
<PP&E> 35,893 36,490 38,356 39,816 44,989
<DEPRECIATION> 0 0 0 0 0
<TOTAL-ASSETS> 615,488 590,254 600,380 602,817 530,344
<CURRENT-LIABILITIES> 64,291 47,499 63,352 70,793 0
<BONDS> 0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
<COMMON> 14 14 14 14 14
<OTHER-SE> 11,722 113,951 115,143 115,002 107,080
<TOTAL-LIABILITY-AND-EQUITY> 615,488 590,254 600,380 602,817 530,344
<SALES> 0 0 0 0 0
<TOTAL-REVENUES> 519,940 127,351 229,686 312,268 138,210
<CGS> 421,848 105,424 185,230 249,179 116,370
<TOTAL-COSTS> 487,995 121,521 218,342 298,828 131,169
<OTHER-EXPENSES> 0 0 0 0 0
<LOSS-PROVISION> 0 0 0 0 0
<INTEREST-EXPENSE> 25,670 6,443 13,047 20,202 6,126
<INCOME-PRETAX> 31,945 5,830 11,344 13,440 7,041
<INCOME-TAX> 13,332 2,249 4,323 5,187 2,965
<INCOME-CONTINUING> 18,613 3,581 7,021 8,253 4,076
<DISCONTINUED> (338) (661) (1,924) (2,376) 0
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 18,275 2,920 5,097 5,877 4,076
<EPS-PRIMARY> 1.29 0.21 0.36 0.42 0.29
<EPS-DILUTED> 1.29 0.21 0.36 0.42 0.29
<FN>
<F1>Of this amount, $6,400 is restricted.
<F2>Of this amount, $6,773 is restricted.
<F3>Of this amount, $6,459 is restricted.
<F4>Of this amount, $18,170 is restricted.
<F5>Of this amount, $19,637 is restricted.
</FN>
</TABLE>
