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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 2000
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
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THE GREENBRIER COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 93-0816972
(State of Incorporation) (IRS Employer Identification No.)
ONE CENTERPOINTE DRIVE, SUITE 200
LAKE OSWEGO, OREGON 97035
(Address of principal executive offices)
(503) 684-7000
(Registrant's telephone number, including area code)
---------------------------
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Each Exchange
COMMON STOCK, on Which Registered)
PAR VALUE $0.001 PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
Aggregate market value of the Registrant's Common Stock held by non-affiliates
on October 31, 2000 (based on the closing price of such shares on such date) was
approximately $47,000,000.
The number of shares outstanding of the Registrant's Common Stock on October 31,
2000 was 14,152,132 shares of Common Stock, par value $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of Registrant's 2000 Annual Report to Stockholders and of Registrant's
Proxy Statement dated November 29, 2000 prepared in connection with the Annual
Meeting of Stockholders to be held on January 9, 2001 are incorporated by
reference into Parts II and III of this Report.
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THE GREENBRIER COMPANIES, INC.
FORM 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
<S> <C>
Item 1. BUSINESS 2
Item 2. PROPERTIES 8
Item 3. LEGAL PROCEEDINGS 9
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 10
Item 6. SELECTED FINANCIAL DATA 10
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 10
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 10
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 10
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT 11
Item 11. EXECUTIVE COMPENSATION 11
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 11
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS
ON FORM 8-K 12
SIGNATURES 18
</TABLE>
(i)
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PART I.
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:
- financing sources for future expansion, other business development
activities, capital spending and railcar syndication activities;
- improved earnings in Europe;
- improved European railcar market environment;
- increased stockholder value;
- increased competition;
- market slowdown in North America;
- share of new and existing markets;
- increased production;
- increased railcar services business; and
- short- and long-term revenue and earnings effects of the above items.
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:
- a delay or failure of acquisitions, products or services to compete
successfully;
- actual future costs and the availability of materials and a trained
workforce;
- changes in product mix and the mix between manufacturing and leasing &
services revenue;
- labor disputes 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 sub-contractors;
- ability to obtain suitable contracts for the sale of leased equipment;
- lower-than-anticipated residual values for leased equipment;
- discovery of defects in railcars resulting in increased warranty cost or
litigation;
- resolution or outcome of pending litigation;
- the ability to consummate expected sales;
- delays in receipt of orders, risks that contracts may be canceled during
their term or not renewed and that customers may not purchase as much
equipment under the contracts as anticipated;
- financial condition of principal customers;
- market acceptance of products;
- competitive factors, including increased competition, introduction of
competitive products and price pressures;
- industry overcapacity or other factors;
- shifts in market demand;
- domestic and global business conditions and growth or reduction in the
surface transportation industry;
- domestic and global political, regulatory or economic conditions;
- changes in interest rates;
- changes in fuel prices;
- commodity price fluctuations; and
- economic impacts from currency fluctuations in the Company's worldwide
operations.
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.
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ITEM 1. BUSINESS
INTRODUCTION
Greenbrier is a leading supplier of transportation equipment and services to
the railroad and related industries. With operations in North America and
Europe, the manufacturing segment produces double-stack intermodal railcars,
conventional railcars, marine vessels and industrial forgings, and performs
repair and refurbishment activities for both intermodal and conventional
railcars. In addition to manufacturing, Greenbrier is engaged in complementary
leasing & services activities principally in North America. As of August 31,
2000, the fleet consists of approximately 37,000 owned or managed railcars.
Greenbrier believes this fleet is among the larger non-railroad owned fleets in
the United States.
In January 2000, Greenbrier completed the purchase of 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.
Accordingly, a significant portion of the assets acquired are intangibles.
In September 1998, Greenbrier acquired a 60% interest in a railcar
manufacturer located in Swidnica, Poland. Through a series of subsequent
transactions, the Company has increased its ownership interest to 97.5%. This
facility establishes a European manufacturing base and provides access to the
European markets.
Effective September 1, 1999, Greenbrier completed the acquisition of the
remaining common equity of the minority investor's interest in the Canadian
manufacturing subsidiary.
Also in September 1998, Greenbrier entered into a 50% joint venture with
Bombardier Transportation to build railroad freight cars at Bombardier's
existing manufacturing facility in Sahagun, Mexico. The facility serves the
North American marketplace and provides better access to the growing market in
Mexico.
Greenbrier is a Delaware corporation formed in 1981. The Company's principal
executive offices are located at One Centerpointe Drive, Lake Oswego, Oregon
97035, and its telephone number is (503) 684-7000.
PRODUCTS AND SERVICES
Greenbrier operates in two primary business segments: the manufacture of
railcars and marine vessels and the refurbishment and repair of railcars, and
the leasing of railcars and related services. A summary of selected consolidated
financial information for these two business segments as well as domestic and
foreign operations is set forth in Note 18 of the Notes to Consolidated
Financial Statements. The manufacturing segment operates from 12 separate
facilities in North America, one in Europe and through a network of
subcontractors in Europe.
NORTH AMERICA RAILCAR PRODUCTS
INTERMODAL RAILCARS
Intermodal transportation is the movement of cargo in standardized containers
or trailers. Intermodal containers and trailers are generally freely
interchangeable among railcar, truck or ship, making it possible to move cargo
in a single container or trailer from a point of origin to its final destination
without the repeated loading and unloading of freight required by traditional
shipping methods. A major innovation in intermodal transportation has been the
articulated double-stack railcar, which transports stacked containers on a
single platform. An articulated railcar is a unit comprised of up to five
platforms, each of which is linked by a common set of wheels and axles.
