The Greenbrier Companies, Inc. (GBX)
NYSE: GBX · Real-Time Price · USD
49.29
-0.33 (-0.67%)
Apr 24, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2024

Jan 5, 2024

Operator

Welcome to the 2024 Annual Meeting for The Greenbrier Companies Inc. Our host for today's call is Admiral Tom Fargo. At this time, all participants will be in listen-only mode. I will now turn the call over to Tom Fargo. You may begin.

Tom Fargo
Board Chair, The Greenbrier Companies

Thank you, Andrea. Good afternoon. I'm Tom Fargo, your Board Chair. Thank you for joining Greenbrier's 2024 Annual Meeting of Shareholders, and I'm pleased to welcome you all here today. Over the last 21 days, we've provided shareholders an opportunity to ask questions online for consideration at this meeting. Now, that time is now ending, and we ask that you complete these submissions now. There is a text box in the meeting portal through which you may submit your questions. Please see the Shareholder Meeting Rules document on the screen to learn more about the questions that will be answered at this meeting. When I call the meeting to order, the opportunity to submit questions that we can answer today will conclude. But we're always happy to receive questions at the investor.relations@gbrx.com.

Please post your questions now, through the meeting portal or email them to us later. As we begin, we are joined by a representative from KPMG, our independent auditors. The representative is available to answer any properly submitted questions related to its independent audit of Greenbrier's financial statements. We will start today's meeting by discussing the matters described in our proxy statement. We'll provide an overview of current business conditions and address questions properly submitted before the meeting today. You'll have the opportunity to vote your shares if you have not already, and at the bottom right-hand side of your screen are relevant materials for today's meeting. I'd like to recognize the Greenbrier management participants with us today. Lorie Tekorius, our CEO and President, is in the room.

Also joining us are Adrian Downes, the Chief Financial Officer, and Justin Roberts, Vice President of Corporate Finance and Treasurer. Christian Lucky, Greenbrier's Corporate Secretary and Chief Legal and Compliance Officer, is here as the Inspector of Elections. Before I call the meeting to order, I want to take a moment to recognize two retiring board members, Bill Furman and Butch Swindells. Bill, as you know, co-founded the Greenbrier Companies in 1981. In his 40 years as CEO, Bill guided Greenbrier to an IPO in 1994, and from revenue of $321 million that year to approximately $3 billion today during his last year as CEO. Bill's innovation and relentless focus and dedication to safety, quality, and respect for people remains in the fabric of Greenbrier's culture and its operations.

During his tenure, Bill expanded Greenbrier from a transportation leasing and services provider to add new railcar manufacturing, which became the company's largest business segment. He also drove Greenbrier's global railcar manufacturing expansion, resulting in leading market positions in North America, Europe, and South America. His contributions as founder, CEO, and board member will be long remembered, both at Greenbrier and throughout the freight transportation industry. An industry he redefined and where he is highly regarded for his leadership. We thank Bill for his outstanding service and dedication to this organization. Butch, Ambassador Butch Swindells, joined Greenbrier's Board of Directors in 2005. During his tenure, Greenbrier transformed from a small, new railcar builder with less than $1 billion of annual revenues to one of the largest global freight railcar builders with multi-billions of dollars in annual revenues.

In partnership with the board, Butch helped steadily grow the company through the ups and downs of several railcar market cycles, and along with his business acumen, Butch's experience as the Ambassador of the United States to New Zealand and Samoa from 2001 to 2005 provided Greenbrier with an important perspective on government and public policy. It was during his time as ambassador that I first got to know Butch and appreciate his zeal for service. Throughout the years, Butch has been a trusted advisor on key legislative and regulatory matters facing Greenbrier and a great contribution to this company and to this board. Thank you, Bill, and thank you, Butch, for your service to Greenbrier and the board. I'll now officially call the meeting to order. Christian, will you please review voting formalities?

Christian Lucky
Senior VP, Chief Legal and Compliance Officer and Corporate Secretary, The Greenbrier Companies

Thank you, Admiral Fargo. Notice was sent to shareholders on November 13, 2023. We have a quorum present in person or by proxy. This meeting is duly constituted, and we may proceed with business. Back to you.

Tom Fargo
Board Chair, The Greenbrier Companies

Thanks, Christian. The polls are open. If you have previously voted over the Internet, by phone, or by mail, you do not need to take any action. If you have previously voted and wish to change your vote, please do so before the polls close. Once the polls close, we will announce the preliminary results. If you wish to vote during the meeting, you may also do so by clicking on the Vote Here button on the meeting portal screen. Portions of this meeting may contain forward-looking statements about Greenbrier's business opportunities and anticipated results. Please keep in mind that forward-looking statements are subject to many risks and uncertainties. Actual results may differ materially from what is projected. Many of these risks and uncertainties are described in Greenbrier's most recently filed 10-K and other SEC filings.

We have prepared our annual year-end review video, and you can view this at your convenience at the investor page on our website. I will now review the five proposals for consideration today. We did not receive notice in accordance with our bylaws of any additional matters, therefore, no other proposals or nominations may be introduced. The first item on the agenda is the election of three directors to serve as Class III directors for a three-year term. The board has recommended the following slate of nominees for a three-year term: Patrick J. Ottensmeyer, Lorie Tekorius, and Kelly M. Williams. The experience and qualifications of each of these nominees are described in our most recent proxy statement, which is accessible at the meeting portal. Our board recommends that shareholders vote for all of these nominees.

The second item on today's agenda is to approve, by advisory vote, the compensation of our named executive officers as disclosed in the proxy. Pay that reflects performance and aligns with the interests of shareholders is central to our compensation program design and our decisions. Our executive compensation program is designed to attract, motivate, and retain key executives who drive our business and financial performance by linking a significant amount of compensation to the achievement of pre-established financial metrics and business goals that align directly with our overall strategy. We actively engage with our shareholders and look for feedback in a range of areas, including our compensation, policies, and practices. Although this vote is non-binding, our board and Compensation Committee take this vote very seriously. We value investor perspectives regarding our executive compensation, philosophy, policies, and practices.

The Compensation Committee considers this feedback when determining executive compensation for the remainder of the current fiscal year and beyond. Once again, our board recommends a vote for approval of executive compensation. The third proposal is a non-binding shareholder advisory vote on the frequency of holding a shareholder advisory vote on executive compensation. Shareholders may vote to hold the advisory vote on executive compensation annually, once every two years, or once every three years. The board believes that an annual advisory vote on executive compensation allows shareholders to provide timely, direct input on the company's executive compensation, philosophy, policies, and practice. As such, our board recommends one year as the frequency of holding a shareholder advisory vote.

The fourth proposal is to approve an amendment and restatement of the 2014 Employee Stock Purchase Plan or ESPP, and extend the ESPP expiration date to February 28th, 2029. In addition to its restatement, the proposal also includes ESPP clarifications and updates related to foreign participants, company trading restrictions, and plan administration. The ESPP provides a convenient way for employees to purchase shares of the company's common stock through payroll deductions. The company finds this to be a desirable offering for employees to participate as shareholders in the rewards of growth and the success of Greenbrier. Our board recommends that shareholders vote for approval of an amendment and restatement of our 2014 Employee Stock Purchase Plan as amended.

The fifth and final item on the agenda is to ratify the selection of KPMG as the company's independent auditors for fiscal year 2024. Our board recommends that shareholders vote to ratify KPMG. As noted earlier, there are no other proposals for consideration, and now I will pass it to Lorie to introduce our business. Lorie?

Lorie Tekorius
CEO and President, The Greenbrier Companies

Thank you, Admiral Fargo, and good afternoon, everyone. This is Lorie Tekorius, CEO and President. Adrian and I will use the next few minutes to provide an overview of the current business climate. As we mentioned earlier, matters discussed today include forward-looking statements. You're invited to review our SEC filings for our full disclosure. Throughout this discussion, we'll describe certain factors which could cause Greenbrier's actual results to differ from any forward-looking statements. So turning to our 2023 accomplishments and developments. Fiscal 2023 was a year of strong performance in the midst of significant transformation. We navigated the volatility of the post-pandemic world and achieved record annual revenues of $3.9 billion and record deliveries of 29,000 units.

During the year, we laid out our multi-year Better Together strategy at our very first Investor Day, which focused on three basic tenets: manufacturing excellence, optimizing our industrial footprint for efficiency and margin enhancement, as well as growing our recurring revenue to increase tax-efficient cash flows and reduce the impact of manufacturing cyclicality. Other notable achievements included acquiring the minority interest in GBX Leasing, so we wholly own our leasing fleet, and we launched our European leasing and syndication business. And then finally, as part of our commitment to returning capital to shareholders, we increased our quarterly dividend by 11% to $0.30 per share and repurchased 1.9 million shares for approximately $57 million under our share repurchase program. Greenbrier's fifth annual ESG report was published in November 2023 and is available on our website. Sustainability is central to Greenbrier.

