Skip to main content

FreightCar America, Inc. Reports Fourth Quarter and Full Year 2024 Results

Reports full year Revenue up 56% with Gross Profit up 60%

Generates full year Operating Cash Flow of $45 million and Adj. Free Cash Flow of $22 million

Projecting sequential growth across Deliveries, Revenue and Adj. EBITDA for 2025

CHICAGO, March 12, 2025 (GLOBE NEWSWIRE) — FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer and supplier of railroad freight cars, railcar parts and components, today reported results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Highlights

  • Revenues of $137.7 million, compared to revenues of $126.6 million in the fourth quarter of 2023, up 8.8% on stable railcar deliveries of 1,019, compared to 1,021 in the prior period
  • Gross margin of 15.3% with gross profit of $21.0 million, compared to gross margin of 9.6% with gross profit of $12.1 million in the fourth quarter of 2023
  • Net income of $34.6 million, or $1.01 per share and Adjusted net income of $8.0 million, or $0.21 per share, driven by a $26.1 million non-cash adjustment on warrant liability
  • Adjusted EBITDA of $13.9 million, compared to Adjusted EBITDA of $6.5 million in the fourth quarter of 2023, up 113.8%
  • Ended the quarter with a backlog of 2,797 units valued at $266.5 million

Fiscal Year 2024 Highlights

  • Revenues of $559.4 million, up 56.2% year-over-year, on deliveries of 4,362 railcars, up 44.3% year-over-year
  • Gross margin of 12.0% with gross profit of $67.0 million, compared to gross margin of 11.7% with gross profit of $41.8 million in fiscal year 2023
  • Net loss of ($75.8) million, or ($3.12) per share and Adjusted net income of $24.5 million, or $0.15 per share, accounting for primarily non-cash items including a ($99.5) million non-cash adjustment warrant liability due to share price appreciation
  • Adjusted EBITDA of $43.0 million, compared to Adjusted EBITDA of $20.1 million in fiscal year 2023, up 113.9%
  • Delivered positive free cash flow and optimized balance sheet through lower cost refinancing, which is expected to result in savings of approximately $9.2 million in the first year
  • Entered tank car space with significant multi-year conversion order

“This was a year of strong operational performance as we executed our strategic initiatives to drive substantial profitable growth. We delivered $43 million in Adjusted EBITDA for the full year, representing a 114% increase versus the prior year. On the commercial front, we continued to gain market share, expanded our presence in key railcar markets, and secured a multi-year tank car retrofit program, strengthening our competitive position. Additionally, we recently lowered our cost of capital through refinancing, reinforcing our financial flexibility for the future,” commented Nick Randall, President and Chief Executive Officer of FreightCar America.

Randall continued, “As we move into 2025, we are squarely focused on solidifying our position and enhancing cash generation. With a stronger market presence, an optimized capital structure, and a relentless drive for operational excellence, we are well positioned to build on our momentum. We remain committed to delivering profitable growth and driving long-term value for our stakeholders.”

Fiscal Year 2025 Outlook

The Company issued outlook for fiscal year 2025 as follows:

 Fiscal 2025 OutlookYear-over-Year
Growth at Midpoint
Railcar Deliveries4,500 – 4,900 Railcars7.7%
Revenue$530 – $595 million0.6%
Adjusted EBITDA¹$43 – $49 million7.0%

1. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA due to the inherent difficulty in forecasting and quantifying the adjustments that are necessary to calculate such non-GAAP measure without unreasonable effort. Material changes to any one of these items could have a significant effect on future GAAP results.

Mike Riordan, Chief Financial Officer of FreightCar America, commented, “2024 was a pivotal year as we generated strong cash flow and optimized our balance sheet. This transformation has allowed us to completely reservice our debt, underscoring the power of our operational execution and disciplined financial management. We are issuing 2025 revenue guidance at $530 million to $595 million. We expect railcar deliveries to be between 4,500 and 4,900, with Adjusted EBITDA in the range of $43 million to $49 million. Looking ahead, we are well-positioned to consistently generate free cash flow, providing us with the flexibility to execute on our capital allocation priorities.”