The double-stack railcar provides significant operating and capital savings
over other types of intermodal railcars. These savings are the result of (i)
increased train density (two containers are carried within the same longitudinal
space conventionally used to carry one trailer or container); (ii) a railcar
weight reduction per container of approximately 50%; (iii) easier terminal
handling characteristics; (iv) reduced equipment costs of approximately 30% over
the cost of providing the same carrying capacity with conventional equipment;
(v) better ride quality leading to reduced damage claims; and (vi) increased
fuel efficiency resulting from weight reduction and improved aerodynamics.
Greenbrier is the leading manufacturer of double-stack railcars with an
estimated cumulative North American market share of nearly 60%.
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Greenbrier's comprehensive line of articulated and non-articulated
double-stack railcars offers varying load capacities and configurations. Current
double-stack products include:
MAXI-STACK-Registered Trademark- The Maxi-Stack is a series of double-stack
railcars that features the ride-quality and operating efficiency of
articulated stack cars. The Maxi-Stack IV is a three-platform articulated
railcar with 53-foot wells that can accommodate all current container sizes
in all three wells. The Maxi-Stack III is a five-platform railcar that
features the ability to carry containers up to 48 feet in length in all wells
and up to 53 feet in length on the top level. The Maxi-Stack AP is a
three-platform all-purpose railcar that is more versatile than other
intermodal cars because it allows the loading of either trailers or
double-stack containers on the same platform.
HUSKY-STACK-Registered Trademark- The Husky-Stack is a non-articulated
(stand-alone) or draw bar connected series of double-stack railcars with the
capability of carrying containers up to 42% heavier than a single Maxi-Stack
platform. The All-Purpose Husky-Stack is a non-articulated version of the
Maxi-Stack AP. Husky-Stack 2+2 is a 56-foot railcar that allows the
double-stack loading of up to four 28-foot containers. Husky-Stack also
provides a means to extend double-stack economics to small load segments and
terminals.
CONVENTIONAL RAILCARS
In 2000, the majority of Greenbrier's manufactured railcars were conventional
railcars. A leading manufacturer of boxcars in North America, Greenbrier
produces a wide variety of 100-ton capacity boxcars, which are primarily used in
the forest products industry. Greenbrier also produces custom-built,
high-capacity boxcars for special applications such as automotive parts or
canstock movement. In addition to boxcars: bulkhead, automotive and other flat
cars; center-partition cars; flat cars; gondolas and various other conventional
railcar types are manufactured.
Production of Auto-Max-Registered Trademark- , a fully integrated,
two-unit railcar designed to transport a mix of full-size pickups,
automobiles and sport utility vehicles in a tri-level configuration began in
the fourth quarter of 1999. The adjustable decks in Auto-Max can also be
moved to a bi-level configuration, assuring the ability to adjust to
automobile industry model changes.
EUROPEAN RAILCAR PRODUCTS
TANK CARS
Greenbrier manufactures a comprehensive line of pressurized tank cars for
liquid petroleum gas ("LPG") and non-pressurized tank cars for light oil and
other products. Recent production includes 120m(3) LPG tank cars for Germany
and France and 79m(3) chemical tank cars for Western Europe. These are the
first two tank car products manufactured by Greenbrier that have been
approved for use in Western Europe.
GENERAL PURPOSE FREIGHT CARS
Greenbrier has the capability to manufacture a broad range of other types of
freight cars, including flat cars, coil steel cars, intermodal cars, coal cars
and sliding wall cars.
RAIL SERVICES
Greenbrier is actively engaged in the repair and refurbishment of railcars
for third parties, as well as its own lease fleet. In certain situations, repair
and refurbishment of the Company's lease fleet is performed in unaffiliated
facilities. Refurbishment and repair facilities are located in Portland and
Springfield, Oregon; Cleburne and San Antonio, Texas; Finley, Washington;
Atchison, Kansas; Golden, Colorado; and Modesto, California. The Springfield
facility has a long-term contract with a third-party primarily for the repair of
railcars. Greenbrier believes it is one of only a few railcar lessors with its
own refurbishing capabilities. In addition, Greenbrier operates wheel
reconditioning shops in Portland, Oregon; Pine Bluff, Arkansas; Tacoma,
Washington; and Sahagun, Mexico.
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MARINE VESSEL FABRICATION
The Portland, Oregon manufacturing facility is located on a deep water port
on the Willamette River. Until 1984, the Company's predecessor designed and
built ocean-going barges and other types of marine vessels for maritime shipping
companies. In 1995, Greenbrier re-entered the marine vessel market and expanded
and upgraded the marine facilities, which include the largest side-launch ways
on the West Coast. The upgraded marine facilities also enhance steel plate
burning and fabrication capacity providing flexibility for railcar production.
Since 1995, vessels manufactured include conventional deck barges, railcar deck
barges, barges for aggregates and other heavy industrial products and
ocean-going dump barges.
FORGING
Greenbrier also produces steel forgings weighing up to 100 tons at its
TrentonWorks industrial forge facility, one of the largest in North America. The
forge produces custom parts for the oil and gas, hydroelectric and other heavy
industries in all parts of the world.
LEASING & SERVICES
Greenbrier currently manages a fleet of approximately 37,000 railcars,
primarily in North America, of which 45% are owned and the remainder are managed
for institutional investors, railroads and other leasing companies. Management
services include equipment marketing and re-marketing, maintenance management
and administration. Greenbrier participates in both the finance and the
operating lease segments of the market. The aggregate rental payments over the
operating lease terms do not fully amortize the acquisition costs of the leased
equipment. As a result, the Company is subject to the customary risk that it may
not be able to sell or re-lease equipment after the operating lease term
expires. However, the Company believes it can effectively manage the risks
typically associated with operating leases due to its railcar expertise and its
refurbishing and re-marketing capabilities. Most of the leases are "full
service" leases, whereby Greenbrier is responsible for maintenance, taxes and
administration. The fleet is maintained, in part, through Greenbrier's own
facilities and engineering and technical staff. Assets from the owned lease
fleet are periodically sold to take advantage of market conditions, manage risk
and maintain liquidity.
