Source: United States INDO PACIFIC COMMAND
PUERTO PRINCESA, Philippines — From the northern coast of Australia to the southern edge of the Philippine archipelago, U.S. Marines with the Marine Rotational Force – Darwin (MRF-D) 25.3 Marine Air-Ground Task Force (MAGTF) spent the last month executing rapid maneuver, joint and combined integrated fires, and combined exercises alongside Philippine and Australian allies across one of the world’s most complex and challenging maritime regions.
Source: The Conversation (Au and NZ) – By Alexander Gillespie, Professor of Law, University of Waikato
Anzac Day has come and gone again. But – lest we forget – war and its consequences are not confined to single days in the calendar. Nor do we only remember those who fought at Gallipoli more than a century ago.
This gradual expansion of the scope and meaning of April 25 is now about to grow further, with the Anzac Day Amendment Bill currently before parliament. Its goal is to make the commemoration “broader and more inclusive than it currently is”.
Remembrance will soon include “other conflicts and persons who have served New Zealand in time of war or in warlike conflicts in the past and in the future that are not currently covered”.
New Zealand personnel who served in United Nations missions, and who fought or died in training, will be recognised, as will civilians who served in war or warlike conflicts. Without doubt, it is an excellent initiative.
The question is, does it go far enough? The obvious omission, if the new law is intended to be “broader” and include past wars, is the conflict that helped shape (and still shapes) the country we are today: the New Zealand Wars.
Of course, including this pivotal period from 1843 to 1872 plays into the politics of today, given the land confiscations and other injustices the New Zealand Wars also represent. The question is whether their inclusion can avoid becoming a culture war in the process.
The case for explicitly including the New Zealand Wars is strong. It is thought about 500 British and colonial troops, 250 of their Māori allies (sometimes known as kūpapa), and 2,000 Māori fighting against the Crown died in these conflicts.
It was also during these wars that Australian and New Zealand military cooperation (the earliest form of Anzacs, in a sense) actually began. Around 2,500 Australian men enlisted for irregular New Zealand militia units, many encouraged by the offer of land grants in return for serving.
Furthermore, Anzac Day has gradually grown over time to include wars and military conflicts beyond the tragedy in Turkey, first observed in 1916 when the government gazetted a half-day holiday (later made into a full public holiday in 1921) .
The government again changed the law governing Anzac Day in 1949 to include World War II and the 11,500 New Zealand citizens who died in it. Significantly, it also added the South African/Boer War (which killed 59 New Zealanders), setting a precedent for bringing pre-first world war events into the frame.
In 1966, Anzac Day’s scope grew again to recognise those “who at any time have given their lives for New Zealand and the British Empire or Commonwealth of Nations”. This allowed commemorations to cover the Cold War period, during which New Zealanders were killed in the Malayan Emergency (15), Korea (38) and Vietnam (37).
The counterargument to including the New Zealand Wars in an expanded Anzac Day might be that we already have a dedicated day of observance: Te Pūtake o te Riri on October 28, the date the Declaration of Independence of the United Tribes of New Zealand (precursor to the Treaty of Waitangi) was signed in 1835.
First observed in 2018, the commemorations take place in different locations each year. And perhaps one day, young New Zealanders will talk about the events at Rangiriri, Gate Pā, Matawhero and Ngātapa in the same way they now talk about Gallipoli, Passchendaele, Crete and Monte Cassino.
But the problem is that a two-tier system seems to have been created. Te Pūtake o te Riri was not made an official holiday and has struggled for wider recognition. While there is some public funding available, it is not on the scale of Anzac Day.
Te Pūtake o te Riri can and will continue to evolve, and it’s focus on the causes and injustices of these conflicts should not be diminished.
But an expanded and more inclusive Anzac Day, which recognises those who fought and died, would add another layer of meaning to a date long enshrined in the national calendar, similar to the way National Memorial Day in the United States encompasses their Civil War.
We are now at a point in history when the injustices of the early colonial government have at least been acknowledged through the Treaty settlement process. It would make sense for the New Zealand Wars to be folded into the Anzac Day Amendment Bill.
The words “lest we forget” should also apply to those who fell in the nation’s third most costly military conflict. That way we can remember all of the fallen, without prejudice.
Public submissions on the Anzac Day Amendment Bill close on Thursday May 22.
Alexander Gillespie does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.
– ref. A law change will expand who we remember on Anzac Day – the New Zealand Wars should be included too – https://theconversation.com/a-law-change-will-expand-who-we-remember-on-anzac-day-the-new-zealand-wars-should-be-included-too-256682
Source: US State of Maine
May 14, 2025
Hallowell, Maine– The Maine Public Utilities Commission (MPUC) has initiated an inquiry to explore the implications of the state’s decarbonization goals for natural gas utilities and their customers, and to solicit information from interested stakeholders. The proceeding seeks to develop a consistent framework for incorporating greenhouse gas (GHG) emissions impacts into the Commissions decision-making around gas infrastructure investments and contractual commitments, evaluate the consistency of these investments with state climate goals, and assess the broader future of natural gas in Maine.
Under Maine law, the Commission is charged with ensuring safe, reasonable, and adequate utility service; minimizing the cost of energy for consumers; ensuring that regulated rates are just and reasonable; and facilitating the states progress toward required GHG emissions reductions. Maines statutory climate commitments require the state to achieve carbon neutrality by 2045, reduce GHG emissions by 45% by 2030, and achieve an 80% reduction by 2050 from 1990 levels.
“This inquiry builds on a number of prior orders issued by the Commission and a great deal of thoughtful, diligent work by our staff,” said Commission Chair Philip L. Bartlett II. It sets the stage for a successful and constructive proceeding to help align utility planning with Maines climate commitments.
The Commission has issued an initial set of questions and invites interested parties to submit comments by June 10, 2025. Topics include:
-What new information or analyses are needed to inform the Commissions ongoing decisions with respect to natural gas in Maine?
-What frameworks exist in other states?
-How should the Commission approach gas utility expansion given the States GHG reduction and climate goals and the Commissions statutory authority with respect to gas utilities?
-How are or how should Maines gas utilities consider and prepare for potential reductions in the number of gas utility customers and declines in overall usage attributable to factors related to the States climate policies?
-What potential changes are or should gas utilities consider to their business models?
Participant funding may be available to qualifying individuals or organizations in accordance with MPUC Rules, Chapter 840. More information on intervener funding is available at: www.maine.gov/mpuc/about/intervener-funding.
The Commission encourages robust stakeholder participation in this proceeding, which will help shape how Maine balances energy affordability, safety, and system reliability while meeting its climate obligations. More information on this case may be found at https://mpuc-cms.maine.gov/CQM.Public.WebUI/Common/CaseMaster.aspx?CaseNumber=2025-00145
About the Commission
The Maine Public Utilities Commission regulates electric, telephone, water and gas utilities to ensure that Maine citizens have access to safe and reliable utility service at rates that are just and reasonable for all ratepayers while also helping achieve reductions in state greenhouse gas emissions. Commission programs include Maine Enhanced 911 Service, and safety programs. Philip L. Bartlett, II serves as Chair, Patrick Scully and Carolyn Gilbert serve as Commissioners.
Learn more about the Commission at https://www.maine.gov/mpuc/.
CONTACT: Susan Faloon, Media Liaison CELL: 207-557-3704 EMAIL: susan.faloon@maine.gov WEBSITE: https://www.maine.gov/mpuc/
Source: NATO
Brussels, 14 May 2025 – The 193rd NATO Military Committee in Chiefs of Defence Session took place at NATO Headquarters in Brussels, today. Thirty two Allied Chiefs of Defence discussed NATO’s vigilance & deterrence, continued support to Ukraine, and preparations for the NATO Summit in The Hague in June. The final meeting of the day saw the Ukrainian Chief of Defence, General Sikyrsky, join the NATO-Ukraine Council virtually from Kyiv.
Opening the working session, the Chair of the Military Committee, Admiral Giuseppe Cavo Dragone, underscored that the meeting of Allied Chiefs of Defence is a testament to NATO’s enduring unity and strength, and that cohesion among Allied militaries is the bedrock of NATO’s collective defence. The Chair stressed the priorities for the NATO Military Authorities, especially in these challenging times: continue providing unfettered and timely military advice to political leadership, underpinned by collective clarity and decisiveness. The Allied Chiefs of Defence session focus was to discuss further strengthening NATO’S deterrence and defence, in order to continue adapting to the security challenges facing the Alliance.
During the following session, Supreme Allied Commander Europe (SACEUR) briefed the Chiefs of Defence on NATO’s deterrence and defence posture, and the status quo and way ahead of NATO’s operations, missions, and activities.
Then, Chiefs of Defence discussed with Admiral Pierre Vandier, Supreme Allied Commander Transformation (SACT) about NATO’s Defence Planning Process and developments in innovation and the adoption of new systems.
The final session with the Chief of Defence of Ukraine, General Oleksandr Syrskyi (attending via videoconference), focused on the current state of play in Ukraine. Allies reiterated their support to Ukraine, and emphasised why now – more than ever – it is key for NATO to continue to provide Ukraine what is needed for its defence.
Wrapping up a fruitful meeting, CMC farewelled fellow Chiefs of Defence, looking forward to the next meeting in this format later in the year.
Source: Microsoft
Headline: Empowering teen students to achieve more with Copilot Chat and Microsoft 365 Copilot
Learn about Microsoft 365 Copilot availability for students aged 13 and older. Enhance learning with AI, enterprise protection, and IT controls.
We’re excited to announce Copilot Chat and Microsoft 365 Copilot availability for students aged 13 and older is coming this summer with enterprise data protection and IT controls. AI provides new and unique learning opportunities when integrated thoughtfully as a complement to established practices with input from educators. A study from Microsoft Research found that most students demonstrated remarkable curiosity when using AI, asking sophisticated questions that extended beyond their task at hand and led to deeper understanding. Further, the latest report from LinkedIn calls for action to equip the future workforce with AI and uniquely human skills as demand is rapidly increasing.
We’re optimistic about the opportunities that lie ahead to help students advance their learning and build skills to prepare for success in their future. We’ll share impact and insights from our private preview for students aged 13 and older, product details, and resources to help you get started.
Throughout our preview, we heard feedback from K-12 institutions that reinforced the importance of providing training and support for educators and students, setting appropriate guidelines, and granting permission to experiment and learn together. They also demonstrated what’s possible when these needs are met. Read on for testimonials from Fulton County Schools and Brisbane Catholic Education, with more insights from our preview and resources later in the blog.
Fulton County Schools first set a foundation with an AI task force, evaluation of over 200 use cases, and alignment on critical goals such as preparing students for their future and giving every student the opportunity to learn in a way that works best for them. After initial training, educators introduced Copilot Chat as a thought partner, provided coaching on topics like prompting, and quickly saw student confidence and curiosity increase. Students used it to ideate, receive immediate feedback without judgment, design multimedia projects, identify and fix code errors, adjust content based on their preferences or pace, and manage their time. Educators are also now able to challenge them more than ever, and students are using Copilot Chat as a force multiplier to bring their ideas and passions to life in ways they couldn’t previously imagine or access.
Hear Johns Creek High School educators and students share their experience with Copilot Chat in their own words in the following video and read the full story.
For Brisbane Catholic Education (BCE), the journey began with a plan to use AI to support their mission to teach, challenge, and transform in a time where there are increasing needs for reduction of administrative workload and evolution of learning models for digital-native students. Educators in an early trial reported saving an average of 9.3 hours per week which contributed to BCE’s interest and confidence to expand access more broadly. Copilot Chat increased student agency, enabled more project-based work, and accelerated a shift they’ve been trying to make for years to help students truly become learners, not just receivers of knowledge. Shane Tooley, Assistant Principal, noted, “The real promise of Copilot Chat isn’t efficiency—it’s cognition. It’s helping us push students beyond knowledge recall into evaluation, synthesis, and justification.”
BCE’s success was built on strong leadership buy-in, aligning AI with broader strategic goals, ongoing measurement, and transparent engagement with opportunities for co-design. It sparked new ways of thinking, a culture of sharing, and thoughtful reflection on the future of education. Learn more about how BCE boosts agency and efficiency with Copilot Chat and Microsoft 365 Copilot.
My role has shifted from lesson planner to facilitator and mentor. One of the most powerful moments was watching a student ask Copilot Chat to reformat their assignment for dyslexia accessibility. That’s agency. That’s personalization. And it happened without pulling the teacher away from the rest of the class.
Michael Parker, Student Academic Performance and Growth Leader, Trinity College
Copilot Chat offers free, secure AI chat powered by GPT-4o and the ability to maintain IT control with enterprise data protection and management and is included with Microsoft 365. It also includes features like file upload, image generation, Copilot Pages, and agents. Learn more by reviewing our Copilot Chat documentation. Copilot Chat will be generally available for students aged 13 and older this summer and administrators will need to take additional steps to grant access based on their institution’s plans and preferences. We recommend administrators review the details on managing Copilot Chat access for students and begin taking the next steps to prepare today.
When you add a Microsoft 365 Copilot license, Copilot Chat becomes more powerful by drawing on the Microsoft Graph for access and understanding of your institutional data, working directly in productivity apps like Outlook, Microsoft Teams, PowerPoint, and Excel, and using advanced measurement and management tools. Microsoft 365 Copilot will be eligible to purchase as an add-on for students aged 13 and older with a Microsoft 365 subscription later in May 2025. Higher education institutions like Indiana University and Miami Dade College are already seeing the impact of Microsoft 365 Copilot to enhance career readiness and increase student engagement.
Copilot Chat and Microsoft 365 Copilot offer enterprise data protection, the same enterprise terms available in our Microsoft 365 offerings. This means we secure your data, your data is private, your existing Microsoft 365 access controls and policies apply, you’re guarded against AI security and copyright risks, and your data isn’t used to train foundation models. Keeping your institutional data protected is important, and Copilot Chat has built-in safeguards to help ensure it stays that way. Additionally, IT administrators and security professionals can further secure, manage, and analyze the use of Copilot Chat, Microsoft 365 Copilot, Copilot Studio, and agents across their institution with the Copilot Control System.
We look forward to hearing how Copilot Chat and Microsoft 365 Copilot bring new opportunities to life for your students and institutions. A National 4-H Council survey with young people found that many kids (72%) are seeking support from adults in learning how to use these tools correctly and with confidence. The importance of helping students, educators, and staff adapt to an evolving future will increase and we’ll continue to provide access to the latest technology and relevant resources.
Many students are not only starting to use AI tools in the classroom, but also at home and for purposes outside of schoolwork. Microsoft Copilot for individuals is designed to inform, entertain, and inspire and can be accessed for free with a Microsoft personal account. Learn more about default settings and policies to protect those aged 13 and older using Microsoft Copilot. Microsoft 365 Personal or Family is also available for use of productivity apps and credits for new AI features. Eligible students can receive a 50% discount on Microsoft 365 Personal and starting today—students in the United States can sign up for a free three-month trial.