Fourth Quarter and Full Year 2024 Conference Call & Webcast Information

The Company will host a conference call and live webcast on Thursday, March 13 at 11:00 a.m. (Eastern Time) to discuss its fourth quarter and full year 2024 financial results. FreightCar America invites shareholders and other interested parties to listen to its financial results conference call via the following live and recorded methods:

Live Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1705240&tp_key=9b9e1839ef

Recorded Webcast: A recorded webcast will be available until Thursday, March 27, 2025, on FreightCar America’s website following the conference call date at: https://investors.freightcaramerica.com/news-events/event-calendar/

Teleconference: Dial-in numbers for the live Conference Call are (877) 407-0789 or (201) 689-8562. Please call in at least 10 minutes prior to the start time of the call. An audio replay may be accessed at (844) 512-2921 or (412) 317-6671; Passcode: 13751273.

About FreightCar America

FreightCar America, headquartered in Chicago, Illinois, is a leading designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain. To learn more about FreightCar America, visit www.freightcaramerica.com.

Forward-Looking Statements

This press release contains statements relating to our expected financial performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. These risks and uncertainties relate to, among other things, the cyclical nature of our business; adverse geopolitical, economic and market conditions, including inflation; material disruption in the movement of rail traffic for deliveries; fluctuating costs of raw materials, including steel and aluminum; delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion; delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings; potential unexpected changes in laws, rules, and regulatory requirements, including tariffs and trade barriers (including recent United States tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries); and other competitive factors. The factors listed above are not exhaustive. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

This press release includes measures not derived in accordance with generally accepted accounting principles (“GAAP”), such as EBITDA, Adjusted EBITDA, Adjusted net income (loss), Adjusted EPS, Free cash flow and Adjusted free cash flow. These non-GAAP measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliations of these measures to the applicable most closely comparable GAAP measures, and reasons for the Company’s use of these measures, are presented in the attached pages.

Investor Contact:RAILIR@Riveron.com

FreightCar America, Inc.
Consolidated Balance Sheets
(In thousands, except for share data)
 
  December 31,
2024
  December 31,
2023
 
Assets   
Current assets      
Cash, cash equivalents and restricted cash equivalents $44,450  $40,560 
Accounts receivable, net of allowance for credit losses of $47 and $18 respectively  12,506   6,408 
VAT receivable  3,851   2,926 
Inventories, net  75,281   125,022 
Assets held for sale  629    
Related party asset  959   638 
Prepaid expenses and other current assets  7,355   4,867 
Total current assets  145,031   180,421 
Property, plant and equipment, net  30,107   31,258 
Railcars available for lease, net     2,842 
Right of use asset operating lease  2,423   2,826 
Right of use asset finance lease  45,081   40,277 
Other long-term assets  1,574   1,835 
Total assets $224,216  $259,459 
         
Liabilities, Mezzanine Equity and Stockholders’ Deficit      
Current liabilities      
Accounts and contractual payables $49,574  $84,417 
Related party accounts payable  2,693   2,478 
Accrued payroll and other employee costs  6,286   5,738 
Accrued warranty  2,389   1,602 
Deferred revenue  8,556   5,686 
Current portion of long-term debt  2,875   29,415 
Lease liability finance lease, current  1,256   1,378 
Other current liabilities  7,196   6,647 
Total current liabilities  80,825   137,361 
Long-term debt, net of current portion  105,540    
Warrant liability  136,319   36,801 
Accrued pension costs  1,073   1,046 
Lease liability operating lease, long-term  2,645   3,164 
Lease liability finance lease, long-term  46,678   41,273 
Other long-term liabilities  1,409   2,562 
Total liabilities  374,489   222,207 
         
Commitments and contingencies      
Mezzanine equity      
Series C Preferred stock, $0.01 par value, 85,412 shares authorized, 0 and 85,412 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively. Liquidation value $0 and $95,048 at December 31, 2024 and December 31, 2023, respectively.     83,458 
Stockholders’ deficit      
Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each designated as Series A voting and Series B non-voting, 0 shares issued and outstanding at December 31, 2024 and December 31, 2023)      
Common stock, $0.01 par value, 50,000,000 shares authorized, 18,960,608 and 17,903,437 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively  221   210 
Additional paid-in capital  69,404   94,067 
Accumulated other comprehensive income  721   2,365 
Accumulated deficit  (220,619)  (142,848)
Total stockholders’ deficit  (150,273)  (46,206)
Total liabilities, mezzanine equity and stockholders’ equity $224,216  $259,459 