The following table summarizes the lease fleet:
<TABLE>
<CAPTION>
FLEET PROFILE
AS OF AUGUST 31, 2000(1)
---------------------------------------------------------------------
Percent Average
of Owned Age of
Owned Managed Total Units on Owned
Units Units Units Lease Units (Yrs.)
-------- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Railcars Available for
Revenue Service 15,662 20,488 36,150 89% 22
Railcar Equipment Held
for Sale(2) 1,073 - 1,073
--------- --------- -----------
16,735 20,488 37,223
========= ========= ===========
Lessee Profile:
Class I Railroads 11,597 13,935 25,532
Non-Class I Railroads 1,499 3,629 5,128
Shipping Companies 664 2,284 2,948
Leasing Companies 231 594 825
Off-Lease 1,671 46 1,717
--------- --------- -----------
Total Revenue Units 15,662 20,488 36,150
========= ========= ===========
</TABLE>
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(1) Each platform of an articulated car is treated as a separate car.
(2) Railcar equipment held for sale consists mainly of railcars that will either
be sold or refurbished and placed on lease.
A substantial portion of the equipment in the lease fleet has been acquired
through an agreement entered into in August 1990 with Southern Pacific
Transportation Company, which has since merged with Union Pacific Railroad, to
purchase, refurbish and re-market over 10,000 railcars. The railcars were
refurbished to predetermined specifications by Greenbrier or unaffiliated
contract shops after satisfactory re-marketing arrangements were in place.
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RAW MATERIALS AND COMPONENTS
Products manufactured at Greenbrier owned facilities require a supply of raw
materials including steel and numerous specialty components such as brakes,
wheels and axles. Approximately 50% of the cost of each freight car represents
specialty components purchased from third-parties. Customers often specify
particular components and suppliers of such components. Although the number of
alternative suppliers of certain specialty components has declined in recent
years, there are at least two suppliers for most such components. Inventory
levels are continually monitored to ensure adequate support of production.
Advance purchases are periodically made to avoid possible shortages of material
due to capacity limitations of component suppliers and possible price increases.
Binding long-term contracts with suppliers are not typically entered into as the
Company relies on established relationships with major suppliers to ensure the
availability of raw materials and specialty items. Fluctuations in the price of
components and raw materials have not had a material effect on earnings and are
not anticipated to have a material effect in the foreseeable future.
In Europe, certain railcars are manufactured by sub-contractors. The Company
believes that alternatives are available should the sub-contractors be unable to
perform.
In 2000, approximately 73% of domestic requirements for steel were purchased
from Oregon Steel Mills, Inc., approximately 75% of the Company's Canadian
requirements were purchased from Algoma Steel, Inc., and approximately 36% of
the Company's European requirements were purchased from Rautaruukki Steel. The
top ten suppliers for all inventory purchases accounted for approximately 41% of
total purchases, of which no supplier accounted for more than 10%. The Company
maintains good relationships with its suppliers and has not experienced any
significant interruptions in recent years in the supply of raw materials or
specialty components. A member of the Canadian subsidiary's board of directors
serves as chairman of the board of directors of Algoma Steel, Inc.
MARKETING AND PRODUCT DEVELOPMENT
A fully-integrated marketing and sales effort is utilized whereby Greenbrier
seeks to leverage relationships developed in each of its manufacturing and
leasing & services operations to provide customers with a diverse range of
equipment and financing alternatives designed to satisfy a customer's unique
needs. These custom programs may involve a combination of railcar products and
financing, leasing, refurbishing and re-marketing services, depending on whether
the customer is buying new equipment, refurbishing existing equipment, or
seeking to outsource the maintenance or management of equipment.
Through customer relationships, insights are derived into the potential need
for new products and services. Marketing and engineering personnel collaborate
to evaluate opportunities and identify and develop new products. Research and
development costs incurred for new product development during 2000, 1999 and
1998 were $2,300,000, $1,107,000 and $1,470,000.
CUSTOMERS AND BACKLOG
The manufacturing customer base includes every transportation company that
utilizes double-stack or conventional railcars as well as financial institutions
that provide equipment to the transportation industry. A portion of the customer
base includes TTX Company, Burlington Northern Sante Fe ("BNSF"), Union Pacific
Railroad ("UP"), Canadian National Railway Company, Canadian Pacific Railway,
Norfolk Southern Railway Company, Bombardier Rail Capital, DB Cargo AG and VTG
Lehnkering AG.
The following table lists the Company's backlog in units and dollars for new
railcars at the dates shown:
<TABLE>
<CAPTION>
August 31,
------------- ------------ ------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
New railcar backlog(1) 7,800 4,000 6,200
Estimated value (in thousands) $440,000 $271,000 $375,000
</TABLE>
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(1) Each platform of an articulated car is treated as a separate car.
The backlog is based on customer purchase or lease orders that the Company
believes are firm. Customer orders, however, are subject to cancellation and
other customary industry terms and conditions. Historically, little variation
has been experienced between the number of railcars ordered and the number of
railcars actually sold. The backlog is not necessarily indicative of future
results of operations. Payment for railcars manufactured is typically received
when the cars are completed and accepted by a third-party customer.