We want to thank the inspiring educators, students, and institutional leaders who have shared their insights with us and agreed to share them more broadly with you. Participants emphasized the importance of professional development, guidelines, prompting practice, and creating space for transparency and sharing of successes and failures. Educators noticed Copilot Chat helped keep students engaged, immediately receive and act on feedback, improve their research and analysis process, explore counterarguments, and build AI skills that they’ve already begun using to their advantage in the hiring process and even teaching to their employers in part-time jobs. Students also appreciated time savings, providing relief from the stress of deadlines, through the ability to easily brainstorm, troubleshoot issues, ask unlimited questions, and learn at their own pace.
Shane Tooley, Assistant Principal Curriculum at St. Peter Claver College says, “If you’re on the fence about AI, it comes down to this: Your students will surprise you. Given the chance, they’ll use AI ethically and meaningfully. The key is to guide them—not restrict them. Show them what good use looks like.”
Students in Onslow County enjoyed interacting with Copilot Chat to learn more about historical figures, create questions geared towards their specific needs, and receive assistance while away from school. One educator reflected, “Using AI was an eye-opening experience, all I had ever heard or thought about were the negatives, but actually using it allowed me to see many of the wonderful benefits it can bring to our students’ educational experience.”
Jorge Ledezma, Director of Educational Technology, Santa Margarita Catholic High School advises, “It’s crucial to provide AI literacy courses and resources so that students can learn how to use AI responsibly. Furthermore, emphasizing the importance of privacy and security when using AI tools is vital. This not only helps students understand the ethical implications but also ensures they are well-prepared to navigate the digital world safely.”
In Saga Prefecture, instructors helped students use Copilot Chat to learn how to prompt AI tools, program 3D games in Python, resolve issues on their own, and take initiative to further explore their interests. They used Copilot Chat side by side with Microsoft MakeCode for easy access to troubleshooting support and the ability to ask deeper questions about the task at hand. Educators and leaders emphasized the importance of data protection when providing AI tools to their students.
Dr. Faisal Al Busaidi, Director General of Information Technology, Ministry of Education Oman urges, “Successful adoption of Copilot Chat hinges on the preparedness of educators. I strongly encourage institutions to invest in structured training programs that empower teachers to guide students in using AI tools effectively and thoughtfully.”
Educators at Our Lady of the Southern Cross College, Dalby noted that Copilot Chat fostered further independence and critical thinking for their students as they reflected on how to use AI effectively and responsibly in and outside of school. They also expressed the importance of providing training for students and staff, and that like any new technology in education—the experience will only be as good as the guidelines and learning sequence that accompany it.
Lisvette Flores Quiñones, Department of Education, Puerto Rico shared “Copilot Chat’s use in education and document management has been incredibly beneficial in all teaching and learning processes, I look forward to continuing learning and exploring the potential of AI. I encourage my students to start with Copilot Chat, adjust information to their learning style, and to be specific in their prompts to achieve great results.”
Educators in our preview program consistently highlighted the need for training in AI rollout and we have several resources and tools to help you and your students get started:
Discover even more resources for educators, leaders, and administrators:
US Senate News:
Source: United States Senator Peter Welch (D-Vermont)
WASHINGTON, D.C. – U.S. Senator Peter Welch (D-Vt.) today joined Senator Jeff Merkley (D-Ore.), Senator Bernie Sanders (I-Vt.), and U.S. Representative Debbie Dingell (D-MI-06) in introducing the End Price Gouging for Medications Act.
The bicameral bill would lower prescription drug costs for all Americans and end pharmaceutical price gouging by requiring drug companies to offer medications in the United States at no more than the lowest price per drug in twelve other similarly developed countries—Australia, Austria, Belgium, Canada, France, Germany, Italy, Japan, the Netherlands, Sweden, Switzerland, and the United Kingdom.
“No one should ever be forced to choose between paying for the prescriptions they need or putting food on the table. It’s unacceptable, and for too many Americans it’s a reality because of Big Pharma’s price gouging,” said Welch. “The End Price Gouging for Medications Act would put an end to this bad practice and help more Vermonters access the medications they need. I’m proud to join Sen. Merkley to introduce this bill and help Vermonters get the care they need.”
“Americans pay the highest prices in the world for prescription drugs, even though we invest the most in cutting-edge research and development. That is unconscionable,” said Merkley. “In my town halls across every corner of Oregon, I’ve heard time and again from Oregonians about how sky-high prescription drug prices are pushing their budgets to the limit. The End Price Gouging for Medications Act will crack down on Big Pharma’s greed.”
Merkley continued, “If President Trump is serious about lowering prescription drug costs for families and seniors across America, he should work with Congress to ensure we get the best prices, not the worst.”
“In the wealthiest nation on earth, no one should have to choose between buying groceries and affording the medications they need to survive,” said Dingell. “There’s no reason we should be spending more on prescriptions than any other country. This legislation will help to bring down the cost of prescription drugs, hold drug companies accountable for their unchecked greed, and provide much-needed relief to American families.”
On average, Americans spend over $1,400 on prescription drugs every year—the highest per capita drug spending in the world—largely because the pharmaceutical industry is hiking up the cost of drugs to make billions in profits each year. The American people want action, and lowering prescription drug prices to levels obtained in nations similar to the United States has strong bipartisan support. This includes medication such as:
Ozempic, which costs Americans nearly $13,000 annually to treat type 2 diabetes compared to roughly $820 in Japan; and
Humira, which costs Americans with Crohn’s disease more than $100,000 per year compared to roughly $3,320 per year in Austria.
Unlike Trump’s recent executive order (EO) on international reference pricing, which only applies to Medicare and Medicaid, the End Price Gouging for Medications Act goes further by requiring drug companies to offer prescription drugs at the established reference price to all individuals in the U.S. market, regardless of insurance or health care status. That includes individuals utilizing all federal health programs, uninsured individuals, individuals covered under a group health plan, or individuals who have purchased their own health insurance coverage.
In addition to Welch, Merkley, Sanders, and Dingell, the End Price Gouging for Medications Act is co-sponsored by U.S. Senator Dick Durbin (D-IL). The bicameral bill is endorsed by Public Citizen, Center for Health and Democracy, Just Care USA, Center for Medicare Advocacy, and Social Security Works.
“American consumers pay far too much for drugs, not because it is costly to manufacture them, or even because of the expense of research and development. We pay too much because the U.S. government grants patents and other monopolies to brand-name drug corporations and then does far too little to rein in Big Pharma’s exploitation of those monopolies to price gouge consumers and the government itself. If President Trump were serious about bringing U.S. drug prices down to levels in other countries, he would embrace this legislation and use the bully pulpit to urge legislators to support it instead of retrograde proposals to take away health care from millions of people to give tax cuts to billionaires and corporations. We applaud Senators Merkley, Sanders and Welch for their leadership,” said Peter Maybarduk, Director of Public Citizen’s Access to Medicines Program.
“There’s no good reason Americans should be forced to pay as much as four times more for our drugs than people in France, Japan and Canada. Senator Merkley, Senator Welch, Ranking Member Sanders, and Representative Dingell’s ‘End Price Gouging for Medications Act’ legislation recognizes that monopoly pricing by drug corporations is killing tens of thousands of Americans each year and driving countless more into medical debt. It rightly calls for fair drug pricing, which is essential to our health and well-being,” said Diane Archer, President of Just Care USA.
“The reason Americans pay higher prescription drug prices than other countries is because big drug and insurance companies, and their armies of lobbyists, work overtime to ensure their monopolies are protected and their CEOs continue to get massive compensation packages. It is far past time that Congress acts to rein in the out-of-control cost of what Americans have to pay for life-saving medications. The End Price Gouging for Medications Act is an important step,” said Wendell Potter, President of the Center for Health and Democracy.
Full text of the End Price Gouging for Medications Act can be found by clicking here.
Source: GlobeNewswire (MIL-OSI)
ALTAVISTA, Va., May 14, 2025 (GLOBE NEWSWIRE) — Pinnacle Bankshares Corporation (“Pinnacle” or the “Company”) (OTCQX: PPBN), the one-bank holding company for First National Bank (the “Bank”), announced today that its Board of Directors declared a cash dividend of $0.26 per share on May 13, 2025, payable June 6, 2025, to shareholders of record as of May 23, 2025.
The $0.26 per share cash dividend is an increase of $0.01, or 4%, as compared to the $0.25 paid last quarter and marks the fifty-first consecutive quarter that a dividend has been declared.
“Pinnacle is pleased to provide an increased cash dividend of $0.26 per share to our shareholders this quarter,” stated Aubrey H. Hall, III, President and Chief Executive Officer for both the Company and the Bank. Mr. Hall further commented, “This return on investment is based on our continued solid performance, including first quarter 2025 net income of $2.26 million, which is an 8.5% increase as compared to the same period of last year.”
Pinnacle Bankshares Corporation is a locally managed community banking organization serving Central and Southern Virginia. The one-bank holding company of First National Bank serves market areas consisting primarily of all or portions of the Counties of Amherst, Bedford, Campbell, Halifax, and Pittsylvania, and the Cities of Charlottesville, Danville, and Lynchburg. The Company has a total of nineteen branches with one branch in Amherst County within the Town of Amherst, two branches in Bedford County; five branches in Campbell County, including two within the Town of Altavista, where the Bank was founded; one branch in the City of Charlottesville, three branches in the City of Danville; three branches in the City of Lynchburg; and three branches in Pittsylvania County, including one within the Town of Chatham. A loan production office and a full-service branch have recently been opened in the South Boston area of Halifax County. First National Bank is in its 117th year of operation.
This press release may contain “forward-looking statements” within the meaning of federal securities laws that involve significant risks and uncertainties. Any statements contained herein that are not historical facts are forward-looking and are based on current assumptions and analysis by the Company. These forward-looking statements, including statements made in Mr. Hall’s quotes may include, but are not limited to, statements regarding the credit quality of our asset portfolio in future periods, the expected losses of nonperforming loans in future periods, returns and capital accretion during future periods, our cost of funds, the maintenance of our net interest margin, future operating results and business performance and our growth initiatives. Although we believe our plans and expectations reflected in these forward-looking statements are reasonable, our ability to predict results or the actual effect of future plans or strategies is inherently uncertain, and we can give no assurance that these plans or expectations will be achieved. Factors that could cause actual results to differ materially from management’s expectations include, but are not limited to: changes in consumer spending and saving habits that may occur, including increased inflation; changes in general business, economic and market conditions; attracting, hiring, training, motivating and retaining qualified employees; changes in fiscal and monetary policies, and laws and regulations; changes in interest rates, inflation rates, deposit flows, loan demand and real estate values; changes in the quality or composition of the Company’s loan portfolio and the value of the collateral securing loans; changes in macroeconomic trends and uncertainty, including liquidity concerns at other financial institutions, and the potential for local and/or global economic recession; changes in demand for financial services in Pinnacle’s market areas; increased competition from both banks and non-banks in Pinnacle’s market areas; a deterioration in credit quality and/or a reduced demand for, or supply of, credit; increased information security risk, including cyber security risk, which may lead to potential business disruptions or financial losses; volatility in the securities markets generally, including in the value of securities in the Company’s securities portfolio or in the market price of Pinnacle common stock specifically; and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and you should not place undue reliance on such statements, which reflect our views as of the date of this release.
CONTACT: Pinnacle Bankshares Corporation, Bryan M. Lemley, 434-477-5882 or bryanlemley@1stnatbk.com
Source: University of Aberdeen
Frankenstein artworkA new exhibition at the University of Aberdeen invites visitors to meet ghosts, vampires and the supernatural as they step into a world of Gothic terror and explore how Gothic literature used fear to both terrify and excite readers.
Opening in the Sir Duncan Rice Library on May 19, 2025, the exhibition explores why we are so intrigued and excited by things that scare us. Using the rich collection of eighteenth and nineteenth century Gothic literature cared for by University Collections, the exhibition highlights how the genre explores transgressive themes through their tales of monsters and villains.
Visitors will see early editions of key Gothic novels including Castle of Otranto (first published 1764), The Picture of Dorian Gray (1890), and M. R. James’s Ghost Stories of an Antiquary (1904). These texts, and many more on display, are used to explore how fields such as queer theory and Postcolonial readings have brought new meanings to these stories that have fascinated audiences since their publication.
An immersive space highlights the tropes used by authors to evoke a sense of fear in readers and will allow those who visit to get creative and explore the darker side of their imaginations, creating Gothic plots and stories. A cosy Victorian reading provides space to settle down and enjoy a good book, while Old Aberdeen Library will also have a selection of Gothic writing available to check out and read at home.
Curator Christina Mackenzie said: “Gothic literature has an enduring appeal as shown by the popularity of many of these texts centuries after they were written.
“This has been such a fun and revealing exhibition to work on and we’ve really tried to explore that throughout – the way these texts tell scary stories on the surface, but have been reinterpreted over time to question the monstrosity of the ‘monsters’.”
‘Fear & Fascination’ will be accompanied by a rich events programme, kicking off with Sophie Coulombeau’s talk Brothers & Lovers: Frances Burney and the Gothicon 29 May.
‘Fear and Fascination: A Gothic Exhibition’ will be open in the Sir Duncan Rice Library Gallery, Bedford Road, Aberdeen AB24 3AA, 11am-7pm Mon-Fri, 1pm-4pm Sat & Sun, from 19 May to 7 December 2025.
Enquiries: uoacollections@abdn.ac.uk
See https://www.abdn.ac.uk/collections/whats-on/ for further details of the exhibition and events programme.
US Senate News:
Source: The White House
MAKING AMERICAN MANUFACTURING AND INNOVATION GREAT AGAIN: Today in Qatar, President Donald J. Trump signed an agreement with Qatar to generate an economic exchange worth at least $1.2 trillion. President Trump also announced economic deals totaling more than $243.5 billion between the United States and Qatar, including an historic sale of Boeing aircraft and GE Aerospace engines to Qatar Airways.
The landmark deals celebrated today will drive innovation and prosperity for generations, bolster American manufacturing and technological leadership, and put America on the path to a new Golden Age.
Since President Trump took office, his commitment to American manufacturing and innovation has attracted trillions of dollars in investments and global commercial deals. Allies like Qatar are partnering in the United States’ success.
The following represent just a few of the many groundbreaking deals secured in Qatar:
Boeing and GE Aerospace secured a landmark order from Qatar Airways, a $96 billion agreement to acquire up to 210 American-made Boeing 787 Dreamliner and 777X aircraft powered by GE Aerospace engines. This is Boeing’s largest-ever widebody order and largest-ever 787 order. This historic agreement will support 154,000 U.S. jobs annually, totaling over 1 million jobs in the United States during the course of production and delivery of this deal.
McDermott has a strong partnership with Qatar Energy in advancing critical energy infrastructure, with seven active projects worth $8.5 billion. As the sole provider of offshore components for Qatar’s major LNG expansion, McDermott’s work directly supports thousands of U.S. energy sector jobs.