FreightCar America, Inc.
Consolidated Statements of Operations
(In thousands, except for share and per share data)
 
  Three Months Ended  Year Ended 
  December 31,  December 31, 
  2024  2023  2024  2023 
    
Revenues $137,696  $126,604  $559,425  $358,093 
Cost of sales  116,683   114,506   492,383   316,330 
Gross profit  21,013   12,098   67,042   41,763 
Selling, general and administrative expenses  9,374   7,739   32,915   27,489 
Impairment on leased railcars     4,091      4,091 
Gain on sale of railcars available for lease           (622)
Loss on pension settlement           313 
Litigation settlement        (3,214)   
Operating income  11,639   268   37,341   10,492 
Interest expense  (1,035)  (2,043)  (6,850)  (15,031)
Loss on change in fair market value of Warrant Liability  26,063   (360)  (99,518)  (2,229)
Loss on extinguishment of debt           (14,880)
Other expense  467   (107)  (952)  (440)
Loss before income taxes  37,134   (2,242)  (69,979)  (22,088)
Income tax provision  2,511   614   5,838   1,501 
Net loss $34,623  $(2,856) $(75,817) $(23,589)
Net loss per common share – basic $0.86  $(0.24) $(3.12) $(1.18)
Net loss per common share – diluted $1.01  $(0.24) $(3.12) $(1.18)
Weighted average common shares outstanding – basic  31,380,084   29,546,566   30,726,916   28,366,457 
Weighted average common shares outstanding – diluted  33,016,397   29,546,566   30,726,916   28,366,457 

FreightCar America, Inc.
Consolidated Statements of Cash Flows
(In thousands)
 
  Year Ended December 31, 
  2024  2023 
Cash flows from operating activities   
Net loss $(75,817) $(23,589)
Adjustments to reconcile net loss to net cash flows provided by operating activities:      
Depreciation and amortization  5,763   4,606 
Non-cash lease expense on right-of-use assets  3,013   2,742 
Loss on change in fair market value for Warrant liability  99,518   2,229 
Impairment on leased railcars     4,091 
Loss on pension settlement     313 
Stock-based compensation recognized  3,110   1,240 
Non-cash interest expense  2,266   10,116 
Loss on extinguishment of debt     14,880 
Other non-cash items, net  (1,718)  138 
Changes in operating assets and liabilities:      
Accounts receivable  (6,098)  3,163 
VAT receivable  (784)  1,426 
Inventories  54,962   (60,912)
Accounts and contractual payables  (38,365)  39,943 
Income taxes payable, net  (359)  245 
Lease liability  (3,517)  (3,150)
Other assets and liabilities  2,959   7,288 
Net cash flows provided by operating activities  44,933   4,769 
         
Cash flows from investing activities      
Purchase of property, plant and equipment  (5,019)  (12,722)
Proceeds from sale of railcars available for lease, net of selling costs     8,356 
Net cash flows used in investing activities  (5,019)  (4,366)
         
Cash flows from financing activities      
Proceeds from issuance of preferred shares, net of issuance costs     13,254 
Redemption of preferred shares  (85,412)   
Dividends paid  (27,863)   
Proceeds from issuance of long-term debt  115,000    
Deferred financing costs  (6,149)  (353)
Borrowings on revolving line of credit  26,972   149,811 
Repayments on revolving line of credit  (56,387)  (159,348)
Employee stock settlement  (40)  (106)
Payment for stock appreciation rights exercised     (6)
Financing lease payments  (2,145)  (1,007)
Net cash flows (used in) provided by financing activities  (36,024)  2,245 
Net increase in cash and cash equivalents  3,890   2,648 
Cash, cash equivalents and restricted cash equivalents at beginning of period  40,560   37,912 
Cash, cash equivalents and restricted cash equivalents at end of period $44,450  $40,560 
         
Supplemental cash flow information      
Interest paid $4,584  $4,951 
Income taxes paid $5,901  $2,097 

Non-GAAP Financial Measures
 
FreightCar America, Inc.
Reconciliation of Income (Loss) before income taxes to EBITDA(1)and Adjusted EBITDA(2)
(In thousands)
(Unaudited)
 