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Leasing & services customers include Class I Railroads, regional and short
line railroads, other leasing companies, shippers and carriers such as UP, BNSF,
Kansas City Southern Railroad, Florida East Coast Railroad and III
Transportation.
In 2000, sales to the two largest customers, TTX Company and BNSF, accounted
for 30% and 9% of total revenues and 33% and 7% of manufacturing revenues.
Revenues from UP and BNSF accounted for approximately 27% and 12% of leasing &
services revenues. No other customers accounted for more than 10% of total,
manufacturing or leasing & services revenues.
COMPETITION
Greenbrier is affected by a variety of competitors in each of its principal
business activities. There are currently seven major railcar manufacturers
competing in North America. Two of these producers build railcars principally
for their own fleets and five producers - Trinity Industries, Inc., Thrall Car
Manufacturing Co., Johnstown America Corp., National Steel Car, Ltd. and the
Company - compete principally in the general railcar market. Some of these
producers have substantially greater resources than the Company. Greenbrier
competes on the basis of type of product, reputation for quality, price,
reliability of delivery and customer service and support. Competition in Europe,
with 20 to 30 railcar producers, is more fragmented than in North America.
In railcar leasing, principal competitors in North America include Bombardier
Rail Capital, The CIT Group, First Union Rail, GATX Corporation and General
Electric Railcar Services. Greenbrier does not currently provide significant
leasing services in Europe.
PATENTS AND TRADEMARKS
Greenbrier pursues a proactive program for protection of intellectual
property resulting from its research and development efforts. Greenbrier has
obtained patent and trademark protection for significant intellectual property
as it relates to its manufacturing business. The Company holds several United
States and foreign patents of varying duration and has several patent
applications pending.
ENVIRONMENTAL MATTERS
The Company is subject to national, state, provincial and local environmental
laws and regulations concerning, among other matters, air emissions, wastewater
discharge, solid and hazardous waste disposal and employee health and safety.
Greenbrier maintains an active program of environmental compliance and believes
that its current operations are in material compliance with all applicable
national, state, provincial and local environmental laws and regulations. Prior
to acquiring manufacturing facilities, the Company conducts investigations to
evaluate the environmental condition of subject properties and negotiates
contractual terms for allocation of environmental exposure arising from prior
uses. Upon commencing operations at acquired facilities, the Company endeavors
to implement environmental practices, which are at least as stringent as those
mandated by applicable laws and regulations.
Environmental studies have been conducted of owned and leased properties,
which 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 is considering possible
classification of portions of the river bed, including the portion fronting the
facility, as a federal "superfund" site due to sediment contamination. 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 side-launch ways on the
river, and classification as a superfund site could result in some limitations
on future launch activity. Management believes that its operations adhere to
sound environmental practices, applicable laws and regulations.
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REGULATION
The Federal Railroad Administration (the "FRA") in the United States and
Transport Canada in Canada administer and enforce laws and regulations relating
to railroad safety. These regulations govern equipment and safety appliance
standards for freight cars and other rail equipment used in interstate commerce.
The Association of American Railroads (the "AAR") also promulgates a wide
variety of rules and regulations governing the safety and design of equipment,
relationships among railroads with respect to railcars in interchange and other
matters. The AAR also certifies railcar builders and component manufacturers
that provide equipment for use on North American railroads. The effect of these
regulations is that the Company must maintain its certifications with the AAR as
a railcar builder and component manufacturer, and products sold and leased by
the Company in North America must meet AAR, Transport Canada and FRA standards.
In Europe, many countries have deregulated their railroads, and the
privatization process is underway. However, each country currently has its own
market with different certification requirements. To address cross-border
issues, the European Union has proposed international rail routes that would run
on a common standard with few customs restrictions. However, there can be no
assurance that such standards will be adopted.
EXECUTIVE OFFICERS OF THE COMPANY
The following are the executive officers of the Company.
ALAN JAMES, 70, is Chairman of the Board of Directors of Greenbrier, a position
he has held since 1994. Mr. James was President of Greenbrier, or its
predecessor company, from 1974 to 1994.
WILLIAM A. FURMAN, 56, is President, Chief Executive Officer and a director of
Greenbrier, positions he has held since 1994. Mr. Furman is also Managing
Director of TrentonWorks Limited and Chairman of the Board of Directors of
WagonySwidnica, S.A. Mr. Furman was Chief Executive Officer of Gunderson from
1989 to 2000 and was Vice President of Greenbrier, or its predecessor company,
from 1974 to 1994. Mr. Furman serves as a director of Schnitzer Steel
Industries, Inc., a steel recycling and manufacturing company.
ROBIN D. BISSON, 46, has been Senior Vice President Marketing and Sales since
1996 and President of Greenbrier Railcar, Inc., a subsidiary that engages in
railcar leasing, since 1991. Mr. Bisson was Vice President of Greenbrier
Railcar, Inc. from 1987 to 1991 and has been Vice President of Greenbrier
Leasing Corporation, a subsidiary that engages in railcar leasing, since 1987.
LARRY G. BRADY, 61, is Senior Vice President and Chief Financial Officer of the
Company. Prior to becoming Senior Vice President in 1998, he was Vice President
and Chief Financial Officer since 1994. Mr. Brady has been Senior Vice President
of Greenbrier Leasing Corporation since he joined the Company in 1991. From 1974
to 1990, he was a partner with Touche Ross & Co. (which subsequently became
Deloitte & Touche LLP).