Our core product offerings are not only among the most fuel-efficient modes of transport globally, but freight rail cars are designed for a life of up to 50 years, distributing energy use and construction of our products over the course of several decades. This results in an overall low emissions profile for our products. We will continue to balance our environmental focus areas and goals with our overall corporate strategy, and I look forward to continued progress on this journey. Now, Adrian Downes, Senior Vice President and Chief Financial Officer, will discuss results for our first fiscal quarter.

Adrian Downes
Senior VP and CFO, The Greenbrier Companies

Thanks, Lorie. Today, Greenbrier reported strong fiscal Q1 results, including revenue of $809 million. Aggregate gross margin increased by 250 basis points to 15%. Adjusted EBITDA for the quarter was $93 million, or 11.5% of revenue. Adjusted net earnings of $31 million, or $0.96 for diluted share. Our lease fleet utilization was 98% on a fleet of 14,100 units. Additional highlights include deliveries of 5,700 units, including 1,300 syndicated units. Greenbrier secured global orders of 5,100 units, valued at nearly $710 million in the first quarter. These orders were broad-based and diverse across most railcar types. We ended the quarter with a new railcar backlog of 29,700 units, valued at $3.8 billion.

Greenbrier's strong, diverse backlog provides excellent near-term revenue visibility for fiscal 2024 and into 2025 and supports earnings stability and cash flow generation. Our leasing business plays a pivotal role for our backlog as it provides access to different customers and railcar types. Additional information for the quarter can be found in the press release issued this morning, the archive of the earnings call, and in our SEC filings. Now I'll turn it back over to Lorie to conclude the business presentation.

Lorie Tekorius
CEO and President, The Greenbrier Companies

Thank you, Adrian. As we look to end this presentation, I'll reiterate our main focus areas, including the long-term targets presented in April at our Investor Day. We will continue to focus on manufacturing excellence, growing our stream of recurring revenue to increase tax-efficient cash flows, and to continue to be good stewards of capital. The long-term financial targets we committed to are, number one, to more than double our high margin recurring revenue over the next five years through investing in our lease fleet. We're making progress on this front as our recurring revenue has been steadily growing, and I want to emphasize that we're only going to invest in assets that meet our return criteria and will not pursue this goal to the detriment of the long-term health of Greenbrier.

The second target was to achieve aggregate gross margin in the mid-teens by fiscal 2026, and though I am very pleased to report that we produced aggregate gross margins of 15% first fiscal quarter of this year, it is too early to declare victory. We expect this will be nonlinear and will consider this target to have been achieved with consistent performance over many quarters. Finally, we announced an ROIC target range of 10%-14% by 2026. Achieving a meaningful return on our invested capital will create value for Greenbrier shareholders. Now I'll turn it back to Admiral Fargo.

Tom Fargo
Board Chair, The Greenbrier Companies

Thanks, Lorie. Now that all proposals have been presented, and everyone has had the opportunity to vote, I declare the polls for the 2024 Greenbrier Annual Shareholder Meeting closed. I understand that the votes have been counted. Christian, can you please present the preliminary report of the Inspector of Elections?

Christian Lucky
Senior VP, Chief Legal and Compliance Officer and Corporate Secretary, The Greenbrier Companies

Certainly. Each of the director nominees has been elected by more than 98% of all votes cast. The compensation of the company's named executive officers has been approved by approximately 98% of all votes cast. The frequency of executive compensation voting has been approved by 91% of all votes cast. The amended and restated 2014 employee stock purchase plan has been approved by 99% of all votes cast, and ratification of KPMG as the company's independent auditors has been approved by 99% of all votes cast. We will file an 8-K to report confirmed voting results. Back to you, Admiral Fargo.

Tom Fargo
Board Chair, The Greenbrier Companies

Thanks, Christian. Now I'll introduce Justin Roberts, our Vice President of Corporate Finance and our Treasurer, to share any questions we've received from the web portal. Justin?

Justin Roberts
Vice President, Corporate Finance and Treasurer, The Greenbrier Companies

Thank you. We did not receive any questions at all in the web portal, either prior to the meeting or in the meeting now. So I'll turn it back to you, Admiral Fargo.

Tom Fargo
Board Chair, The Greenbrier Companies

Thanks. We did not receive any additional questions in the web portal, so that will conclude our Q&A session. I'd like to take this opportunity, and since there are no other matters to properly come before the meeting, I'll take the opportunity to adjourn the meeting. Thanks for joining us today. We appreciate your continued support.

Lorie Tekorius
CEO and President, The Greenbrier Companies

Thank you, everyone.

Powered by