Parsons has successfully won 30 projects worth up to $97 billion. These high-value engagements have fueled significant company growth, supporting thousands of jobs across the United States and reinforcing American leadership in cutting-edge engineering and innovation.
Quantinuum finalized a Joint Venture Agreement with Al Rabban Capital, a prominent Qatari company, to invest up to $1 billion in state-of-the-art quantum technologies and workforce development in the United States, supporting U.S. jobs and leadership in this critical emerging technology.
Today’s signings mark President Trump’s intent to accelerate Qatar’s defense investment in the U.S.-Qatar security partnership—enhancing regional deterrence and benefitting the U.S. industrial base.
The defense deals secured today lock in Qatar’s procurement of state-of-the-art military equipment from two leading U.S. defense companies.
Raytheon, an RTX business, secured a $1 billion agreement for Qatar’s acquisition of counter-drone capabilities, signed by the U.S. and Qatari governments. This deal establishes Qatar as the first international customer for Raytheon’s Fixed Site – Low, Slow, Small Unmanned Aerial System Integrated Defeat System (FS-LIDS) designed to counter unmanned aircraft. The deal directly supports high-skilled manufacturing and engineering jobs in the United States and reinforces America’s leadership in innovative defense technologies.
General Atomics secured a nearly $2 billion agreement for Qatar’s acquisition of the MQ-9B remotely piloted aircraft system, signed by the U.S. and Qatari governments. This deal will strengthen the U.S.-Qatar bilateral relationship and provide the Qatari Armed Forces with the most advanced multi-mission remotely piloted aircraft in the world, powered by U.S. products made in America.
The United States and Qatar also signed a statement of intent to further strengthen our security partnership, outlining over $38 billion in potential investments including support for burden-sharing at Al Udeid Air Base and future defense capabilities related to air defense and maritime security.
These new agreements and instruments aim to drive the growth of the U.S.-Qatar bilateral commercial relationship, create thousands of well-paying jobs, and open new trade and investment opportunities for both countries over the coming decade and beyond.
CATALYZING PROSPERITY THROUGH GREATER TRADE AND INVESTMENT: The United States and Qatar have a long history of trade and a strong commercial relationship, including significant long-term aviation, critical infrastructure, information technology, and consulting deals.
Qatar’s strategic goals outlined in Qatar National Vision 2030 create opportunities for U.S. businesses in multiple sectors.
The United States had a $2 billion trade surplus with Qatar in 2024 and has had a positive trade balance with Qatar since 2003.
In 2024, U.S.-Qatar trade totaled $5.64 billion, with $3.8 billion in U.S. exports and $1.8 billion in Qatari imports.
Qatar’s greenfield investment in the United States totaled $3.3 billion in 2023, focused on hotels and tourism, information technology, advanced manufacturing, financial services, and oil and gas.
This visit advances opportunities for U.S. companies to expand long-standing partnerships and for Qatari entities to embrace U.S. technologies, adopt best practices, and finalize new agreements for significant sales and investments.
Qatar has made significant investments in the United States across hotels and tourism, financial services, technology, healthcare, and energy, with plans to invest even more over the next five years. These investments strengthen the U.S. economy by supporting good-paying jobs for millions of American workers, expanding U.S. exports, and funding research and development.
Qatar has the third largest proven reserves of natural gas in the world, and has invested in American energy infrastructure, directly contributing to U.S. energy security and industrial resilience.
Starting in 2019, QatarEnergy initiated $18 billion in investments in the U.S. energy sector with ExxonMobil’s Golden Pass LNG Terminal ($10 billion) and Chevron Phillips Chemical’s Golden Triangle Polymers Plant ($8 billion), both located on the Texas Gulf Coast.
Qatar is our 12th largest Foreign Military Sales partner with active cases valued at more than $26 billion.
Qatar’s expansive investment in and trade with the United States contribute to U.S. and Qatari economic growth and prosperity, and Qatar’s choice of U.S. industry’s best-fit solutions supports the U.S. strategic goal of growing our industrial presence throughout the Gulf and the region as a whole.
THE ART OF THE DEAL: President Trump is securing billions in investments to revitalize American manufacturing, delivering on his promise to bring back “Made in America” and usher in a new Golden Age of prosperity.
Today’s announcement builds on yesterday’s $600 billion investment commitment secured in Saudi Arabia.
It also follows the announcement of an historic trade agreement with the United Kingdom and a joint agreement with China to reduce reciprocal tariffs.
By securing these investments, President Trump is spurring a manufacturing renaissance, driving economic growth, and creating high-paying jobs across the nation.
Prior to this historic deal, President Trump had already attracted trillions in U.S.-based investments, laying the foundation for an era of unprecedented American prosperity.
President Trump is building on his record of success with Qatar, exemplified by his leadership in the 2019 GE Aerospace GEnx engine sale to power Qatar Airways’ then-newly acquired Boeing 787-9 aircraft—a monumental purchase in the history of both companies.
As the dealmaker in chief, President Trump’s latest achievement in Qatar is another win for America.
Source: The White House
CATALYZING PROSPERITY THROUGH GREATER TRADE AND INVESTMENT: The United States and Qatar have a long history of trade and a strong commercial relationship, including significant long-term aviation, critical infrastructure, information technology, and consulting deals.
THE ART OF THE DEAL: President Trump is securing billions in investments to revitalize American manufacturing, delivering on his promise to bring back “Made in America” and usher in a new Golden Age of prosperity.
Source: United Kingdom – Executive Government & Departments
The Rt Hon Shabana Mahmood MP and Amy Rees CB spoke in a briefing at Downing Street about the extent of the prison capacity crisis and plans to counter it.
Political content has been removed from this transcript.
Good afternoon, everyone.
We are here today to talk about the situation in our prisons.
When I took office, nearly a year ago, I inherited prisons on the brink of collapse.
Despite the immediate measures we took to avert disaster, this crisis has not gone away.
David Gauke will soon publish his sentencing review.
It will set out how we end this cycle of crisis once and for all.
But today, I will talk about the situation that we face now…
And further measures that we must take to stabilise the prison population.
To do so, I would first like to turn to Amy Rees.
Until recently, Amy was Chief Executive of His Majesty’s Prison and Probation Service – having started out, 24 years ago, as a Prison Officer on the wings.
Now the Department’s interim Permanent Secretary, Amy will set out the scale of the challenge we face today.
Thank you, Lord Chancellor.
The total prison population is 88,087 – and the adult male estate is operating at approximately 99 percent of its capacity.
Every year, on our current trajectory, the prison population rises by 3,000.
And we now expect to hit zero capacity – to entirely run out of prison places for adult men – in November of this year.
The population has been rising, rapidly, for many years.
In 1993, the population was less than half its current level – at around 40,000 prisoners.
When I first joined the Service, in 2001, it was 65,000.
In recent years, it has accelerated rapidly to its current levels, and is forecast to be more than 100,000 by 2029.
The primary cause of this is clear.
Sentence lengths have increased considerably.
In 2005, the average custodial sentence was 13 months.
By 2023, it was 21 months – a 66 percent increase.
We now have a larger population of sentenced prisoners in our prisons – serving longer sentences than they used to.
While this is the primary cause, it is not the only cause.
The number of offenders brought back to prison after being released – known as recall – is a significant, though lesser, contributing factor.
In 1993, this ‘recalled’ population in prison was virtually non-existent at just 100 prisoners.
By 2018, it was 6,000.
And since then, levels have soared – more than doubling to 13,600 in March this year.
Until now, successive governments have attempted to manage prison capacity primarily by carrying out early releases.
In late 2023, the prison system was running at around 99 percent of its capacity.
Faced with the prospect of running out of prison places altogether, the End of Custody Supervised Licence Scheme was introduced in October 2023.
This meant eligible prisoners were automatically released up to 18 days before their scheduled released date, later increased to 35 days and then up to 70 days in May 2024.
This measure prevented prisons from running out of places entirely, but it only bought the service time.
By July last year, prisons were again operating close to maximum capacity.
Ministers announced plans for some prisoners serving standard determinate sentences to be released automatically at the 40 percent point of their sentence, rather than 50 percent.
A surge of these releases took place over two tranches in the autumn and again prevented prisons from filling up entirely.
In parallel, we have brought in other smaller-scale measures to manage capacity.
This includes moving some risk-assessed offenders out of prison and onto Home Detention – tagged and curfewed for a longer period.
These measures are important, but they do not address the scale of the challenge we face.
As I have said, the prison population is rising by around 3,000 a year – the equivalent of two large prisons every single year.
Even with these measures in place, we will run out of places in just five months’ time.
Let me return to my first slide on the growth of the prison population to explain what that means in practice.
The operational reality of running prisons so close to their maximum capacity is that it creates a set of interconnected and escalating problems.
Even before you run out entirely, our prisons become more dangerous places.
With limited space, it becomes harder to manage prisons, and the challenges of violence and drugs grow.
This makes prisons less safe, and it leaves staff with less time to get prisoners to work and education – vital to ensuring that they leave prison less likely to reoffend.
We are already reliant on a small number of police cells in some parts of the country, where we hold offenders temporarily.
If capacity gets even tighter, as an exceptional measure we would activate ‘Operation Early Dawn’.
This means we convene a team at 05:30 am every day to track each individual potentially coming into custody, so that we can make sure there will be a space available for them.
Early Dawn was activated between 19 August to 9 September 2024, prior to the implementation of early releases.
It was also previously activated in October 2023, March 2024, and May 2024.
In recent weeks, we have come close to activating Early Dawn once again.
If Operation Early Dawn is unable to manage the flow of prisoners, the situation becomes intolerable.
We would, at this stage, see the managed breakdown of the criminal justice system.
Police holding cells would be full, and the police would be faced with being unable to make arrests.
Courts would need to consider bail for offenders they would normally consider dangerous enough to remand to prison.
If the system reaches that point, there would be a clear risk to public safety and the only solution would be rapid emergency releases.
This would mean offenders being let out of prison without time for probation officers and other services to put in place release plans designed to protect the public.
And even this would only buy us time.
The prison population will keep rising.
Without a long-term plan, sooner or later we would run out of places once more.
That is the situation in the prison service as it stands today.
And I’m now going to hand back to the Lord Chancellor to talk about the path forward from here.
This Government will end the cycle of crisis.
We will bring order and control back to our prisons.
That starts by building more of them.
Last December, we published a long-term building strategy, setting out our aim to open up 14,000 prison places by 2031.
This is the largest expansion of the prison estate since the Victorians.
And we are not wasting time.
We have already committed £2.3 billion to prison expansion.
And since taking office, we have delivered 2,400 new places.
We will now go further.
While the spending review is ongoing, I can announce today that the Treasury will fund our prison expansion plans, in full, across the spending review period.
This is a total capital investment of £4.7bn.
It allows us to start building three new prisons…
Including breaking ground on a site near HMP Gartree later this year.
This investment will also fund new cells at existing prisons…
With new houseblocks and rapid deployment cells opened across the country.
This is a record prison expansion.
We are building at breakneck pace.
But we must be honest.
Prison building is necessary…
But it is not sufficient.
We cannot build our way out of this crisis.
Despite record prison building, the population is simply rising too fast.
By Spring 2028, even with the funding I have announced today, we will be 9,500 places short.
The conclusion is clear:
We have to do things differently.
In October, I appointed David Gauke to lead an independent review of sentencing.
He has been ably supported by a panel that draws together expertise from across the criminal justice system.
I cannot and will not get ahead of their recommendations.
But let me be clear about the task that they have been set.
The sentencing review must ensure there is always space in prison for dangerous offenders.
To achieve this, the panel will have to recommend a reduction in the length of some custodial sentences…
And an expansion of punishment outside prison, for those offenders who can be managed in the community.
At the same time, I have set David a clear condition:
We must protect the public in whatever measures we pursue.
Too often today, our prisons do the opposite.
They create better criminals and not better citizens…
With 80% of offenders now reoffenders.
Across the world, there are models that we can learn from.
David and I both visited Texas earlier this year.
There, offenders who comply with a strict regime earn an earlier release…
While those who behave badly are locked up for longer.
Crime there is now at a 50-year low, reoffending is down, and the prison population is under control.
Meanwhile, technology – both existing and emerging – clearly has the potential to transform community punishment.
A study published last week shows our radio frequency tagging is cutting reoffending by around 20 percent.
And emerging technology presents us with further opportunities.
We are entering a world where tech has the potential to impose a digital prison outside of prison, surveilling offenders even more closely than they can be watched in jail.
To make our streets safer, we must seize on these opportunities.
While the Sentencing Review offers us our path to ending the capacity crisis in our prisons, for good, it will take time to take effect.
The impact of sentencing reforms will not be felt before Spring next year.
On our current trajectory, hitting zero capacity in November, we simply do not have that time.
There will be no return to the releases we saw late last year.
But I have always been clear that, if further measures are required, I am willing to take them.
Today, I am announcing a measure that will target the recall population, which has more than doubled in seven years.
We will bring legislation in the coming weeks that means those serving sentences of between one and four years can only be returned to prison for a fixed, 28-day period.
Some offenders will be excluded from this measure…
Including any offender who has been recalled for committing a serious further offence.
We also exclude those who are subject to higher levels of risk management by multiple agencies, where the police, prisons and probation services work together.
This measure builds on previous legislation introduced by the last Government, who mandated 14-day recalls for those serving sentences of under a year.
And, crucially, it buys us the time we need to introduce the sentencing reforms that – alongside our record prison building plans – will end the crisis in our prisons for good.
The consequences of failing to act are unthinkable, but they must be understood.
If our prisons overflow…
Courts cancel trials…
Police halt their arrests…
Crime goes unpunished…
And we reach a total breakdown of law and order.
I was confronted by that prospect when I took office.
I am confronted by it again now.
But I will never let it happen.
This Government is building new prisons, more than any other in the modern era.
But we are also facing into the fact that we cannot just build our way out of this crisis.
This Government will do whatever it takes to ensure we never run out of prison places again.
Source: GlobeNewswire (MIL-OSI)
COFACE SA: Combined Shareholders’ General Meeting of 14 May 2025 approved all the proposed resolutions
Paris, 14 May 2025 – 17.45
The Combined Shareholders’ General Meeting of COFACE SA was held on 14 May 2025 at the Company’s headquarters in Bois-Colombes, and it was chaired by Mr Bernardo Sanchez Incera, Chairman of the Board of Directors.
All the proposed resolutions were adopted by COFACE SA’s shareholders, including the payment of a dividend of €1.40 per share for the 2024 financial year with the coupon date set at 20 May 2025, and the payment date at 22 May 2025.
All documents related to this General Meeting are available on COFACE SA institutional website (www.coface.com) and more precisely under “Investors/General Assembly”.
