SEC Comment Letter 0000000000-24-000773 to GREENBRIER COMPANIES INC (GBX) (CIK 0000923120) (GBX)
GREENBRIER COMPANIES INC (GBX) (CIK 0000923120)
Date: Jan. 22, 2024 · CIK: 0000923120 · Accession: 0000000000-24-000773
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File numbers found in text: 001-13146
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United States securities and exchange commission logo
January 22, 2024
Adrian J. Downes
Chief Financial Officer
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
Re:The Greenbrier Companies, Inc.
Form 10-K for the Year Ended August 31, 2023
Form 8-K furnished October 25, 2023
File No. 001-13146
Dear Adrian J. Downes:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended August 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Maintenance Services Segment, page 37
1.We note your disclosure that Maintenance Services revenue increased $58.7 million or
16.9% for the year ended August 31, 2023 compared to the prior year. You disclose that
"the increase was primarily attributed to improved pricing and higher volumes. This was
partially offset by lower scrap metal pricing in the current year." When more than one
factor is responsible for the change in an income statement line item, please revise future
filings to quantify each of the contributing factors, including any offsetting amounts.
Please ensure this change is made throughout your MD&A discussion.
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Investment in Unconsolidated Affiliates, page 55
FirstName LastNameAdrian J. Downes
Comapany NameThe Greenbrier Companies, Inc.
January 22, 2024 Page 2
FirstName LastName
Adrian J. Downes
The Greenbrier Companies, Inc.
January 22, 2024
Page 2
2.We note that investments in unconsolidated affiliates include your 60% interest in
Greenbrier-Maxion. Please explain to us, and revise future filings to disclose, why you do
not consolidate this investment. As part of your response, please include consideration of
your 29.5% interest in Amsted-Maxion Cruzeiro which owns 40% of Greenbrier-Maxion.
See guidance in ASC 810-10-15-10(a).
Note 19. Segment Information, page 75
3.We note from your fourth quarter 2023 earnings release and earnings call transcripts in
both fourth quarter 2023 and first quarter 2024, that you appear to have devoted a portion
of your production lines to the refurbishment of large railcars. It also appears that you do
not consistently record this refurbishment revenue as either manufacturing segment
revenue or maintenance segment revenue, but instead record the revenue based on the
primary activity of the facility. We also note that the revenue related to these
refurbishments may have higher margins than the production of new railcars. Please tell
us what consideration you gave to separately breaking out refurbishment revenue in the
notes to the financial statements under the guidance in ASC 606-10-50-5 and ASC 280-
10-50-40. Also, if material, please consider discussing the impact these refurbishments
have on the changes in revenue and/or margin between periods, as part of your MD&A
disclosure.
Form 8-K furnished October 25, 2023
Exhibit 99.1 Earnings Release, page 1
4.We note your disclosure of recurring revenue for the year ended August 31, 2023 as well
as a financial target for this amount. When disclosed in future filings, please revise to
define “recurring revenue.”
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Claire Erlanger at 202-551-3301 or Melissa Gilmore at 202-551-3777 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing