The Greenbrier Companies, Inc. (GBX) Earnings Call Transcript & Summary

Welcome to the 2022 Annual Meeting for the Greenbrier Companies, Inc. Our host for today's call is Bill Furman, Chairman and CEO. [Operator Instructions]. I will now turn the call over to Mr. Furman. You may begin, sir.

Thank you. Good afternoon, and thanks for joining Greenbrier's 2022 Annual Meeting of Shareholders. This is Bill Furman. Before I call the meeting to order, I'd like to recognize 2 of our directors who conclude their Board service with us here today. For nearly 2 decades, Duane McDougall and Don Washburn have been instrumental to our success. During their tenure, Greenbrier has grown its scale. We've transformed from a small geographically limited new railcar builder with under $750 million of annual revenue to one of the world's largest freight railcar builders with annual revenue in the billions. Both Duane and Don helped guide Greenbrier through the Great Recession. And prior to that, with their support and guidance, we've expanded internationally. We now operate on 4 continents and hold strong market positions in Europe and Brazil, in addition to being a leading car builder -- the leading car builder in North America. Most recently, Duane and Don helped Greenbrier effectively pivot to operate safely and profitably as an essential business during the ongoing COVID-19 pandemic. Their contributions to the Board will be sorely missed. I'm grateful for their years of service to Greenbrier. And as part of our Board refreshment and continuing efforts toward diversity, I wish also to welcome our 2 newest directors, who were first elected in 2021, James Huffines, and Ambassador Tony Garza, both as is proper process or up for election to new Board terms today. Ambassador Garza brings extensive international experience, particularly in Mexico as well as rail industry and government experience to our Board and operating experience as a member of a prestigious railroad board in North America. Mr. Huffines brings us decades of experience in finance, in banking, in addition to a background of public company and government leadership and will be serving on our audit committee. I would like to recognize the members of our Board who are joining us today either remotely or in person. On the line with all of you are directors Wanda Felton, Graeme Jack, Wendy Teramoto and Kelly Williams. Here with us in the corporate headquarters today are Lead Director, Admiral Tom Fargo, Ambassador Antonio Garza, James Huffines, Duane McDougall, Dave Starling and Ambassador Charles Swindells. Again, all of those are with us here at our corporate headquarters, and our incoming CEO, President and COO, Lorie Tekorius, joins us also. Here too is Chief Financial Officer, Adrian Downes, Vice President of Corporate Finance and Treasurer, Justin Roberts; our General Counsel, Martin Baker; and our Corporate Secretary, Christian Lucky. Culminating years of talent development and succession planning activities, we previously announced that Lorie would become CEO on March 1, 2022. In March, I will become Executive Chairman until September 2022. I will then finish my Board term, which ends in January 2024. Notice was duly given and we have a quorum. So I now officially call the meeting to order. Therefore, the polls are now declared open. Some procedural items. If you have a procedural -- previously voted over the Internet, by phone or by mail, you do not need to take any action. If you have previously voted and if you 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 -- I mean you may do so like 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. Actual results may differ materially from what is projected. Many risks and uncertainties related to our business and future results are described in Greenbrier's most recently filed 10-Q and other SEC filings. We have prepared our annual year-end review video. You can view this at your convenience at the investor page on our website. Lorie, Adrian and I will now review the 3 proposals for consideration today for our shareholders. We did not receive notice in accordance with our bylaws of any additional proposals or matters to be brought before the shareholders meeting, and therefore, no other proposals or nominations may at this point, be introduced. So let's begin with the election of Directors. The first item on the agenda is the election of 3 directors to serve as Class I directors for a 3-year term. The Board has recommended the following slate of nominees: Admiral Thomas B. Fargo, Ambassador Antonio O. Garza; and James Huffines. As part of our dedication to Board refreshment Admiral Fargo was appointed Lead Director in January 2021. Ambassador Garza and Mr. Huffines joined our Board in July 2021. I mentioned the experience and qualifications of these newest Board members earlier. Professional biographies for each of them and each of the nominees are detailed in our most recent proxy statement, which is successful at the meeting portal. Our Board recommends that shareholders vote for all of these nominees. Now I'll turn to Lorie for our second agenda item. Lorie?

Thank you, Bill. 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. Our Board recommends the vote for approval of executive compensation. The Compensation Committee and the Board value the views of Greenbrier's shareholders, and we're committed to excellence in the design and effectiveness of our executive compensation program. This program is designed to drive performance and increase shareholder value. It aligns the interest of key executives with shareholders. It also helps attract, develop and retain key executives and strengthens the link between pay and performance. Greenbrier believes that its compensation program, a significant portion of which is performance-based is strongly aligned with long-term shareholder interest. At our 2021 Annual Meeting, our 10th advisory vote on executive compensation passed by a vote of approximately 96% of votes cast. We believe these favorable results reflect our more extensive shareholder engagement efforts and the direct action taken in response to shareholder feedback. Our Compensation Committee is responsible for designing and administering the executive compensation program. And although this vote is nonbinding, the committee highly values the opinions expressed by shareholders on the proposal. The Compensation Committee will consider the outcome of this vote when making future compensation decisions. Again, our Board recommends a vote for approval of the executive compensation. Next, you're going to hear from Adrian Downes with our third and final agenda item.

Thank you, Lorie. The third item on the agenda today is to ratify the selection of KPMG as the company's independent auditors for the 2022 fiscal year. Our Board recommends that shareholders vote for ratification of KPMG. And as noted earlier, there are no other proposals for consideration. Now I'll pass it back to Bill to introduce our business overview.