A. DANIEL O'NEAL, JR., 64, has been a director of Gunderson, Inc. since 1985 and
serves as a director of the Company. From 1973 until 1980, Mr. O'Neal served as
a commissioner of the Interstate Commerce Commission, and from 1977 until 1980
served as its Chairman. He is currently Chairman of Powertech Toolworks, Inc., a
computer services company. Mr. O'Neal has been Chairman of Washington State's
Freight Mobility Board since being appointed by the Governor in 1998.
MARK J. RITTENBAUM, 43, is Vice President and Treasurer of the Company, a
position he has held since 1994. Mr. Rittenbaum is also Vice President of
Greenbrier Leasing Corporation and Greenbrier Railcar, Inc., positions he has
held since 1993 and 1994.
TIMOTHY A. STUCKEY, 50, has been President of Gunderson Rail Services since May
1999 and President of Autostack Corporation since 1992, prior to which he served
as Executive Vice President of Autostack since 1990, and Assistant Vice
President of Greenbrier Leasing Corporation since 1987.
NORRISS M. WEBB, 60, is Executive Vice President and General Counsel of the
Company, a position he has held since 1994. He is also Vice President, Secretary
and a director of Gunderson, Inc. Mr. Webb was Vice President of the Company
from 1981 to 1994.
L. CLARK WOOD, 58, has been President of Manufacturing Operations since April
1998, Chief Executive Officer and a director of Gunderson, Inc. since 2000 and
Chief Executive Officer of TrentonWorks Limited since June 1995. Mr. Wood was
President of Gunderson from 1990 to 1999 and was Vice President and Director of
Railcar Sales at Trinity Industries, Inc., a railroad freight car manufacturer,
from 1985 to 1990.
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Executive officers are elected by the Board of Directors. There are no family
relationships among any of the executive officers of the Company. Mr. James,
Chairman of the Board of Directors, and Mr. Furman have entered into a
Stockholders' Agreement pursuant to which they have agreed, among other things,
to vote as directors to elect Mr. Furman as President and Chief Executive
Officer of the Company, Mr. James as Chairman, and certain persons as executive
officers and each to vote for the other and for the remaining existing directors
in electing directors of the Company.
EMPLOYEES
As of August 31, 2000, Greenbrier had 3,835 full-time employees, consisting of
3,712 employees engaged in railcar and marine manufacturing, and railcar
services, and 123 employees engaged in leasing & services activities. A total of
823 employees at the manufacturing facility in Trenton, Nova Scotia, Canada are
covered by collective bargaining agreements, which are currently under
negotiations. In addition, 359 employees at the manufacturing facility in
Swidnica, Poland are also covered by collective bargaining agreements that can
be terminated by either party with three months notice. A stock incentive plan
and a stock purchase plan are available for all North American employees. A
discretionary bonus program is maintained for salaried and most hourly employees
not covered by collective bargaining agreements. Greenbrier believes that its
relations with its employees are generally good.
ITEM 2. PROPERTIES
The Company operates at the following facilities in North America and Europe
as of August 31, 2000:
<TABLE>
<CAPTION>
------------------------------- ----------------------------------- ------------------------- ----------------------------
DESCRIPTION SIZE LOCATION STATUS
------------------------------- ----------------------------------- ------------------------- ----------------------------
<S> <C> <C> <C>
Railcar and marine 75 acres including 774,000 sq. Portland, Oregon Owned
manufacturing facility ft. of manufacturing space and a
750-foot side-launch ways for
launching ocean-going vessels
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar manufacturing and 100 acres with 800,000 sq. ft. of Trenton, Nova Scotia Owned
forge facility manufacturing space as well as a
forge shop
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar manufacturing facility 88 acres with 676,000 sq. ft. of Swidnica, Poland Owned
manufacturing space
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar manufacturing and 461,991 sq. ft. of manufacturing Sahagun, Mexico Leased through 2003(1)
wheel reconditioning shop space, which includes a 152,245
sq. ft. wheel reconditioning shop
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar repair facility 70 acres Cleburne, Texas Leased through 2002 with
an option to purchase
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar repair facility 40 acres Finley, Washington Leased through 2015 with
an option to purchase
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar repair facility 18 acres Atchison, Kansas Owned
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar repair facility 5.4 acres Springfield, Oregon Leased through 2004
------------------------------- ----------------------------------- ------------------------- ----------------------------
Wheel reconditioning shop 4.6 acres Tacoma, Washington Leased through 2003 with
extensions through 2071
------------------------------- ----------------------------------- ------------------------- ----------------------------
Wheel reconditioning shop 20,000 sq. ft. Pine Bluff, Arkansas Month-to-month
------------------------------- ----------------------------------- ------------------------- ----------------------------
Railcar repair facility 145,800 sq. ft. Golden, Colorado Leased through 2006
------------------------------- ----------------------------------- ------------------------- ----------------------------
Executive offices, railcar 37,000 sq. ft. Lake Oswego, Oregon Leased through 2009
marketing and leasing
activities
------------------------------- ----------------------------------- ------------------------- ----------------------------
</TABLE>
(1) The property in Sahagun, Mexico, is leased from Bombardier Transportation,
Greenbrier's joint venture partner.
Marketing, administrative offices and other facilities are also leased in
various locations throughout North America and Europe. Greenbrier believes that
its facilities are in good condition and that the facilities, together with
anticipated capital improvements and additions, are adequate to meet its
operating needs for the foreseeable future. The need for expansion and upgrading
of the railcar manufacturing and refurbishment facilities is continually
evaluated in order to take advantage of increased market opportunities for new
railcar designs and repair and refurbishment services.