The resolution voting results are online at:
https://www.coface.com/investors/regulated-information/documents-relating-to-the-general-assembly
CONTACTS
ANALYSTS / INVESTORS
Thomas JACQUET: +33 1 49 02 12 58 – thomas.jacquet@coface.com
Rina ANDRIAMIADANTSOA: +33 1 49 02 15 85 – rina.andriamiadantsoa@coface.com
MEDIA RELATIONS
Saphia GAOUAOUI: +33 1 49 02 14 91 – saphia.gaouaoui@coface.com
Adrien BILLET: +33 1 49 02 23 63 – adrien.billet@coface.com
FINANCIAL CALENDAR 2025
(subject to change)
H1-2025 results: 31 July 2025 (after market close)
9M-2025 results: 3 November 2025 (after market close)
FINANCIAL INFORMATION
This press release, as well as COFACE SA’s integral regulatory information, can be found on the Group’s website: http://www.coface.com/Investors
For regulated information on Alternative Performance Measures (APM), please refer to our Interim Financial Report for H1-2024 and our 2024 Universal Registration Document (see part 3.7 “Key financial performance indicators”).
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COFACE: FOR TRADE COFACE SA is quoted in Compartment A of Euronext Paris |
DISCLAIMER – Certain declarations featured in this press release may contain forecasts that notably relate to future events, trends, projects or targets. By nature, these forecasts include identified or unidentified risks and uncertainties, and may be affected by many factors likely to give rise to a significant discrepancy between the real results and those stated in these declarations. Please refer to chapter 5 “Main risk factors and their management within the Group” of the Coface Group’s 2024 Universal Registration Document filed with AMF on 5 April 2024 under the number D.25-0227 in order to obtain a description of certain major factors, risks and uncertainties likely to influence the Coface Group’s businesses. The Coface Group disclaims any intention or obligation to publish an update of these forecasts, or provide new information on future events or any other circumstance.
Attachment
Source: The Conversation (Au and NZ) – By John Long, Strategic Professor in Palaeontology, Flinders University
The emergence of four-legged animals known as tetrapods was a key step in the evolution of many species today – including humans.
Our new discovery, published today in Nature, details ancient fossil footprints found in Australia that upend the early evolution timeline of all tetrapods. It also suggests major parts of the story could have played out in the southern supercontinent of Gondwana.
This fossil trackway whispers that we have been looking for the origin of modern tetrapods in the wrong time, and perhaps the wrong place.
Tetrapods originated a long time ago in the Devonian period, when strange lobe-finned fishes began to haul themselves out of the water, probably around 390 million years ago.
This ancestral stock later split into two main evolutionary lines. One led to modern amphibians, such as frogs and salamanders. The other led to amniotes, whose eggs contain amniotic membranes protecting the developing foetus.
Today, amniotes include all reptiles, birds and mammals. They are by far the most successful tetrapod group, numbering more than 27,000 species of reptiles, birds and mammals.
They have occupied every environment on land, have conquered the air, and many returned to the water in spectacularly successful fashion. But the fossil record shows the earliest members of this amniote group were small and looked rather like lizards. How did they emerge?
The oldest known tetrapods have always been thought to be primitive fish-like forms like Acanthostega, barely capable of moving on land.
Most scientists agree amphibians and amniotes separated at the start of the Carboniferous period, about 355 million years ago. Later in the period, the amniote lineage split further into the ancestors of mammals and reptiles-plus-birds.
Now, this tidy picture falls apart.
Key to our discovery is a 35 centimetre wide sandstone slab from Taungurung country, near Mansfield in eastern Victoria.
The slab is covered with the footprints of clawed feet that can only belong to early amniotes, most probably reptiles. It pushes back the origin of the amniotes by at least 35 million years.
Despite huge variations in size and shape, all amniotes have certain features in common. For one, if we have limbs with fingers and toes, these are almost always tipped with claws – or nails, in the case of humans.
In other tetrapod groups, real claws don’t occur. Even claw-like, hardened toe tips seen in some amphibians are extremely rare.
Claws usually leave obvious marks in footprints, providing a clue to whether a fossil footprint was made by an amniote.
The previous oldest fossil record of reptiles is based on footprints and bones from North America and Europe around 318 million years ago.
The oldest record of reptile-like tracks in Europe is from Silesia in Poland, a new discovery also revealed in our paper. They are around 328 million years old.
However, the Australian slab is much older than that, dated to between 359 and 350 million years old. It comes from the earliest part of the Carboniferous rock outcropping along the Broken River (Berrepit in the Taungurung language of the local First Nations people).
This area has long been known for yielding many kinds of spectacular fossil fishes that lived in lakes and large rivers. Now, for the first time, we catch a glimpse of life on the riverbank.
Two trackways of fossil footprints cross the slab’s upper surface, one of them overstepping an isolated footprint facing the opposite direction. The surface is covered with dimples made by raindrops, recording a brief shower just before the footprints were made. This proves the creatures were moving about on dry land.
All the footprints show claw marks, some in the form of long scratches where the foot has been dragged along.
The shape of the feet matches that of known early reptile tracks, so we are confident the footprints belong to an amniote. Our short animation below gives a reconstruction of the ancient environment around Mansfield 355 million years ago, and shows how the tracks were made.
This find has a massive impact on the origin timeline of all tetrapods.
If amniotes had already evolved by the earliest Carboniferous, as our fossil shows, the last common ancestor of amniotes and amphibians has to lie much further back in time, in the Devonian period.
We can estimate the timing of the split by comparing the relative lengths of different branches in DNA-based family trees of living tetrapods. It suggests the split took place in the late Devonian, maybe as far back as 380 million years ago.
This implies the late Devonian world was populated not just by primitive fish-like tetrapods, and intermediate “fishapods” like the famous Tiktaalik, but also by advanced forms including close relatives of the living lineages. So why haven’t we found their bones?
The location of our slab provides a clue.
All other records of Carboniferous amniotes have come from the northern hemisphere ancient landmass called Euramerica that incorporated present-day North America and Europe. Euramerica also produced the great majority of Devonian tetrapod fossils.
The new Australian fossils come from Gondwana, a gigantic southern continent that also contained Africa, South America, Antarctica and India.
In all of this vast landmass, which stretched from the southern tropics down across the South Pole, our little slab is currently the only tetrapod fossil from the earliest part of the Carboniferous.
The Devonian record is scarcely much better. The Gondwana fossil record of early tetrapods is shockingly incomplete, with enormous gaps that could conceal – well, just about anything.
This find now raises a big evolutionary question. Did the first modern tetrapods, our own distant ancestors, emerge in the temperate Devonian landscapes of southern Gondwana, long before they spread to the sun-baked semi-deserts and steaming swamps of equatorial Euramerica?
It’s quite possible. Only more fieldwork, bringing to light new discoveries of Devonian and Carboniferous fossils from the old Gondwana continents, might one day answer that question.
We acknowledge the Taungurung people of Mansfield area where this scientific work has taken place.
John Long receives funding from the Australian Research Council.
Grzegorz Niedzwiedzki receives funding from the Swedish Research Council and the European Research Council.
Per Ahlberg receives funding from the European Research Council and the Knut & Alice Wallenberg Foundation.
– ref. Two lizard-like creatures crossed tracks 355 million years ago. Today, their footprints yield a major discovery – https://theconversation.com/two-lizard-like-creatures-crossed-tracks-355-million-years-ago-today-their-footprints-yield-a-major-discovery-254301
Source: The Conversation (Au and NZ) – By Roy M. Farman, Adjunct Associate Lecturer, School of Biological, Earth and Environmental Sciences, UNSW Sydney
Australian tree frogs today make up over one third of all known frog species on the continent. Among this group, iconic species such as the green tree frog (Litoria caerulea) and the green and golden bell frog (Litoria aurea), are both beloved for their vivid colours and distinctive calls.
In the Early Eocene epoch, 55 million years ago, Australia’s tree frogs were hopping across the Australian continent from one billabong to the next through a forested corridor that also extended back across Antarctica to South America. These were the last remnants of ancient supercontinent Gondwana.
In new research published today in the Journal of Vertebrate Paleontology, we identify Australia’s earliest known species of tree frog – one that once hopped and croaked around an ancient lake near the town of Murgon in south-eastern Queensland.
This research demonstrates tree frogs were present in Australia 30 million years earlier than previously thought, living alongside Australia’s earliest known snakes, songbirds and marsupials.
Tree frogs (Pelodryadidae) have expanded discs on their fingers and toes enabling them to climb trees. Despite their name, however, they are known to occupy a wide range of habitats, from fast-flowing streams to ephemeral ponds.
Australia’s previously earliest tree frogs were recovered from Late Oligocene (about 26 million years old) and Early Miocene (23 million years old) fossil deposits. Late Oligocene frog fossils were found at Kangaroo Well in the Northern Territory and Lake Palankarinna in South Australia. They were also recently found in many deposits from the Riversleigh World Heritage Area in Queensland.
It has long been known that South American tree frogs and Australian tree frogs shared a common Gondwanan ancestor. What is unknown is when this common ancestor lived.
Based on some molecular data, it has been estimated that the two groups separated from this common ancestor as recent as 32.9 million years ago.
Our new study was based on frog fossils from a deposit near the town of Murgon, located on the traditional lands of the Waka Waka people of south-eastern Queensland. These fossils accumulated some 55 million years ago. This was between the time when a colossal meteorite took out the non-flying dinosaurs and the time when Australia broke free from the rest of Gondwana to become an isolated continent.
As well as ancient frog fossils, the Early Eocene freshwater clay deposit also contains fossils of ancient bats, marsupials, snakes, non-marine birds and potentially the world’s oldest songbirds.
We used CT scans of frogs preserved in ethanol from Australian museum collections to compare the three-dimensional shape of the fossil bones with those of living species. This method is called three-dimensional geometric morphometrics. It has only been used on fossil frogs once before.
Using these new methods, we can unravel the relationships of these fossils to all other groups of frogs – both living and extinct.
From its diagnostic ilium (one of three paired pelvic bones), we identified a new species of Litoria from the family Pelodryadidae. We named this species Litoria tylerantiqua in honour of the late Michael Tyler, a renowned Australian herpetologist globally celebrated for his research on frogs and toads.
Litoria tylerantiqua joins the only other Murgon frog discovered so far, the ground-dwelling Platyplectrum casca, as the oldest frogs known from Australia. Both species have living relatives in Australia and New Guinea. This demonstrates the remarkable resilience over time of some of Australia’s most fragile creatures.
Our new research provides crucial new understanding that helps to calibrate molecular clock studies. This is a method scientists use to estimate when different species split from a common ancestor based on the calculated rate of genetic change over time.
Our research indicates the separation of Australian tree frogs and South American tree frogs is at minimum 55 million years ago. This pushes back the estimated molecular separation time for these groups by 22 million years.
Unravelling the deep-time changes in the diversity and evolution of the ancestors of today’s living animals can provide important new insights into the way these groups have responded in the past to previous challenges. These challenges include former natural cycles of climate change.
The more we know about the fossil record, the more likely we will better anticipate future responses to similar challenges, including human-induced climate change.
This is especially important for critically endangered species such as the Southern Corroboree Frog and Baw Baw Frog. Now restricted to alpine habitats in New South Wales and Victoria, they are at serious risk of extinction due to global warming.
Roy M. Farman received funding from the Research Training Program through the University of New South Wales.
Mike Archer has received funding from the Australian Research Council, the Australian Geographic Society, the National Geographic Society, the Riversleigh Society Inc and private funding from Phil Creaser (the CREATE Fund in UNSW), K. and M. Pettit, D. and A. Jeanes and other benefactors.
– ref. Newly discovered frog species from 55 million years ago challenges evolutionary tree – https://theconversation.com/newly-discovered-frog-species-from-55-million-years-ago-challenges-evolutionary-tree-256573
Source: United Kingdom London Metropolitan Police
UPDATE On Wednesday, 14 May, a warrant of further detention was obtained at Westminster Magistrates’ Court, meaning the man can be detained for an additional 36 hours.
+++
A man arrested in connection with a series of arson attacks remains in police custody.
The 21-year-old was arrested in the early hours of Tuesday, 13 May on suspicion of arson with intent to endanger life.
He was arrested at an address in Sydenham.
The man was taken to a London police station, where he currently remains in police custody.
The arrest relates to three incidents.
On Monday, 12 May at 01:35hrs, police were alerted by the London Fire Brigade to reports of a fire at a residential address in NW5.
Officers attended the scene. Damage was caused to the property’s entrance, nobody was hurt.
As a precaution and due to the property having previous connections with a high-profile public figure, officers from the Met’s Counter Terrorism Command are leading the investigation into this fire. Enquiries are ongoing to establish what caused it.
The investigation team are also considering two other incidents – a vehicle fire in NW5 on Thursday, 8 May and a fire at the entrance of a property in N7 on Sunday, 11 May – and are investigating whether they may be linked to the fire in NW5 on 12 May.
All three fires are being treated as suspicious at this time, and enquiries remain ongoing.
Commander Dominic Murphy, Head of the Met’s Counter Terrorism Command, said: “We are working at pace and continue to explore various lines of enquiry to establish the cause of the fires, and any potential motivation for these. A key line of enquiry is whether the fires are linked due to the two premises and the vehicle all having previous links to the same high-profile public figure.
“We recognise that this investigation may cause concern to other public figures – particularly MPs. The protection of MPs is something we take extremely seriously across the whole of policing and I would encourage any MP who is concerned about their own safety to get in touch with their dedicated local Operation Bridger officer, who can provide further advice and support.
“In the meantime, our investigation remains ongoing and we will continue to work closely with local officers in the areas affected. Residents can expect to see an increased police presence in those areas over the coming days, but if anyone has concerns, then please speak with a local officer, or call us.”
Anyone with information that could assist the investigation should call police on 101 quoting CAD 441/12 May.
We would ask the public to remain vigilant and if they see or hear anything that doesn’t look or feel right, then to report it to police – either by calling police, in confidence, on 0800 789 321 or via www.gov.uk/ACT
In an emergency, always dial 999.
Source: Government of Canada News (2)
May 14, 2025
Ottawa, Ontario
The Canada Border Services Agency (CBSA) reminds travellers to plan ahead when crossing the border over the upcoming Victoria Day and the U.S. Memorial Day long weekends.
Every day, the CBSA works hard to protect Canadians, support the economy and ensure the safe and efficient movement of people and goods across the border. In 2024, we welcomed over 93.4 million travellers, stopped over 34,400 kg of illegal drugs from entering our communities and kept more than 17,200 weapons and 930 firearms off our streets.
The CBSA plans and prepares for long weekends and summer travel. We monitor traveller volumes and prioritize efficient processing of travellers at land ports of entry and at international airports, without compromising safety and security. If you encounter wait times at the border, it is likely because we are working behind the scenes to conduct examinations, seize drugs, firearms or stolen vehicles or prevent high-risk individuals from entering Canada.