Thank you, Adrian. So we are now going to use the next few minutes while we tally all the votes and process the information. These minutes will be used to provide an overview of the current business climate. As I mentioned earlier, matters discussed today again include forward-looking statements. Also, you are invited to look at Greenbrier's SEC filings for completely full disclosure. Throughout this discussion, we will describe factors which could cause Greenbrier's actual results to differ from any forward-looking statements. On our first slide, I'd like to summarize some of the accomplishments in 2021. During 2021's fiscal year, to mention a few, we successfully operated our core business safely and maintained profitability during the COVID pandemic, keeping our factories running, liquidating our backlog and operating in accordance with being a strategic industry. Secondly, we announced Lorie Tekorius as an incoming -- our incoming CEO, and we set a transition deadline and robust development plan for other senior executive positions to ensure the quality of management over time. Thirdly, we formed GBX Leasing, a joint venture as another tool in our integrated business model. This unit achieved strong momentum in 2021. In less than a year, we've built a balanced portfolio of about $400 million with tax advantaged and steady cash flows. Greenbrier also continued to pay an annual dividend of $1.08 per annum per share and, I think, 31 consecutive quarters of paying dividend. Additionally, we refinanced $1.5 billion of our debt and greatly extended our maturity profiles in keeping with the times. We focused on liquidity throughout the year to prepare for the upturn. We expanded our diversity, equity and inclusion, DEI commitment, to deepen our core value of respect for people. Now Lorie Tekorius, President and COO, will spend -- and incoming CEO, will spend a few minutes discussing Greenbrier's core values. Lorie?

Thank you, Bill. At Greenbrier, we have several core values that align nicely with ESG initiatives. First off is safety. Safety is our top priority. Protecting our people is our highest objective and our commitment here is shown by the record low incident rate of 1.27 in our fiscal 2021 that ended in August. From an environmental perspective, freight rail is one of the most sustainable forms of transport in the world. According to the American Association of Railroads, rail is 3 to 4x more fuel efficient than trucking and will be one of the tools used to address climate change. Third, community responsibility is important to all of us at Greenbrier. I'm proud of the charitable giving and volunteer support Greenbrier provides to all of our communities around the world. We believe business has a responsibility to serve society, which extends beyond our bottom line, and we take that responsibility seriously. And lastly, on governance and ethics. This is where our core value of respect for people really shines through. We believe that our employees, customers and suppliers are central to our past, present and future and we remain committed to workforce diversity at all levels of the company. And this is demonstrated by the diversity of our Board, our charitable giving program, which now take diversity, equity and inclusion into account for all giving and our ideal initiatives, which lay out our vision for strategy for workforce inclusivity and diversity. Now turning specifically to environmental, social and governance, or ESG, our third annual report was published in November 2021 and is available on our website. As part of our long-term strategy, it was prepared in accordance with the SASB framework. And in our report, we focus on the 5 areas, which are highlighted on the slide. I'd like to also ask you to look towards our recent press release where we put out a collaborative press release with U.S. Steel and Norfolk Southern regarding a sustainable high-strength steel gondola that we've designed together, the lighter car that should extend the life of this equipment. And now I'll turn it over to Adrian Downes, our CFO.

Thank you, Lorie. Today, Greenbrier reported fiscal Q1 results, which included revenue of $550 million, net earnings of $0.32 per share, deliveries of 4,100 units, including 700 syndicated units. Greenbrier secured global orders of 6,300 units valued at $685 million in the first quarter. We have a robust backlog of 28,000 units valued at $3 billion, spending a variety of railcar types and reaching more geographical markets. Orders and backlog to build operating momentum into increasingly positive markets. A strong backlog produces multiyear earnings and cash flow visibility. This represents a base-loaded business for our manufacturing facilities and allows Greenbrier to drive efficiency improvements as production rates stabilize. Greenbrier's strong engineering, commercial and manufacturing capabilities position us as leaders in the geographies in which we compete, and the growth in Greenbrier's backlog underlines an accelerating market demand environment and support for a period of stronger demand. And now I will hand it back to Bill.

Thank you, Adrian. Looking ahead, in the near term, our focus remains unchanged. We will build railcars and marine barges as well, ensuring our employees are safe. We will create stable cash flows from utilization and scale. We continue to see strong momentum, particularly in the second half of our fiscal year. Longer term, we will continue to concentrate on creating shareholder value by mitigating the effects of the new railcar cycle, growing our services business such as leasing, driving stability over time through a range of macroeconomic conditions. Above all else, we will continue to value the interest of our stakeholders, all stakeholders while enhancing total shareholder returns and cash flow. I want to emphasize that Greenbrier is listening. We are listening to our stakeholders, our customers, our employees and our shareholders. We've done a very good job this year of reaching out to our major investors, talking to them about what they're interested in seeing, listening and adapting our plans to reflect this valuable invite. So I want to thank you in closing this business presentation for being with us today and listening to this business overview. Turning back now to the business of the meeting. We have shown -- we have given you an opportunity to see the brief video and talked about the business. We are now going to look at the full closing and preliminary reports. I understand that all votes have been counted, the ones we have received. And Justin, can you please present the preliminary report?

Certainly, Bill. All of the director nominees have been elected, the advisory vote on say-on-pay or executive compensation has been approved, and ratification of KPMG as the company's independent auditors has been approved also. We will file an 8-K to report confirmed voting results. And I'll turn the meeting back to you, Bill.

Thank you. So now we'd like to open it up to discuss questions we received from the web portal and also any questions that come up. And I'm going to ask Justin Roberts to help introduce these questions, Justin.

Thank you, Bill. Over the last 21 days, we have provided shareholders an opportunity to ask questions online for consideration at this meeting. No questions have been submitted. That will conclude our Q&A session.

All right. Well, we appreciate you being with us today. If you have questions later on, feel free to visit our investor website, contact us. We appreciate your interest in our company, and thank you very much.

Thank you very much, everyone. Have a great afternoon.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.