8
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
From time to time, Greenbrier is involved as a defendant in litigation in the
ordinary course of business, the outcome of which cannot be predicted with
certainty. In addition, litigation has been initiated by former shareholders of
Interamerican Logistics, Inc. ("Interamerican"), which was acquired in the fall
of 1996. The plaintiffs allege that Greenbrier violated the agreements pursuant
to which it acquired ownership of Interamerican and seek damages aggregating
$4.5 million Canadian. Management believes the claim is without merit and
intends to vigorously defend its position. Accordingly, 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
9
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Reference is made to the information set forth in the section entitled
"Common Stock" on page 44 of the 2000 Annual Report to Stockholders, which
section is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the information set forth in the section entitled
"Selected Financial Information" on page 22 of the Company's 2000 Annual Report
to Stockholders, which section is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information set forth in the section entitled
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 23 to 27 of the 2000 Annual Report to Stockholders, which
section is incorporated herein by reference.
ITEM 7a. 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.
At the August 31, 2000 exchange rates, forward exchange contracts for the
purchase of Canadian dollars aggregated $47.8 million, contracts for the
purchase of Polish zloties aggregated $15.8 million and contracts for the
purchase of United States dollars aggregated $2.0 million. These contracts
mature at various dates through June 2001. At August 31, 2000, gains and losses
of approximately $0.8 million and $0.4 million on such contracts have been
deferred and will be recognized in earnings concurrent with the hedged
transaction.
Interest rate swap agreements are utilized to reduce the impact of changes in
interest rates on certain debt. The net cash amounts paid or received on the
agreements are accrued and recognized as an adjustment to interest expense.
Interest rate swap agreements are utilized to reduce the impact of changes in
interest rates on certain debt. At August 31, 2000, such agreements had a
notional amount of $30.0 million and mature between July 2008 and March 2011.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and report of independent
auditors set forth in the 2000 Annual Report to Stockholders are incorporated
herein by reference: Consolidated Balance Sheets as of August 31, 2000 and 1999,
and the Consolidated Statements of Operations, Consolidated Statements of
Stockholders' Equity and Comprehensive Income and Consolidated Statements of
Cash Flows for each of the years ended August 31, 2000, 1999 and 1998, on pages
29 to 32 the Notes to Consolidated Financial Statements on pages 33 to 41, the
report of independent auditors thereon on page 28 and the section entitled
Quarterly Results of Operations on page 42.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
10
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
There is hereby incorporated by reference the information under the captions
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's definitive Proxy Statement to be filed pursuant to
Regulation 14A, which Proxy Statement is anticipated to be filed with the
Securities and Exchange Commission within 120 days after the end of Registrant's
year ended August 31, 2000, and the information under the caption "Executive
Officers of the Company" in Part I, Item 1, "Business," of this Annual Report on
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information under the caption
"Executive Compensation" in Registrant's definitive Proxy Statement to be filed
pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed
with the Securities and Exchange Commission within 120 days after the end of
Registrant's year ended August 31, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information under the captions
"Voting" and "Stockholdings of Certain Beneficial Owners and Management" in
Registrant's definitive Proxy Statement to be filed pursuant to Regulation 14A,
which Proxy Statement is anticipated to be filed with the Securities and
Exchange Commission within 120 days after the end of Registrant's year ended
August 31, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information under the caption
"Certain Relationships and Related Party Transactions" in Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy
Statement is anticipated to be filed with the Securities and Exchange Commission
within 120 days after the end of Registrant's year ended August 31, 2000.
11
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The Consolidated Financial Statements, together with the report thereon of
Deloitte & Touche LLP, dated October 24, 2000, appearing on pages 28 to 41 of
the 2000 Annual Report to Stockholders are incorporated by reference into this
Annual Report on Form 10-K. With the exception of the aforementioned information
and that which is specifically incorporated in Parts I and II, the 2000 Annual
Report to Stockholders is not to be deemed filed as part of this Annual Report
on Form 10-K.
<TABLE>
<CAPTION>
Annual Report
Page No.
-----------
<S> <C>
(a) (1) Financial Statements of the Company - Index 21
Independent Auditors' Report 28
Consolidated Balance Sheets as of August 31, 2000 and 1999 29
Consolidated Statements of Operations for each of the years ended
August 31, 2000, 1999 and 1998 30
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for each of the years ended August 31, 2000, 1999 and 1998 31
Consolidated Statements of Cash Flows for each of the years ended
August 31, 2000, 1999 and 1998 32
Notes to Consolidated Financial Statements 33-41
<CAPTION>
This Filing
Page No.
-----------
<S> <C>
(2) The following financial statement schedule should be read in
conjunction with the Consolidated Financial Statements in the 2000
Annual Report to Stockholders. All other schedules have been omitted
because they are inapplicable, not required or because the information
is given in the Consolidated Financial Statements or related Notes to
Consolidated Financial Statements.
Independent Auditors' Report 15
Schedule I - Condensed Financial Information of Registrant 16-17
</TABLE>
(3) List of Exhibits
3.1. Registrant's Restated Certificate of Incorporation is
incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 33-78852, dated July
11, 1994.
3.2. Registrant's Amended and Restated By-laws, as amended on
November 9, 1994 is incorporated herein by reference to
Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the
year ended August 31, 1994.
9.1. Form of Stockholders' Agreement dated July 1, 1994, between
Alan James and William A. Furman is incorporated herein by
reference to Exhibit 9.1 to Registrant's Registration
Statement No. 33-78852, dated July 11, 1994.
9.2. Amendment No. 1 dated as of December 23, 1994 to Stockholders'
Agreement dated July 1, 1994 between Alan James and William A.
Furman is incorporated herein by reference to Exhibit 9.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1995.
10.1.* Employment Agreement dated as of July 1, 1994, between Alan
James and Registrant is incorporated herein by reference to
Exhibit 10.2 filed with the Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1994.