Here are some travel tips to help you plan for your trip:
We encourage you to read and follow all of our travel tips before arriving at the border.
Not sure? Ask a CBSA officer. The best way to save time is to be open and honest with the border services officer. If you are not sure about what to declare, don’t hesitate to ask!
For more information, visit the CBSA website or call us at 1-800-461-9999.
Source: United States House of Representatives – Congressman Gregory W Meeks (5th District of New York)
WASHINGTON, D.C. – Congressman Gregory W. Meeks (NY-05) joined 14 of his Democratic colleagues in the New York Congressional delegation in sending a letter to Secretary Doug Collins of the U.S. Department of Veteran Affairs (VA), to strongly oppose the proposed staffing cuts and budget changes to the agency that will threaten the well-being of those who have served the nation. Standing united with his peers, Rep. Meeks demands that Secretary Collins immediately reverse course on his plans to reshape the VA to the detriment of our veterans.
“Veterans hospitals play a critical role in supporting individuals who served our country,” Congressman Meeks said. “These facilities are not just places for medical treatment, they serve as lifelines providing specialized care tailored to the unique needs of veterans. It is unfathomable that the Trump Administration is willing to cut the budget and scale back on the trained professionals who understand what patients are going through and can offer effective treatment to our war heroes.”
With plans to downsize the workforce by over 15%, proposed cuts will force veterans to withstand longer appointment wait times, benefit delays, and reduced patient-provider interactions. As healthcare, housing, and other veteran services continue to be defunded and stripped of support, these existing struggles will only be exacerbated following the implementation of Secretary Collins’ proposed changes. The lawmakers argue that these mass firings would threaten the department’s fundamental purpose—to provide veterans with timely, quality, equitable, and individual-centered healthcare, benefits, and housing resources.
The St. Albans VA Medical Center stands in New York’s 5th congressional district, providing veterans with primary and specialty healthcare services. Proposed cuts will threaten the accessibility of timely and comprehensive healthcare for constituents of the 5th District. Congressman Meeks condemns this looming threat and urges Secretary Collins to consider the consequences of his proposed changes to the VA to protect our veteran residents and those across the country who deserve efficient and stable support.
A total of 15 lawmakers signed the letter. In addition to Rep. Meeks, the following members joined in signing: Representatives Yvette Clarke (NY-09), Alexandria Ocasio-Cortez (NY-14), Adriano Espaillat (NY-13), Daniel Goldman (NY-10), Timothy Kennedy (NY-26), George Latimer (NY-16), John Mannion (NY-22), Grace Meng (NY-06), Joseph Morelle (NY-25), Jerrold Nadler (NY-12), Josh Riley (NY-19), Paul Tonko (NY-20), Ritchie Torres (NY-15), and Nydia Velázquez (NY-07).
Full text of the letter is provided below:
Dear Secretary Collins:
We write as Members of the New York Congressional delegation to strongly oppose the proposed staffing cuts and benefits changes to the U.S. Department of Veterans Affairs’ (VA) that threaten the well-being of those who have bravely served our nation. This proposal would cut 80,000 employees – over 15% of the VA’s total workforce – who help provide health care, housing, and other services to our veterans,[1] including more than a quarter of whom are veterans themselves.[2] We urge you to immediately reverse course on the proposed firings and ensure that the more than 688,000 veterans in New York State receive timely care, benefits, and peace of mind.
VHA facilities reported a total of 2,959 severe occupational staffing shortages nationwide in fiscal year 2024. New York facilities reported at least 143 severe staffing shortages.[3] New York’s VA facilities have already suffered after the dismissal of more than 1,000 probationary employees nationwide.[4]
These shortages and firings have directly affected care quality by leading to reduced patient-provider interaction, longer wait times for appointments, delays in benefits, and increased workloads for existing staff. Ultimately, these conditions compromise the level of care veterans receive. In February, the Castle Point VA in the Hudson Valley temporarily closed due to inadequate staffing, with employees citing the federal hiring freeze as a key roadblock to getting the providers needed for the community.[5] At the Bronx VA, 20-year veteran Luke Graziani was abruptly fired weeks before his probationary period ended, leaving a vacuum in internal and external communications for the facility. While we are glad to see Mr. Graziani reinstated, the chaos and recklessness of these actions have created a widespread atmosphere of fear and instability across the state.[6]
The PACT Act was transformational legislation that expanded eligibility for VA healthcare and benefits for veterans with toxic exposures during their military service. Since passage, over 796,000 veterans have enrolled in VA healthcare with over 4.8 million claims received.[7] To handle the surge in veterans becoming eligible for care, the VA needed to hire more employees to process claims, provide healthcare, and manage the expanded services. Cutting VA employee levels back to pre-PACT Act levels would be detrimental to veterans’ care and benefits, leading to longer wait times for appointments, claims processing, increased costs in care, and a significant decrease in mental health services.[8]
The New York Congressional delegation has consistently fought for public, high-quality, accessible health care for our veterans. In New York, we have worked to keep facilities open, expand services, and fight for critical investments to ensure our veterans receive the care they deserve. These firings will threaten the agency’s core mission to provide quality healthcare, timely delivery of benefits, and housing resources for our veterans. It is the federal government’s responsibility to “honor the contract,” – we must honor that commitment by providing the care, benefits, and opportunities every veteran has earned through their sacrifice.
As Members of the New York Congressional delegation, we stand united in demanding that the administration reverse course on your proposed staffing and benefits cuts that will cripple the livelihoods of our veteran constituents.
###
Source: The Conversation (Au and NZ) – By Michelle Grattan, Professorial Fellow, University of Canberra
Australia’s productivity performance has stagnated for years, and Treasurer Jim Chalmers has declared addressing this is a second term priority.
“Productivity” is now an added part of the remit of Assistant Minister Andrew Leigh, along with his responsibility for competition, charities and Treasury matters.
It’s an area to which Leigh brings some expertise. He is a former professor of economics at the Australian National University and has a PhD in Public Policy from Harvard Kennedy School.
He joins us to discuss productivity and more.
On the concept of productivity, Leigh outlines some common misconceptions.
A lot of people think of productivity as being working longer or working harder, rather than working smarter.
Really, productivity should be how much you can produce per hour, not how much you can produce per year, because I don’t think any of us feel productive if we’re forced to work at night and the weekend when we don’t want to. Improving the way in which we use technology can be important to that.
On why it has taken government so long to boost productivity, Leigh says:
The measures tend to be lagging. And it’s about changing the structure of businesses, and sometimes that takes a while to take effect. So, for example in the computer revolution, you don’t immediately see that showing up in the productivity statistics. Same story for electrification a couple of generations earlier.
These so-called general purpose technologies take a while before work is revamped around them. So too we can have problems that take a while to embed themselves, and then it can take a while to get out.
On emerging artificial intelligence technology, Leigh, while aware of the concerns, says there’s great potential:
I think we’re all concerned about the implications for privacy. I think there are reasons to be concerned about the potential anti-competitive aspects if the AI engines consolidate over coming years. But it’s also very clear that this is a technology with great potential to take away drudge parts of our jobs and allow people to focus on the most stimulating types.
There are invariably job impacts of any technology that comes along, and artificial intelligence is no different from that. We don’t tend to be very good as economists at forecasting precisely where the jobs of the future will come and where they’ll go, but we do know that it’ll have an impact, and this is potentially as big a general purpose technology as any of the others that we’ve seen in the past.
As a member of parliament from the Australian Capital Territory, Leigh remains keen that both territories get more representation in the Senate.
I think the ACT [and] the Northern Territory send representatives of strong calibre to the federal parliament. And having more representation for the territories would be a great thing.
To have more ACT senators, I think, would be a terrific thing. We saw in the last election a pretty ferocious attack from the conservatives on Canberra, and so having more voices in the federal parliament standing up for the ACT would be great.
Michelle Grattan does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.
– ref. Politics with Michelle Grattan: Andrew Leigh on more productive work in the age of AI – https://theconversation.com/politics-with-michelle-grattan-andrew-leigh-on-more-productive-work-in-the-age-of-ai-256685
Source: GlobeNewswire (MIL-OSI)
LONG ISLAND, NY, May 14, 2025 (GLOBE NEWSWIRE) — TruGolf Links Franchising, LLC (“TruGolf”), wholly owned by TruGolf Holdings, Inc. (Nasdaq: TRUG), the leading provider of golf simulator software and hardware, announced today the signing of its newest franchisee, Giovanni “Gio” Dinsay. With over 27 years of experience in physical therapy and rehabilitation, Gio has built a reputation as a visionary in the wellness space. His private practice, founded 17 years ago, has grown from a single location to 20 high-performing outpatient clinics on Long Island and in Queens. Known for his deep connections within the orthopedic and chiropractic communities, Gio brings a trusted voice and proven leadership to TruGolf Links’ strategic expansion with the first presence in New York.
“I’ve always looked for innovative ways to support physical health and performance,” said Dinsay. “Partnering with TruGolf Links allows me to bring that philosophy into an entirely new arena—one that aligns performance, recreation, and rehabilitation in a powerful way.”
TruGolf Links, known for delivering immersive, high-tech golf simulator experiences, is expanding nationwide through a network of experienced entrepreneurs like Gio. His business acumen, local market expertise, and passion for helping others achieve their best make him the ideal partner to introduce and grow the TruGolf Links presence in Long Island.
“We’re excited to welcome Gio to the TruGolf Links family,” said Dr. Ben Litaien, CFE, Chief Development Officer at TruGolf Links. “His proven track record in scaling a successful business and his deep roots in the Long Island community make him a tremendous asset to our team.”
TruGolf Links is transforming the way golf is played, practiced, and enjoyed with state-of-the-art indoor golf simulators that blend realism, technology, and accessibility. With proprietary software, precision tracking systems, and immersive course simulations, TruGolf Links provides a best-in- class experience for everyone—from beginners to PGA professionals. In addition to recreation, TruGolf simulators are also being integrated into health, wellness, and performance training environments, helping individuals improve posture, coordination, strength, and range of motion through the game of golf.
“We started TruGolf Links because of our passion for golf any time of the year,” said Chris Jones, founder and CEO of TruGolf, Inc. “We need to ensure both owner-operators and investors are supported, and we’ve developed an innovative approach to achieve this by offering a variety of growth paths. We are thrilled to officially hit the ground running with our first-ever franchisee to deliver our tech-forward vision to golfers everywhere.”
The company is rapidly expanding across the U.S. through a regional developer model, partnering with high-level entrepreneurs and professionals who are aligned with its vision of bringing golf indoors to more communities, more often. The regional developer franchise allows them to build a network of franchise locations in their territory and participate in the revenues generated. The regional developer franchisees are also offered a reseller agreement to represent the full line of TruGolf products in their territory, a unique and unparalleled opportunity.
For more information about TruGolf Links, visit www.trugolflinks.com or contact Andrew Johnson, Vice President of Franchising at andrewj@trugolflinks.com. Connect on the brand’s social pages by visiting https://www.linkedin.com/company/trugolflinks and/or https://www.facebook.com/trugolflinks/.
About TruGolf, Inc.
Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf’s mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology – because TruGolf believes Golf is for Everyone. TruGolf’s team has built award- winning video games (“Links”), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology.
About TruGolf Links Franchising
While the company offers individual franchises, the focus of its expansion efforts is with Regional Developers who acquire a territory of 1M or more in population, open a flagship location within that territory, then develop the territory with additional units they own or with independent franchisees. Regional Developers are compensated for attracting franchisees and providing support locally to all TruGolf Links locations within their territory. For more information about TruGolf Links franchise program, visit: www.trugolflinks.com/franchising.
| CONTACTS: | Brenner Adams |
| b@trugolf.com | |
| (801) 298-1997 | |
| trugolflinks.com |
Attachment
Source: The Conversation – Global Perspectives – By Peter Draper, Professor, and Executive Director: Institute for International Trade, and Jean Monnet Chair of Trade and Environment, University of Adelaide
Defying expectations, the United States and China have announced an important agreement to de-escalate bilateral trade tensions after talks in Geneva, Switzerland.
The good news is their recent tariff increases will be slashed. The US has cut tariffs on Chinese imports from 145% to 30%, while China has reduced levies on US imports from 125% to 10%. This greatly eases major bilateral trade tensions, and explains why financial markets rallied.
The bad news is twofold. First, the remaining tariffs are still high by modern standards. The US average trade-weighted tariff rate was 2.2% on January 1 2025, while it is now estimated to be up to 17.8%. This makes it the highest tariff wall since the 1930s.
Overall, it is very likely a new baseline has been set. Bilateral tariff-free trade belongs to a bygone era.
Second, these tariff reductions will be in place for 90 days, while negotiations continue. Talks will likely include a long list of difficult-to-resolve issues. China’s currency management policy and industrial subsidies system dominated by state-owned enterprises will be on the table. So will the many non-tariff barriers Beijing can turn on and off like a tap.
China is offering to purchase unspecified quantities of US goods – in a repeat of a US-China “Phase 1 deal” from Trump’s first presidency that was not implemented. On his first day in office in January, amid a blizzard of executive orders, Trump ordered a review of that deal’s implementation. The review found China didn’t follow through on the agriculture, finance and intellectual property protection commitments it had made.
Unless the US has now decided to capitulate to Beijing’s retaliatory actions, it is difficult to see the US being duped again.
Failure to agree on these points would reveal the ugly truth that both countries continue to impose bilateral export controls on goods deemed sensitive, such as semiconductors (from the US to China) and processed critical minerals (from China to the US).
Moreover, in its so-called “reciprocal” negotiations with other countries, the US is pressing trading partners to cut certain sensitive China-sourced goods from their exports destined for US markets. China is deeply unhappy about these US demands and has threatened to retaliate against trading partners that adopt them.
Overall, the announcement is best viewed as a truce that does not shift the underlying structural reality that the US and China are locked into a long-term cycle of escalating strategic competition.
Read more:
Why Trump fails to understand China’s trade war tactics, and what his negotiators should be reading
That cycle will have its ups (the latest announcement) and downs (the tariff wars that preceded it). For now, both sides have agreed to announce victory and focus on other matters.
For the US, this means ensuring there will be consumer goods on the shelves in time for Halloween and Christmas, albeit at inflated prices. For China, it means restoring some export market access to take pressure off its increasingly ailing economy.
As neither side can vanquish the other, the likely long-term result is a frozen conflict. This will be punctuated by attempts to achieve “escalation dominance”, as that will determine who emerges with better terms. Observers’ opinions on where the balance currently lies are divided.
Along the way, and to use a quote widely attributed to Winston Churchill, to “jaw-jaw is better than to war-war”. Fasten your seat belts, there is more turbulence to come.
Significantly, the US has not (so far) changed its basic goals for all its bilateral trade deals.
Its overarching aim is to cut the goods trade deficit by reducing goods imports and eliminating non-tariff barriers it says are “unfairly” prohibiting US exports. The US also wants to remove barriers to digital trade and investments by tech giants and “derisk” certain imports that it deems sensitive for national security reasons.