  Three Months Ended
December 31,
  Year Ended
December 31,
 
  2024  2023  2024  2023 
             
Income (loss) before income taxes $37,134  $(2,242) $(69,979) $(22,088)
Depreciation & Amortization  1,511   1,416   5,763   4,606 
Interest Expense, net  1,035   2,043   6,850   15,031 
EBITDA  39,680   1,217   (57,366)  (2,451)
             
Change in Fair Value of Warrant (a)  (26,063)  360   99,518   2,229 
Impairment on leased railcars (b)     4,091      4,091 
Loss on Debt Extinguishment (c)           14,880 
Loss on Pension Settlement (d)           313 
Litigation Settlement (e)        (3,214)   
Gain on Sale of Railcars Available for Lease (f)           (622)
Stock Based Compensation  780   716   3,110   1,240 
Other, net  (467)  107   952   440 
Adjusted EBITDA $13,930  $6,491  $43,000  $20,120 
 
(1) EBITDA represents earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall performance of the company’s business. EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similar titled measures reported by other companies.
 
(2) Adjusted EBITDA represents EBITDA before the following charges:
 
(a) This adjustment removes the non-cash expense (income) associated with the change in fair market value of the Company’s warrant liability.
(b) During the fourth quarter of 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
(c) During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
(d) During the third quarter of 2023, the Company recorded a non-cash loss on pension settlement.
(e) During the second quarter of 2024, the Company recorded a litigation settlement related to a dispute with a former lessee of our railcars.
(f) During the second quarter of 2023, the Company recorded a gain on sale of railcars available for lease related to its leased railcar fleet.
 
We believe that Adjusted EBITDA is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted EBITDA in isolation or as a substitute for net income or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted EBITDA is not necessarily comparable to that of other similarly titled measures reported by other companies.

FreightCar America, Inc.
Reconciliation of Net income (loss) and Adjusted net income (loss)(1)
(Unaudited)
 
  Three Months Ended
December 31,
  Year Ended
December 31,
 
  2024  2023  2024  2023 
             
Net income (loss) $34,623  $(2,856) $(75,817) $(23,589)
             
Change in Fair Value of Warrant (a)  (26,063)  360   99,518   2,229 
Impairment on leased railcars (b)     4,091      4,091 
Loss on Debt Extinguishment (c)           14,880 
Loss on Pension Settlement (d)           313 
Litigation Settlement (e)        (3,214)   
Gain on Sale of Railcars Available for Lease (f)           (622)
Stock Based Compensation  780   716   3,110   1,240 
Other, net  (467)  107   952   440 
Total non-GAAP adjustments  (25,750)  5,274   100,366   22,571 
Income tax impact on non-GAAP adjustments (g)  (906)  (686)      
Adjusted net income (loss) $7,967  $1,732  $24,549  $(1,018)
 
(1) Adjusted net income (loss) represents net (loss) income before the following charges:
 
a) This adjustment removes the non-cash expense (income) associated with the change in fair market value of the Company’s warrant liability.
b) During the fourth quarter of 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
c) During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
d) During the third quarter of 2023, the Company recorded a non-cash loss on pension settlement.
e) During the second quarter of 2024, the Company recorded a litigation settlement related to a dispute with a former lessee of our railcars.
f) During the second quarter of 2023, the Company recorded a gain on sale of railcars available for lease related to its leased railcar fleet.
g) Income tax impact on non-GAAP adjustments represents the tax impact of the presented adjustments on the Company’s income tax provision calculation.
 
We believe that Adjusted net income (loss) is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted net income (loss) is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted net income (loss) in isolation or as a substitute for net income or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted net income (loss) is not necessarily comparable to that of other similarly titled measures reported by other companies.