12
<PAGE>
10.2.* Employment Agreement dated as of July 1, 1994, between William
A. Furman and Registrant is incorporated herein by reference
to Exhibit 10.3 filed with the Registrant's Quarterly Report
on Form 10-Q for the quarter ended May 31, 1994.
10.3.* Employment Agreement dated October 1, 1998 between Greenbrier
Leasing Corporation and A. Daniel O'Neal Jr.
10.4.* Amendment No. 1 dated August 1, 2000 to Employment Agreement
dated October 1, 1998 between Greenbrier Leasing Corporation
and A. Daniel O'Neal Jr.
10.5.* Form of Registrant's Split-Dollar Agreement is incorporated
herein by reference to Exhibit 10.32 to Registrant's Annual
Report on Form 10-K for the year ended August 31, 1995.
10.6.* Greenbrier Leasing Corporations Manager Owned Target Benefit
Plan dated as of January 1, 1996 is incorporated herein by
reference to Exhibit 10.35 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1997.
10.7.* James-Furman Supplemental 1994 Stock Option Plan is
incorporated herein by reference to Exhibit 10.23 to the
Registrant's Annual Report on Form 10-K for the year ended
August 31, 1994.
10.8. Form of Registrant's 1994 Stock Incentive Plan, dated July 1,
1994 is incorporated herein by reference to Exhibit 10.1 to
the Registrant's Registration Statement No. 33-78852, dated
July 11, 1994.
10.9. Amendment No. 1 to the 1994 Stock Incentive Plan, dated July
14, 1998, incorporated herein by reference to Exhibit 10.8 to
the Registrant's Annual Report on Form 10-K for the year ended
August 31, 1998.
10.10. Amendment No. 2 to the 1994 Stock Incentive Plan, incorporated
herein by reference to Exhibit 10.9 to the Registrant's Annual
Report on Form 10-K for the year ended August 31, 1999.
10.11. Amendment No. 3 to the 1994 Stock Incentive Plan incorporated
herein by reference to Exhibit 10.10 to the Registrant's
Annual Report on Form 10-K for the year ended August 31, 1999.
10.12. Form of Agreement concerning Indemnification and Related
Matters (Directors) between Registrant and its directors is
incorporated herein by reference to Exhibit 10.18 to
Registrant's Registration Statement No. 33-78852, dated
July 11, 1994.
10.13. Form of Option with Right of First Refusal and Agreement of
Purchase and Sale among William A. Furman, Alan James and
Registrant is incorporated herein by reference to Exhibit
10.13 to Registrant's Registration Statement No. 33-78852,
dated July 11, 1994.
10.14. Railcar Management Agreement between Greenbrier Leasing
Corporation and James-Furman & Company, dated as of December
31, 1989 is incorporated herein by reference to Exhibit 10.9
to Registrant's Registration Statement No. 33-78852, dated
July 11, 1994.
10.15. Form of Amendment No. 1 to Railcar Management Agreement
between Greenbrier Leasing Corporation and James-Furman &
Company dated as of July 1, 1994 is incorporated herein by
reference to Exhibit 10.11 to Registrant's Registration
Statement No. 33-78852, dated July 11, 1994.
10.16. Railcar Maintenance Agreement between Greenbrier Leasing
Corporation and James-Furman & Company, dated as of December
31, 1989 is incorporated herein by reference to Exhibit 10.10
to Registrant's Registration Statement No. 33-78852, dated
July 11, 1994.
13
<PAGE>
10.17. Form of Amendment No. 1 to Railcar Maintenance Agreement
between Greenbrier Leasing Corporation and James-Furman &
Company dated as of July 1, 1994 is incorporated herein by
reference to Exhibit 10.12 to Registrant's Registration
Statement No. 33-78852, dated July 11, 1994.
10.18. Lease of Land and Improvements dated as of July 23, 1992
between the Atchison, Topeka and Santa Fe Railway Company and
Gunderson Southwest, Inc. is incorporated herein by reference
to Exhibit 10.4 to Registrant's Registration Statement No.
33-78852, dated July 11, 1994.
10.19. First amendment dated September 26, 1994 to the Lease of Land
and Improvements dated as of July 23, 1992 between The
Atchison, Topeka and Santa Fe Railway Company and Gunderson
Southwest, Inc. is incorporated herein by reference to Exhibit
10.24 to Registrant's Quarterly Report on form 10-Q for the
quarter ended November 30, 1994.
10.20. Re-marketing Agreement dated as of November 19, 1987 among
Southern Pacific Transportation Company, St. Louis
Southwestern Railway Company, Greenbrier Leasing Corporation
and Greenbrier Railcar, Inc. is incorporated herein by
reference to Exhibit 10.5 to Registrant's Registration
Statement No. 33-78852, dated July 11, 1994.
10.21. Amendment to Re-marketing Agreement among Southern Pacific
Transportation Company, St. Louis Southwestern Railway
Company, Greenbrier Leasing Corporation and Greenbrier
Railcar, Inc. dated as of November 15, 1988 is incorporated
herein by reference to Exhibit 10.6 to Registrant's
Registration Statement No. 33-78852, dated July 11, 1994.
10.22. Amendment No. 2 to Re-marketing Agreement among Southern
Pacific Transportation Company, St. Louis Southwestern Railway
Company, Greenbrier Leasing Corporation and Greenbrier
Railcar, Inc. is incorporated herein by reference to Exhibit
10.7 to Registrant's Registration Statement No. 33-78852,
dated July 11, 1994.