The agreement between the US and UK last week clearly reflects these goals in operation. While the UK received some concessions, the remaining tariffs are higher, at 10% overall, than on April 2 and subject to US-imposed import quotas. Furthermore, the UK must open its market for certain goods while removing China-originating content from steel and pharmaceutical products destined for the US.
For Washington’s Pacific defence treaty allies, including Australia, nothing has changed. Potentially difficult negotiations with the Trump administration lie ahead, particularly if the US decides to use our security dependencies as leverage to wring concessions in trade. Japan has already disavowed linking security and trade, and their progress should be closely watched.
The US has previously paused high tariffs on manufacturing nations in South-East Asia, particularly those used by other nations as export platforms to avoid China tariffs. Vietnam, Cambodia and others will face sustained uncertainty and increasingly difficult balancing acts. The economic stakes are higher for them.
They, like the Japanese, are long-practised in the subtle arts of balancing the two giants. Still, juggling ties with both Washington and Beijing will become the act of an increasingly high-wire trapeze artist.
The authors do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.
– ref. The US and China have reached a temporary truce in the trade wars, but more turbulence lies ahead – https://theconversation.com/the-us-and-china-have-reached-a-temporary-truce-in-the-trade-wars-but-more-turbulence-lies-ahead-256448
Source: GlobeNewswire (MIL-OSI)
NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Redfin (NASDAQ: RDFN), the technology-powered real estate brokerage, has selected Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, as its preferred SSP to power data-driven deals. Leveraging Magnite’s programmatic technology, Redfin can connect advertisers with exclusive real estate audiences at key moments in their home-buying journey.
Redfin Media uniquely connects brands with 46 million upwardly mobile customers at each stage of their buying journey. With a vast network including Redfin, Rent.com, ApartmentGuide.com and WalkScore.com, the partnership delivers national scale and hyper-local targeting in a brand safe environment. Using sophisticated intent signals, Redfin uniquely knows when people move, where they are going, and what type of home they are looking for, enabling marketers to reach high-value, hard-to-reach customers.
“As we build Redfin’s Commerce Media Network, we’re partnering with leading brands and platforms to connect high-intent homebuyers and movers with the right products and services at pivotal moments in their journey—creating meaningful value for both advertisers and consumers,” said Conny Mirza, General Manager of Digital Ads and Partnerships at Redfin.
“Our collaboration with Magnite gives us the tools to package and activate that opportunity through scalable, transparent programmatic solutions,” said Amit Grover, Head of Programmatic Partnerships at Redfin.
“Redfin is a trusted source for millions of homebuyers and renters and their insights provide advertisers with a unique opportunity to reach consumers at key decision-making moments,” said Ashley Wheeler, SVP, DV+ Platform at Magnite. “We’re excited to work closely with the Redfin team to enrich their omnichannel inventory and create more impactful advertising experiences.”
About Magnite
We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company. Publishers use our technology to monetize their content across all screens and formats including CTV, online video, display, and audio. The world’s leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile high Denver, historic London, colorful Singapore, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.
About Redfin
Redfin (www.redfin.com) is a technology-powered real estate company. We help people find a place to live with brokerage, rentals, lending, and title insurance services. We run the country’s #1 real estate brokerage site. Our customers can save thousands in fees while working with a top agent. Our home-buying customers see homes first with on-demand tours, and our lending and title services help them close quickly. Our rentals business empowers millions nationwide to find apartments and houses for rent. Since launching in 2006, we’ve saved customers more than $1.8 billion in commissions. We serve approximately 100 markets across the U.S. and Canada and employ over 4,000 people.
Media Contact:
Megan Hughes
mhughes@magnite.com
Investor Relations Contact:
Nick Kormeluk
nkormeluk@magnite.com
949-500-0003
Source: GlobeNewswire (MIL-OSI)
CHICAGO and MILWAUKEE and NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — YieldMax™ today announced distributions for the YieldMax™ Weekly Payers and Group A ETFs listed in the table below.
| ETF Ticker1 | ETF Name | Distribution Frequency | Distribution per Share | Distribution Rate2,4 | 30-Day SEC Yield3 |
ROC5 | Ex-Date & Record Date | Payment Date | |
| CHPY | YieldMax™ Semiconductor Portfolio Option Income ETF | Weekly | $0.3820 | – | – | 100.00% | 5/15/25 | 5/16/25 | |
| GPTY | YieldMax™ AI & Tech Portfolio Option Income ETF | Weekly | $0.2712 | 33.18% | 0.00% | 100.00% | 5/15/25 | 5/16/25 | |
| LFGY | YieldMax™ Crypto Industry & Tech Portfolio Option Income ETF | Weekly | $0.4747 | 61.54% | 0.00% | 100.00% | 5/15/25 | 5/16/25 | |
| QDTY | YieldMax™ Nasdaq 100 0DTE Covered Call ETF | Weekly | $0.2347 | 28.60% | 0.00% | 100.00% | 5/15/25 | 5/16/25 | |
| RDTY | YieldMax™ R2000 0DTE Covered Call ETF | Weekly | $0.2447 | 27.81% | 0.00% | 98.80% | 5/15/25 | 5/16/25 | |
| SDTY | YieldMax™ S&P 500 0DTE Covered Call ETF | Weekly | $0.2448 | 28.90% | 0.00% | 100.00% | 5/15/25 | 5/16/25 | |
| ULTY | YieldMax™ Ultra Option Income Strategy ETF | Weekly | $0.1059 | 87.93% | 0.00% | 100.00% | 5/15/25 | 5/16/25 | |
| YMAG | YieldMax™ Magnificent 7 Fund of Option Income ETFs | Weekly | $0.1998 | 65.64% | 70.00% | 94.77% | 5/15/25 | 5/16/25 | |
| YMAX | YieldMax™ Universe Fund of Option Income ETFs | Weekly | $0.1910 | 71.26% | 95.10% | 96.24% | 5/15/25 | 5/16/25 | |
| CRSH | YieldMax™ Short TSLA Option Income Strategy ETF | Every 4 weeks | $0.3153 | 75.37% | 1.81% | 97.39% | 5/15/25 | 5/16/25 | |
| FEAT | YieldMax™ Dorsey Wright Featured 5 Income ETF | Every 4 weeks | $1.4429 | 51.04% | 55.86% | 0.00% | 5/15/25 | 5/16/25 | |
| FIVY | YieldMax™ Dorsey Wright Hybrid 5 Income ETF | Every 4 weeks | $0.9723 | 32.71% | 38.10% | 0.00% | 5/15/25 | 5/16/25 | |
| GOOY | YieldMax™ GOOGL Option Income Strategy ETF | Every 4 weeks | $0.3449 | 37.15% | 3.52% | 81.91% | 5/15/25 | 5/16/25 | |
| OARK | YieldMax™ Innovation Option Income Strategy ETF | Every 4 weeks | $0.3118 | 51.21% | 3.10% | 94.42% | 5/15/25 | 5/16/25 | |
| SNOY | YieldMax™ SNOW Option Income Strategy ETF | Every 4 weeks | $1.3068 | 101.54% | 2.87% | 97.27% | 5/15/25 | 5/16/25 | |
| TSLY | YieldMax™ TSLA Option Income Strategy ETF | Every 4 weeks | $0.7600 | 105.58% | 3.27% | 97.90% | 5/15/25 | 5/16/25 | |
| TSMY | YieldMax™ TSM Option Income Strategy ETF | Every 4 weeks | $0.7880 | 65.94% | 3.43% | 95.70% | 5/15/25 | 5/16/25 | |
| XOMO | YieldMax™ XOM Option Income Strategy ETF | Every 4 weeks | $0.3976 | 38.87% | 3.42% | 85.39% | 5/15/25 | 5/16/25 | |
| YBIT | YieldMax™ Bitcoin Option Income Strategy ETF | Every 4 weeks | $0.8697 | 100.89% | 1.20% | 99.08% | 5/15/25 | 5/16/25 | |
| Weekly Payers & Group B ETFs scheduled for next week: CHPY GPTY LFGY QDTY RDTY SDTY UTLY YMAG YMAX BABO DIPS FBY GDXY JPMO MARO MRNY NVDY PLTY | |||||||||
Standardized Performance and Fund details can be obtained by clicking the ETF Ticker in the table above or by visiting us at www.yieldmaxetfs.com
Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted above. Performance current to the most recent month-end can be obtained by calling (833) 378-0717.
Note: DIPS, FIAT, CRSH, YQQQ and WNTR are hereinafter referred to as the “Short ETFs.”
Distributions are not guaranteed. The Distribution Rate and 30-Day SEC Yield are not indicative of future distributions, if any, on the ETFs. In particular, future distributions on any ETF may differ significantly from its Distribution Rate or 30-Day SEC Yield. You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero. Accordingly, the Distribution Rate and 30-Day SEC Yield will change over time, and such change may be significant.
Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).
| 1 | All YieldMax™ ETFs shown in the table above (except YMAX, YMAG, FEAT, FIVY and ULTY) have a gross expense ratio of 0.99%. YMAX, FEAT have a Management Fee of 0.29% and Acquired Fund Fees and Expenses of 0.99% for a gross expense ratio of 1.28%. YMAG has a management fee of 0.29% and Acquired Fund Fees and Expenses of 0.83% for a gross expense ratio of 1.12%. FIVY has a Management Fee of 0.29% and Acquired Fund Fees and Expenses of 0.59% for a gross expense ratio of 0.88%. “Acquired Fund Fees and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies, namely other YieldMax™ ETFs. ULTY has a gross expense ratio of 1.40%, and a net expense ratio after the fee waiver of 1.30%. The Advisor has agreed to a fee waiver of 0.10% through at least February 28, 2026. |
| 2 | The Distribution Rate shown is as of close on May 13, 2025. The Distribution Rate is the annual distribution rate an investor would receive if the most recent distribution, which includes option income, remained the same going forward. The Distribution Rate is calculated by annualizing an ETF’s Distribution per Share and dividing such annualized amount by the ETF’s most recent NAV. The Distribution Rate represents a single distribution from the ETF and does not represent its total return. Distributions may also include a combination of ordinary dividends, capital gain, and return of investor capital, which may decrease an ETF’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment. These Distribution Rates may be caused by unusually favorable market conditions and may not be sustainable. Such conditions may not continue to exist and there should be no expectation that this performance may be repeated in the future. |
| 3 | The 30-Day SEC Yield represents net investment income, which excludes option income, earned by such ETF over the 30-Day period ended April 31, 2025, expressed as an annual percentage rate based on such ETF’s share price at the end of the 30-Day period. |
| 4 | Each ETF’s strategy (except those of the Short ETFs) will cap potential gains if its reference asset’s shares increase in value, yet subjects an investor to all potential losses if the reference asset’s shares decrease in value. Such potential losses may not be offset by income received by the ETF. Each Short ETF’s strategy will cap potential gains if its reference asset decreases in value, yet subjects an investor to all potential losses if the reference asset increases in value. Such potential losses may not be offset by income received by the ETF. |
| 5 | ROC refers to Return of Capital. The ROC percentage is the portion of the distribution that represents an investor’s original investment. |
Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.
Important Information
This material must be preceded or accompanied by the prospectus. For all prospectuses, click here.
Tidal Financial Group is the adviser for all YieldMax™ ETFs.
THE FUND, TRUST, AND ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.
Risk Disclosures (applicable to all YieldMax ETFs referenced above, except the Short ETFs)
YMAX, YMAG, FEAT and FIVY generally invest in other YieldMax™ ETFs. As such, these two Funds are subject to the risks listed in this section, which apply to all the YieldMax™ ETFs they may hold from time to time.
Investing involves risk. Principal loss is possible.
Referenced Index Risk. The Fund invests in options contracts that are based on the value of the Index (or the Index ETFs). This subjects the Fund to certain of the same risks as if it owned shares of companies that comprised the Index or an ETF that tracks the Index, even though it does not.
Indirect Investment Risk. The Index is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the companies that comprise the Index but will be subject to declines in the performance of the Index.
Russell 2000 Index Risks. The Index, which consists of small-cap U.S. companies, is particularly susceptible to economic changes, as these firms often have less financial resilience than larger companies. Market volatility can disproportionately affect these smaller businesses, leading to significant price swings. Additionally, these companies are often more exposed to specific industry risks and have less diverse revenue streams. They can also be more vulnerable to changes in domestic regulatory or policy environments.
Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer periods.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.
New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.
Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.
Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX®, SNOW, ABNB, BABA, TSM, SMCI, PLTR, MARA, CVNA, HOOD), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.
Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Indirect Investment Risk. The Index is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way.
Risk Disclosures (applicable only to GPTY)
Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory, and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.
Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
Risk Disclosure (applicable only to MARO)
Digital Assets Risk: The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than the Fund. Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.
Risk Disclosures (applicable only to BABO and TSMY)
Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: The securities underlying BABO and TSMY are American Depositary Receipts (“ADRs”). Investment in ADRs may be less liquid than the underlying shares in their primary trading market.
Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.
Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting, and investor protection standards than U.S. issuers.
Risk Disclosures (applicable only to GDXY)
Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.
Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies.
The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX®), which subjects the Fund to some of the same risks as if it owned GDX®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.
Risk Disclosures (applicable only to YBIT)
YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.
Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.
Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.
Bitcoin ETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.
Risk Disclosures (applicable only to the Short ETFs)
Investing involves risk. Principal loss is possible.
Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.
Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer periods.
Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.
New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.
Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.
Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA, MSTR), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Risk Disclosures (applicable only to CHPY)
Semiconductor Industry Risk. Semiconductor companies may face intense competition, both domestically and internationally, and such competition may have an adverse effect on their profit margins. Semiconductor companies may have limited product lines, markets, financial resources or personnel. Semiconductor companies’ supply chain and operations are dependent on the availability of materials that meet exacting standards and the use of third parties to provide components and services.
The products of semiconductor companies may face obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Capital equipment expenditures could be substantial, and equipment generally suffers from rapid obsolescence. Companies in the semiconductor industry are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights would adversely affect the profitability of these companies.
Risk Disclosures (applicable only to YQQQ)
Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.
Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.
Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.
YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, or YieldMax™ ETFs.
© 2025 YieldMax™ ETFs
Source: GlobeNewswire (MIL-OSI)
ANDOVER, Mass., May 14, 2025 (GLOBE NEWSWIRE) — Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), a technology company that delivers mission-critical processing power to the edge, today introduced the first safety-certifiable, SOSA-aligned aviation mission computer, which will allow government and commercial organizations to field and modernize aircraft that support next-generation applications such as those enabled by 5G communications and artificial intelligence.
Mercury’s new ROCK3 is a DAL-certifiable, 3U OpenVPX mission computer that features Intel Core i7 safety-certifiable processors and delivers up to 20 times the performance of PowerPC-based aircraft computers. ROCK3 is purpose-built to support advanced, safety-critical applications for military and urban mobility aircraft including mission management, sensor fusion and processing, and surveillance. ROCK3’s open architecture allows customers to break vendor lock and eliminate stovepiped systems to enable greater application interoperability and deploy new capabilities faster and more cost-effectively.