FreightCar America, Inc.
Reconciliation of EPS and Adjusted EPS(1)
(Unaudited)
 
  Three Months Ended
December 31,
  Year Ended
December 31,
 
  2024  2023  2024  2023 
             
EPS $1.01  $(0.24) $(3.12) $(1.18)
             
Change in Fair Value of Warrant (a)  (0.79)  0.01   3.24   0.08 
Impairment on leased railcars (b)     0.14      0.14 
Loss on Debt Extinguishment (c)           0.52 
Loss on Pension Settlement (d)           0.01 
Litigation Settlement (e)        (0.10)   
Gain on Sale of Railcars Available for Lease (f)           (0.02)
Stock Based Compensation  0.02   0.02   0.10   0.04 
Other, net  (0.01)     0.03   0.02 
Total non-GAAP adjustments pre-tax per-share  (0.78)  0.17   3.27   0.79 
Income tax impact on non-GAAP adjustments per share (g)  (0.02)  (0.09)      
Adjusted EPS $0.21  $(0.16) $0.15  $(0.78)
 
(1) Adjusted EPS represents basic and diluted EPS before the following charges:
 
a) This adjustment removes the non-cash expense (income) associated with the change in fair market value of the Company’s warrant liability.
b) During the fourth quarter of 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
c) During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
d) During the third quarter of 2023, the Company recorded a non-cash loss on pension settlement.
e) During the second quarter of 2024, the Company recorded a litigation settlement related to a dispute with a former lessee of our railcars.
f) During the second quarter of 2023, the Company recorded a gain on sale of railcars available for lease related to its leased railcar fleet.
g) Income tax impact on non-GAAP adjustments per share represents the tax impact of the presented adjustments on the Company’s income tax provision calculation.
 
We believe that Adjusted EPS is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted EPS is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted EPS in isolation or as a substitute for net income or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted EPS is not necessarily comparable to that of other similarly titled measures reported by other companies.

FreightCar America, Inc.
Reconciliation of Cash flows provided by operating activities, Free cash flow and Adjusted free cash flow(1)
(Unaudited)
 
  Year Ended
December 31,
 
  2024  2023 
         
Cash flows provided by operating activities $44,933  $4,769 
         
Purchase of property, plant and equipment  (5,019)  (12,722)
Free cash flow  39,914   (7,953)
Accrued dividends on Series C Preferred stock (a)  (18,227)  (9,636)
Adjusted free cash flow $21,687  $(17,589)
 
(1) Free cash flow represents the amount by which Cash flows provided by operating activities exceeds capital expenditures. Adjusted free cash flow represents the amount by which Free cash flow exceeds the following items:
 
a) Represents Series C Preferred stock dividends accrued during the period. All accrued preferred share dividends were paid concurrent with redemption of the preferred shares outstanding on December 31, 2024.
 
We believe that Free cash flow and Adjusted free cash flow are useful to investors evaluating our operating performance compared to that of other companies in our industry because these metrics provide key insights into the potential for growth and ability to generate returns for investors. Free cash flow and Adjusted free cash flow are not financial measures presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Free cash flow or Adjusted free cash flow in isolation or as a substitute for Cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Free cash flow and Adjusted free cash flow is not necessarily comparable to that of other similarly titled measures reported by other companies.

Disclaimer & Cookie Notice

Welcome to GOLDEA services for Professionals

Before you continue, please confirm the following:

Professional advisers only

I am a professional adviser and would like to visit the GOLDEA CAPITAL for Professionals website.

Important Notice for Investors:

The services and products offered by Goldalea Capital Ltd. are intended exclusively for professional market participants as defined by applicable laws and regulations. This typically includes institutional investors, qualified investors, and high-net-worth individuals who have sufficient knowledge, experience, resources, and independence to assess the risks of trading on their own.

No Investment Advice:

The information, analyses, and market data provided are for general information purposes only and do not constitute individual investment advice. They should not be construed as a basis for investment decisions and do not take into account the specific investment objectives, financial situation, or individual needs of any recipient.

High Risks:

Trading in financial instruments is associated with significant risks and may result in the complete loss of the invested capital. Goldalea Capital Ltd. accepts no liability for losses incurred as a result of the use of the information provided or the execution of transactions.

Sole Responsibility:

The decision to invest or not to invest is solely the responsibility of the investor. Investors should obtain comprehensive information about the risks involved before making any investment decision and, if necessary, seek independent advice.

No Guarantees:

Goldalea Capital Ltd. makes no warranties or representations as to the accuracy, completeness, or timeliness of the information provided. Markets are subject to constant change, and past performance is not a reliable indicator of future results.

Regional Restrictions:

The services offered by Goldalea Capital Ltd. may not be available to all persons or in all countries. It is the responsibility of the investor to ensure that they are authorized to use the services offered.

Please note: This disclaimer is for general information purposes only and does not replace individual legal or tax advice.