10.23. Amendment No. 3 to Re-marketing Agreement dated November 19,
1987 among Southern Pacific Transportation Company, St. Louis
Southwestern Railway Company, Greenbrier Leasing Corporation
and Greenbrier Railcar, Inc. dated as of March 5, 1991 is
incorporated herein by reference to Exhibit 10.8 to
Registrant's Registration Statement No. 33-78852, dated
July 11, 1994.
10.24. Stock Incentive Plan - 2000, dated as of April 6, 1999 is
incorporated herein by reference to Exhibit 10.23 to
Registrant's Annual Report on form 10-K for the year ended
August 31, 1999.
13. Portions of the 2000 Annual Report to Stockholders
incorporated by reference herein.
21.1. List of the subsidiaries of the Registrant
23. Consent of Deloitte & Touche LLP, independent auditors
27. Financial Data Schedule
-----------------
* Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
None
14
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
The Greenbrier Companies, Inc.
We have audited the consolidated financial statements of The Greenbrier
Companies, Inc. and Subsidiaries as of August 31, 2000 and 1999, and for each of
the three years in the period ended August 31, 2000, and have issued our report
thereon dated October 24, 2000; such consolidated financial statements and
report are included in your 2000 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the financial
statement schedule of The Greenbrier Companies, Inc. and Subsidiaries, listed in
Item 14. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Deloitte & Touche LLP
Portland, Oregon
October 24, 2000
15
<PAGE>
SCHEDULE I
THE GREENBRIER COMPANIES, INC.
CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
(In thousands)
<TABLE>
<CAPTION>
BALANCE SHEETS
August 31,
-------------------------------
2000 1999
------------- --------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 31 $ 31
Accounts receivable 152 229
Due from affiliates 10,824 9,898
Investment in subsidiaries 185,210 162,305
Deferred income taxes - 650
Prepaid expenses and other 2,402 2,282
------------- --------------
$ 198,619 $ 175,395
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 3,512 $ 7,002
Due to affiliates 40,364 34,230
Deferred income taxes 1,128 -
Notes payable 12,000 -
Stockholders' equity 141,615 134,163
------------- --------------
$ 198,619 $ 175,395
============= ==============
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
Year ended August 31,
-------------------------------------------------
2000 1999 1998
-------------- ------------- --------------
<S> <C> <C> <C>
Interest and other income $ 1,783 $ 1,528 $ 612
Expenses
Selling and administrative 8,682 10,474 8,859
Interest 3,339 1,325 326
-------------- ------------- --------------
12,021 11,799 9,185
-------------- ------------- --------------
Loss before income tax benefit and equity
in earnings of subsidiaries (10,238) (10,271) (8,573)
Income tax benefit 4,687 4,268 3,601
-------------- ------------- --------------
Loss before equity in earnings of subsidiaries (5,551) (6,003) (4,972)
Equity in earnings of subsidiaries 19,905 25,484 25,304
-------------- ------------- --------------
Net earnings $ 14,354 $ 19,481 $ 20,332
============== ============= ==============
</TABLE>
16
<PAGE>
SCHEDULE I (CONTINUED)
THE GREENBRIER COMPANIES, INC.
CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
(IN THOUSANDS)
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Year ended August 31,
-------------------------------------------------
2000 1999 1998
-------------- ------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 14,354 $ 19,481 $ 20,332
Adjustments to reconcile net earnings to net cash (used in)
provided by operating activities:
Deferred income taxes 1,778 (2,338) 996
Equity in earnings of subsidiaries (19,905) (25,484) (25,304)
Other (1,524) 1,037 685
Decrease (increase) in assets:
Accounts and notes receivable 77 2,394 (2,575)
Due from affiliates (926) 4,074 (2,140)
Prepaid expenses and other (120) 482 (1,182)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (3,490) 3,743 2,144
Due to affiliates 6,134 21,773 9,380
-------------- ------------- --------------
Net cash (used in) provided by operating activities (3,622) 25,162 2,336
Cash flows from investing activities:
Investment in subsidiary (3,000) (19,770) -
--------------- ---------------- --------------
Net cash used in investing activities (3,000) (19,770) -
Cash flows for financing activities:
Proceeds from borrowings 12,000 - -
Purchase of treasury stock (246) - -
Dividends (5,132) (5,559) (3,409)
Proceeds from stock options - 29 1,221
-------------- ------------- --------------
Net cash provided by (used in) financing activities 6,622 (5,530) (2,188)
Increase (decrease) in cash - (138) 148
Cash and cash equivalents:
Beginning of year 31 169 21
-------------- ------------- --------------
End of year $ 31 $ 31 $ 169
============== ============= ==============
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 2,992 $ 1,413 $ 326
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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.
Dated: November 29, 2000 By: /s/ William A. Furman
----------------------------------
William A. Furman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Date
--------- ----
/s/ Alan James November 29, 2000
-------------------------------
Alan James, Chairman of the Board
/s/ William A. Furman November 29, 2000
-------------------------------
William A. Furman, President and
Chief Executive Officer, Director
/s/ Victor G. Atiyeh November 29, 2000
-------------------------------
Victor G. Atiyeh, Director
/s/ Peter K. Nevitt November 29, 2000
-------------------------------
Peter K. Nevitt, Director
/s/ A. Daniel O'Neal November 29, 2000
-------------------------------
A. Daniel O'Neal, Director
/s/ C. Bruce Ward November 29, 2000
-------------------------------
C. Bruce Ward, Director
/s/ Benjamin R. Whiteley November 29, 2000
-------------------------------
Benjamin R. Whiteley, Director
/s/ Larry G. Brady November 29, 2000
-------------------------------
Larry G. Brady, Sr. Vice President and
Chief Financial Officer (Principal Financial
and Accounting Officer)
18