ROCK3 leverages lessons learned from Mercury’s participation in the U.S. Army’s Aviation Mission Common Server (AMCS) program, which was intended to develop a single mission computing architecture for the Army’s rotorcraft fleet that would allow them to store, process, and transport data and serve as application network nodes across the battlespace.
“With ROCK3, current and next-generation aircraft can increase safety and survivability by leveraging advanced sensors and data fusion applications to give pilots more accurate and timely information to make decisions, identify targets, and avoid hazards,” said Roya Montakhab, Mercury’s SVP of Integrated Processing Solutions. “ROCK3 represents a new path for aviation organizations to field more affordable, scalable, interoperable, and sustainable avionics solutions using open architectures.”
Mercury’s ROCK3 features:
Mercury will be demonstrating a number of next-generation mission computing applications alongside industry partners at the Army Aviation Mission Solutions Summit 2025, May 14-16 in Nashville, Tenn. Demonstrations will be shown at Mercury (booth 779), Parry Labs (booth 2322), Elbit Systems (booth 978), Green Hills Software (booth 2621), and GTRI (booth 2911).
Mercury Systems – Innovation that matters®
Mercury Systems is a technology company that delivers mission-critical processing power to the edge, making advanced technologies profoundly more accessible for today’s most challenging aerospace and defense missions. The Mercury Processing Platform allows customers to tap into innovative capabilities from silicon to system scale, turning data into decisions on timelines that matter. Mercury’s products and solutions are deployed in more than 300 programs and across 35 countries, enabling a broad range of applications in mission computing, sensor processing, command and control, and communications. Mercury is headquartered in Andover, Massachusetts, and has more than 20 locations worldwide. To learn more, visit mrcy.com. (Nasdaq: MRCY)
Forward-Looking Safe Harbor Statement
This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the Company’s focus on enhanced execution of the Company’s strategic plan. You can identify these statements by the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of any U.S. federal government shutdown or extended continuing resolution, effects of geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. government’s interpretation of, federal export control or procurement rules and regulations, including tariffs, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company’s products, shortages in or delays in receiving components, supply chain delays or volatility for critical components, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements and impacts from any cyber or insider threat events, changes in tax rates or tax regulations, such as the deductibility of internal research and development, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, litigation, including the dispute arising with the former CEO over his resignation, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 28, 2024 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
INVESTOR CONTACT
Tyler Hojo
Vice President, Investor Relations
Tyler.Hojo@mrcy.com
MEDIA CONTACT
Turner Brinton
Senior Director, Corporate Communications
Turner.Brinton@mrcy.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0ff09fb6-764b-446f-8313-f3a16ad360bd
Source: GlobeNewswire (MIL-OSI)
PETAH-TIKVA, Israel, May 14, 2025 (GLOBE NEWSWIRE) — Global-e Online Ltd. (Nasdaq: GLBE) the platform powering global direct-to-consumer e-commerce, today reported financial results for the first quarter of 2025.
“We had another quarter of strong results, demonstrating our ability to grow fast even within macroeconomic turbulent times with Q1 results coming in at or above the midpoints across our guidance. While the market remains volatile with a higher level of uncertainty given the on-going global duty tariff dynamics, our pipeline is very active and we see increased interest in our services.”
We are also excited about the long term extension of our strategic partnership agreement with Shopify, which will allow us to take this partnership to the next level,” said Amir Schlachet, Founder and CEO of Global-e.”
Q1 2025 Financial Results
Recent Business Highlights
Q2 2025 and Full Year Outlook
Global-e is introducing second quarter guidance and is maintaining the full year guidance as follows:
Q2 2025 and Full Year Outlook
Global-e is introducing second quarter guidance and is maintaining the full year guidance as follows:
| Q2 2025 | FY 2025 | Previous FY 2025 | |||
| (in millions) | |||||
| GMV (1) | $1,387 – $1,427 | $6,190 – $6,490 | $6,190 – $6,490 | ||
| Revenue | $204 – $211 | $917 – $967 | $917 – $967 | ||
| Adjusted EBITDA (3) | $35 – $39 | $179 – $199 | $179 – $199 | ||
1 Gross Merchandise Value (GMV) is a key operating metric. See “Non-GAAP Financial Measures and Key Operating Metrics” for additional information regarding this metric.
2 Non-GAAP Gross profit and Non-GAAP gross margin are non-GAAP financial measures. See “Non-GAAP Financial Measures and Key Operating Metrics” for additional information regarding this metric.
3 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information regarding this metric, including the reconciliations to Operating Profit (Loss), its most directly comparable GAAP financial measure. The Company is unable to provide a reconciliation of Adjusted EBITDA to Operating Profit (Loss), its most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort because items that impact this GAAP financial measure are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, share-based compensation expenses. Such information may have a significant, and potentially unpredictable impact on the Company’s future financial results.
Conference Call Information:
Global-e will host a conference call at 8:00 a.m. ET on Wednesday, May 14, 2025.
The call will be available, live, to interested parties by dialing:
| United States/Canada Toll Free: | 1-800-717-1738 |
| International Toll: | 1-646-307-1865 |
A live webcast will also be available in the Investor Relations section of Global-E’s website at: https://investors.global-e.com/news-events/events-presentations
Approximately two hours after completion of the live call, an archived version of the webcast will be available on the Investor Relations section of the Company’s web site and will remain available for approximately 30 calendar days.
The press release with the financial results will be accessible on the Company’s Investor Relations website prior to the conference call.
Non-GAAP Financial Measures and Key Operating Metrics
To supplement Global-e’s financial information presented in accordance with generally accepted accounting principles in the United States of America, or GAAP, Global-e considers certain financial measures and key performance metrics that are not prepared in accordance with GAAP including:
Global-e also uses Gross Merchandise Value (GMV) as a key operating metric. Gross Merchandise Value or GMV is defined as the combined amount we collect from the shopper and the merchant for all components of a given transaction, including products, duties and taxes and shipping.
The aforementioned key performance indicators and non-GAAP financial measures are used, in conjunction with GAAP measures, by management and our board of directors to assess our performance, including the preparation of Global-e’s annual operating budget and quarterly forecasts, for financial and operational decision-making, to evaluate the effectiveness of Global-e’s business strategies, and as a means to evaluate period-to-period comparisons. These measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that these non-GAAP financial measures are appropriate measures of operating performance because they remove the impact of certain items that we believe do not directly reflect our core operations, and permit investors to view performance using the same tools that we use to budget, forecast, make operating and strategic decisions, and evaluate historical performance.
Global-e’s definition of Non-GAAP measures may differ from the definition used by other companies and therefore comparability may be limited. In addition, other companies may not publish these metrics or similar metrics. Furthermore, these metrics have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Thus, Non-GAAP measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
For more information on the non-GAAP financial measures, please see the reconciliation tables provided below. The accompanying reconciliation tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
Cautionary Note Regarding Forward Looking Statements
This press release contains estimates and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding our future strategy and projected revenue, GMV, Adjusted EBITDA and other future financial and operational results, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, the launch of large enterprise merchants, and our ongoing partnership with Shopify, are forward-looking statements. As the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Global-e believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Many factors could cause actual future events to differ materially from the forward-looking statements in this announcement, including but not limited to, our rapid growth and growth rates in recent periods may not be indicative of future growth; our ability to retain existing merchants and to attract new merchants; our ability to anticipate merchant needs or develop or integrate new functionality or enhance our existing platforms to meet those needs; the impact of imposed tariffs or other trade regulations on our business and financial results; our ability to implement and use artificial intelligence and machine learning technologies successfully; our ability to compete in our industry; our reliance on third-parties, including our ability to realize the benefits of any strategic alliances, joint ventures, or partnership arrangements and to integrate our platforms with third-party platforms; our ability to adapt our platform and services for the Shopify platforms; our ability to develop or maintain the functionality of our platforms, including real or perceived errors, failures, vulnerabilities, or bugs in our platforms; our history of net losses; our ability to manage our growth and manage expansion into additional markets and the introduction of new platforms and offerings; our ability to accommodate increased volumes during peak seasons and events; our ability to effectively expand our marketing and sales capabilities; our expectations regarding our revenue, expenses and operations; our ability to operate internationally; our reliance on third-party services, including third-party providers of cross-docking services and third-party data centers, in our platforms and services and harm to our reputation by our merchants’ or third-party service providers’ unethical business practices; our operation as a merchant of record for sales conducted using our platform; regulatory requirements and additional fees related to payment transactions through our e-commerce platforms could be costly and difficult to comply with; compliance and third-party risks related to anti-money laundering, anti-corruption, anti-bribery, regulations, economic sanctions and export control laws and import regulations and restrictions; our business’s reliance on the personal importation model; our ability to securely store personal information of merchants and shoppers; increases in shipping rates; fluctuations in the exchange rate of foreign currencies has impacted and could continue to impact our results of operations; our ability to offer high quality support; our ability to expand the number of merchants using our platforms and increase our GMV and to enhance our reputation and awareness of our platforms; our ability to adapt to emerging or evolving regulatory developments, changing laws, regulations, standards and technological changes related to privacy, data protection, data security and machine learning technology and generative artificial intelligence evolves; our role in the fulfilment chain of the merchants, which may cause third parties to confuse us with the merchants; our ability to establish and protect intellectual property rights; and our use of open-source software which may pose particular risks to our proprietary software technologies; our dependency on our executive officers and other key employees and our ability to hire and retain skilled key personnel, including our ability to enforce non-compete agreements we enter into with our employees; litigation for a variety of claims which we may be subject to; the adoption by merchants of a D2C model; our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing; our ability to maintain our corporate culture; our ability to maintain an effective system of disclosure controls and internal control over financial reporting; our ability to accurately estimate judgments relating to our critical accounting policies; changes in tax laws or regulations to which we are subject, including the enactment of legislation implementing changes in taxation of international business activities and the adoption of other corporate tax reform policies; requirements to collect sales or other taxes relating to the use of our platforms and services in jurisdictions where we have not historically done so; global events or conditions in individual markets such as financial and credit market fluctuations, war, climate change, and macroeconomic events; risks relating to our ordinary shares, including our share price, the concentration of our share ownership with insiders, our status as a foreign private issuer, provisions of Israeli law and our amended and restated articles of association and actions of activist shareholders; risks related to our incorporation and location in Israel, including risks related to the ongoing war and related hostilities; and the other risks and uncertainties described in Global-e’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 27, 2025 and other documents filed with or furnished by Global-e from time to time with the Securities and Exchange Commission (the “SEC”). The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
About Global-E Online Ltd.
Global-e (Nasdaq: GLBE) is the world’s leading platform enabling and accelerating global, Direct-To-Consumer e-commerce. The chosen partner of over 1,400 brands and retailers across the North America, EMEA and APAC, Global-e makes selling internationally as simple as selling domestically. The company enables merchants to increase the conversion of international traffic into sales by offering online shoppers in over 200 destinations worldwide a seamless, localized shopping experience. Global-e’s end-to-end e-commerce solutions combine best-in-class localization capabilities, big-data best-practice business intelligence models, streamlined international logistics and vast global e-commerce experience, enabling international shoppers to buy seamlessly online and retailers to sell to, and from, anywhere in the world. For more information, please visit: www.global-e.com.
Investor Contact:
Alan Katz
Vice President, Investor Relations
IR@global-e.com
Press Contact:
Sarah Schloss
Headline Media
Globale@headline.media
+1 786-233-7684
| Global-E Online Ltd. CONSOLIDATED BALANCE SHEETS (In thousands) |
||||||||
| Period Ended | ||||||||
| December 31, | March 31, | |||||||
| 2024 | 2025 | |||||||
| (Audited) | (Unaudited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 254,620 | $ | 207,716 | ||||
| Short-term deposits | 183,475 | 183,229 | ||||||
| Accounts receivable, net | 41,171 | 34,700 | ||||||
| Prepaid expenses and other current assets | 84,613 | 116,967 | ||||||
| Marketable securities | 36,345 | 53,888 | ||||||
| Funds receivable, including cash in banks | 122,984 | 87,484 | ||||||
| Total current assets | 723,208 | 683,984 | ||||||
| Property and equipment, net | 10,440 | 10,453 | ||||||
| Operating lease right-of-use assets | 24,429 | 23,365 | ||||||
| Deferred contract acquisition and fulfillment costs, noncurrent | 3,787 | 3,836 | ||||||
| Long-term investments and other long-term assets | 8,313 | 8,213 | ||||||
| Commercial agreement asset | 66,527 | 29,510 | ||||||
| Goodwill | 367,566 | 367,566 | ||||||
| Intangible assets, net | 59,212 | 54,810 | ||||||
| Total long-term assets | 540,274 | 497,753 | ||||||
| Total assets | $ | 1,263,482 | $ | 1,181,737 | ||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 79,559 | $ | 67,184 | ||||
| Accrued expenses and other current liabilities | 141,551 | 117,852 | ||||||
| Funds payable to Customers | 122,984 | 87,484 | ||||||
| Short term operating lease liabilities | 4,347 | 4,366 | ||||||
| Total current liabilities | 348,441 | 276,886 | ||||||
| Long-term liabilities: | ||||||||
| Long term operating lease liabilities | 20,510 | 19,508 | ||||||
| Other long-term liabilities | 1,098 | 1,088 | ||||||
| Total liabilities | $ | 370,049 | $ | 297,482 | ||||
| Shareholders’ equity: | ||||||||
| Share capital and additional paid-in capital | 1,425,317 | 1,434,341 | ||||||
| Accumulated comprehensive income (loss) | 515 | 169 | ||||||
| Accumulated deficit | (532,399 | ) | (550,255 | ) | ||||
| Total shareholders’ equity | 893,433 | 884,255 | ||||||
| Total liabilities and shareholders’ equity | $ | 1,263,482 | $ | 1,181,737 | ||||
| Global-E Online Ltd. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) |
||||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Revenue | $ | 145,873 | $ | 189,882 | ||||
| Cost of revenue | 82,587 | 105,798 | ||||||
| Gross profit | 63,286 | 84,084 | ||||||
| Operating expenses: | ||||||||
| Research and development | 23,538 | 28,138 | ||||||
| Sales and marketing | 56,955 | 63,938 | ||||||
| General and administrative | 12,054 | 11,193 | ||||||
| Total operating expenses | 92,547 | 103,269 | ||||||
| Operating profit (loss) | (29,261 | ) | (19,185 | ) | ||||
| Financial expenses (income), net | 3,510 | (1,870 | ) | |||||
| Loss before income taxes | (32,771 | ) | (17,315 | ) | ||||
| Income taxes | (720 | ) | 541 | |||||
| Net earnings (loss) attributable to ordinary shareholders | $ | (32,051 | ) | $ | (17,856 | ) | ||
| Basic and diluted net loss per share attributable to ordinary shareholders | $ | (0.19 | ) | (0.11 | ) | |||
| Basic and diluted weighted average ordinary shares | 166,187,424 | 169,346,771 | ||||||
| Global-E Online Ltd. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) |
|||||||||
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2024 | 2025 | ||||||||
| (Unaudited) | |||||||||
| Operating activities | |||||||||
| Net loss | $ | (32,051 | ) | $ | (17,856 | ) | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 512 | 536 | |||||||
| Share-based compensation expense | 8,711 | 8,793 | |||||||
| Commercial agreement asset amortization | 36,296 | 37,017 | |||||||
| Intangible assets amortization | 5,002 | 4,402 | |||||||
| Changes in accrued interest and exchange rate on short-term deposits | 369 | (842 | ) | ||||||
| Unrealized loss (gain) on foreign currency | 2,726 | (1,477 | ) | ||||||
| Accounts receivable | 8,418 | 6,471 | |||||||
| Prepaid expenses and other assets | 2,685 | (28,405 | ) | ||||||
| Funds receivable | (7,688 | ) | (9,182 | ) | |||||
| Long-term receivables | 708 | 101 | |||||||
| Funds payable to customers | (30,857 | ) | (35,500 | ) | |||||
| Operating lease ROU assets | 817 | 1,064 | |||||||
| Deferred contract acquisition and fulfillment costs | (268 | ) | (101 | ) | |||||
| Accounts payable | (17,049 | ) | (12,375 | ) | |||||
| Accrued expenses and other liabilities | (30,228 | ) | (23,710 | ) | |||||
| Deferred tax liabilities | (1,424 | ) | – | ||||||
| Operating lease liabilities | (944 | ) | (983 | ) | |||||
| Net cash (used in) provided by operating activities | (54,265 | ) | (72,047 | ) | |||||
| Investing activities | |||||||||
| Investment in marketable securities | (1,042 | ) | (17,768 | ) | |||||
| Proceeds from marketable securities | 1,012 | 999 | |||||||
| Investment in short-term investments and deposits | (56,949 | ) | (70,972 | ) | |||||
| Proceeds from short-term investments | 58,000 | 67,059 | |||||||
| Investment in long-term deposits | (31 | ) | – | ||||||
| Purchases of property and equipment | (882 | ) | (548 | ) | |||||
| Net cash (used in) provided by investing activities | 108 | (21,230 | ) | ||||||
| Financing activities | |||||||||
| Proceeds from exercise of share options | 120 | 210 | |||||||
| Net cash provided by financing activities | 120 | 210 | |||||||
| Exchange rate differences on balances of cash, cash equivalents and restricted cash | (2,726 | ) | 1,477 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (56,763 | ) | (91,590 | ) | |||||
| Cash and cash equivalents and restricted cash—beginning of period | 268,597 | 331,682 | |||||||
| Cash and cash equivalents and restricted cash—end of period | $ | 211,834 | $ | 240,092 | |||||
| Global-E Online Ltd. SELECTED OTHER DATA (In thousands) |
||||||||||||||||||
| Three Months Ended | ||||||||||||||||||
| March 31, | ||||||||||||||||||
| 2024 |
2025 | |||||||||||||||||
| (Unaudited) | ||||||||||||||||||
| Key performance metrics | ||||||||||||||||||
| Gross Merchandise Value | 929,510 | 1,242,514 | ||||||||||||||||
| Adjusted EBITDA (a) | 21,260 | 31,563 | ||||||||||||||||
| Revenue by Category | ||||||||||||||||||
| Service fees | 68,258 | 47 | % | 83,983 | 44 | % | ||||||||||||
| Fulfillment services | 77,615 | 53 | % | 105,899 | 56 | % | ||||||||||||
| Total revenue | $ | 145,873 | 100 | % | $ | 189,882 | 100 | % | ||||||||||
| Revenue by merchant outbound region | ||||||||||||||||||
| United States | 72,112 | 49 | % | 100,554 | 53 | % | ||||||||||||
| United Kingdom | 41,276 | 28 | % | 41,747 | 22 | % | ||||||||||||
| European Union | 26,343 | 18 | % | 33,530 | 18 | % | ||||||||||||
| Israel | 316 | 0 | % | 401 | 0 | % | ||||||||||||
| Other | 5,826 | 4 | % | 13,650 | 7 | % | ||||||||||||
| Total revenue | $ | 145,873 | 100 | % | $ | 189,882 | 100 | % | ||||||||||
(a) See reconciliation to adjusted EBITDA table
| Global-E Online Ltd. RECONCILIATION TO Non-GAAP GROSS PROFIT (In thousands) |
||||||||||
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2024 | 2025 | |||||||||
| (Unaudited) | ||||||||||
| Gross profit | 63,286 | 84,084 | ||||||||
| Amortization of acquired intangibles included in cost of revenue | 2,796 | 2,198 | ||||||||
| Non-GAAP gross profit | 66,082 | 86,282 | ||||||||
| Global-E Online Ltd. RECONCILIATION TO ADJUSTED EBITDA (In thousands) |
|||||||||
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2024 |
2025 |
||||||||
| (Unaudited) | |||||||||
| Net profit (loss) | (32,051 | ) | (17,856 | ) | |||||
| Income tax (benefit) expenses | (720 | ) | 541 | ||||||
| Financial expenses (income), net | 3,510 | (1,870 | ) | ||||||
| Stock-based compensation: | |||||||||
| Cost of revenue | 180 | 267 | |||||||
| Research and development | 3,468 | 3,625 | |||||||
| Selling and marketing | 1,282 | 1,438 | |||||||
| General and administrative | 3,781 | 3,463 | |||||||
| Total stock-based compensation | 8,711 | 8,793 | |||||||
| Depreciation and amortization | 512 | 536 | |||||||
| Commercial agreement asset amortization | 36,296 | 37,017 | |||||||
| Amortization of acquired intangibles | 5,002 | 4,402 | |||||||
| Adjusted EBITDA | 21,260 | 31,563 | |||||||
| Global-E Online Ltd. RECONCILIATION TO Free Cash Flow (In thousands) |
||||||||||
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2024 | 2025 | |||||||||
| (Unaudited) | ||||||||||
| Net cash (used in) provided by operating activities | (54,265 | ) | (72,047 | ) | ||||||
| Purchase of property and equipment | (882 | ) | (548 | ) | ||||||
| Free Cash Flow | (55,147 | ) | (72,595 | ) | ||||||
Source: GlobeNewswire (MIL-OSI)
9% year-over-year revenue growth
Affirms sequential quarterly revenue growth target throughout 2025
MIGDAL HAEMEK, Israel, May 14, 2025 (GLOBE NEWSWIRE) — Tower Semiconductor (NASDAQ/TASE: TSEM) reports today its results for the first quarter ended March 31, 2025.
First Quarter of 2025 Results Overview
Revenues for the first quarter of 2025 were $358 million as compared to $327 million for the first quarter of 2024, representing 9% year-over-year revenue growth.
Gross profit and operating profit for the first quarter of 2025 were $73 million and $33 million, respectively, as compared to gross profit and operating profit of $73 million and $34 million in the first quarter of 2024, respectively. Gross and operating profits remain similar since the positive impact of the $31 million revenue increase was offset by the fixed costs of the new 300mm Agrate facility, as previously disclosed.
Net profit for the first quarter of 2025 was $40 million, reflecting $0.36 basic and $0.35 diluted earnings per share. First quarter of 2024 net profit was $45 million, reflecting $0.40 basic and diluted earnings per share, having been positively impacted by a non-recurring income tax benefit.
Cash flow generated from operating activities in the first quarter of 2025 was $94 million. Investments in property and equipment, net, were $111 million and debt payments totaled $27 million.
Corporate Credit Rating
On May 7, 2025, Standard & Poor’s Maalot (an S&P Global Ratings fully owned company) completed its annual rating review for the Company and reaffirmed its corporate credit rating as “ilAA, with a stable outlook”.
Business Outlook
Tower Semiconductor guides revenues for the second quarter of 2025 to be $372 million, with an upward or downward range of 5%, reflecting 6% year-over-year revenue increase; and reiterates its previously communicated company target for continued quarter-over-quarter revenue growth within 2025.
Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, stated:
“Tower delivered continued record revenue in RF infrastructure, which includes SiPho and SiGe. We target further revenue growth of these technologies throughout the year, increases in our high voltage 200mm power management business and higher revenue levels in our sensors business. Additionally, we have entered a new served market for Tower, namely envelope trackers, using our 300mm technology platform. In the face of geo-political uncertainties, we are leveraging Tower’s global scale and technology breadth into new opportunities.”
Teleconference and Webcast
Tower Semiconductor will host an investor conference call today, Wednesday, May 14, 2025, at 10:00 a.m. Eastern time (9:00 a.m. Central time, 8:00 a.m. Mountain time, 7:00 a.m. Pacific time and 5:00 p.m. Israel time) to discuss the Company’s financial results for the first quarter of 2025 and its business outlook.
The call will be webcast and available through the Investor Relations section of Tower Semiconductor’s website at ir.towersemi.com. The pre-registration form required for dial-in participation is accessible here. Upon completing the registration, participants will receive the dial-in details, a unique PIN, and a confirmation email with all necessary information. To access the webcast, click here. The teleconference will be available for replay for 90 days.
Non-GAAP Financial Measures
The Company presents its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial information included in the tables below includes unaudited condensed financial data. Some of the financial information, which may be used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, which we may describe as adjusted financial measures and/or reconciled financial measures, are non-GAAP financial measures as defined in Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission (the “SEC”) as they apply to our Company. These adjusted financial measures are calculated excluding the following: (i) amortization of acquired intangible assets as included in our costs and expenses, (ii) compensation expenses in respect of equity grants to directors, officers, and employees as included in our costs and expenses, (iii) merger contract termination fees received from Intel, net of associated cost and taxes following the previously announced Intel contract termination as included in net profit in 2023 and (iv) restructuring income, net, which includes income, net of cost and taxes associated with the reorganization and restructure of our operations in Japan including the cessation of operations of the Arai facility, which occurred during 2022, as included in net profit. These adjusted financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the adjusted financial measures used and/or presented in this release, as well as a reconciliation between the adjusted financial measures and the comparable GAAP financial measures. As used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, as well as may be included and calculated in the tables herein, the term Earnings Before Interest Taxes, Depreciation and Amortization which we define as EBITDA consists of operating profit in accordance with GAAP, excluding (i) depreciation expenses, which include depreciation recorded in cost of revenues and in operating cost and expenses lines (e.g., research and development related equipment and/or fixed other assets depreciation), (ii) stock-based compensation expense, (iii) amortization of acquired intangible assets, (iv) merger contract termination fees received from Intel, net of associated cost following the previously announced Intel contract termination, as included in operating profit and (v) restructuring income, net in relation to the reorganization and restructure of our operations in Japan including the cessation of operations of the Arai facility, as included in operating profit. EBITDA is reconciled in the tables below and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company from GAAP operating profit. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, are not a required GAAP financial measure and may not be comparable to a similarly titled measure employed by other companies. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Net Cash, as may be used and/or presented in this release and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is comprised of cash, cash equivalents, short-term deposits, and marketable securities less debt amounts as presented in the balance sheets included herein. The term Net Cash is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for cash, debt, operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Free Cash Flow, as used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is calculated to be net cash provided by operating activities (in the amounts of $94 million, $101 million and $110 million for the three months periods ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively (less cash used for investments in property and equipment, net (in the amounts of $111 million, $93 million and $98 million for the three months periods ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively). The term Free Cash Flow is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing, and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP.
About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ/TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, provides technology, development, and process platforms for its customers in growing markets such as consumer, industrial, automotive, mobile, infrastructure, medical and aerospace and defense. Tower Semiconductor focuses on creating a positive and sustainable impact on the world through long-term partnerships and its advanced and innovative analog technology offering, comprised of a broad range of customizable process platforms such as SiPho, SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, displays, integrated power management (BCD and 700V), and MEMS. Tower Semiconductor also provides world-class design enablement for a quick and accurate design cycle as well as process transfer services including development, transfer, and optimization, to IDMs and fabless companies. To provide multi-fab sourcing and extended capacity for its customers, Tower Semiconductor owns one operating facility in Israel (200mm), two in the U.S. (200mm), two in Japan (200mm and 300mm) which it owns through its 51% holdings in TPSCo, shares a 300mm facility in Agrate, Italy with STMicroelectronics as well as has access to a 300mm capacity corridor in Intel’s New Mexico factory. For more information, please visit: www.towersemi.com.
CONTACT:
Liat Avraham | Investor Relations | +972-4-6506154 | liatavra@towersemi.com
Forward-Looking Statements
This release, as well as other statements and reports filed, stated and published in relation to this quarter’s results, include certain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, projections and statements with respect to our future business, financial performance and activities. The use of words such as “projects”, “expects”, “may”, “targets”, “plans”, “intends”, “committed to”, “tracking”, or words of similar import, identifies a statement as “forward-looking.” Actual results may vary from those projected or implied by such forward-looking statements and you should not place any undue reliance on such forward-looking statements, which describe information known to us only as of the date of this release. Factors that could cause actual results to differ materially from those projected or implied by such forward-looking statements include, without limitation, risks and uncertainties associated with: (i) demand in our customers’ end markets, (ii) reliance on acquisitions and/or gaining additional capacity for growth, (iii) difficulties in achieving acceptable operational metrics and indices in the future as a result of operational, technological or process-related problems, (iv) identifying and negotiating with third-party buyers for the sale of any excess and/or unused equipment, inventory and/or other assets, (v) maintaining current key customers and attracting new key customers, (vi) over demand for our foundry services resulting in high utilization and its effect on cycle time, yield and on schedule delivery, as well as customers potentially being placed on allocation, which may cause customers to transfer their business to other vendors, (vii) financial results that may fluctuate from quarter to quarter, making it difficult to forecast future performance, (viii) our debt and other liabilities that may impact our financial position and operations, (ix) our ability to successfully execute acquisitions, integrate them into our business, utilize our expanded capacity and find new business, (x) fluctuations in cash flow, (xi) our ability to satisfy the covenants stipulated in our agreements with our debt holders, (xii) pending litigation, (xiii) meeting the conditions set in approval certificates and other regulations under which we received grants and/or royalties and/or any type of funding from the Israeli, US and/or Japan governmental agencies, (xiv) receipt of orders that are lower than the customer purchase commitments and/or failure to receive customer orders currently expected, (xv) possible incurrence of additional indebtedness, (xvi) the effects of global recession, credit crisis and/or unfavorable macro-economic conditions, such as the imposition of regulatory requirements, tariffs, import and export restrictions and other trade barriers and restrictions, including the timing and availability of export licenses and permits, (xvii) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles, (xviii) possible situations of obsolete inventory if forecasted demand exceeds actual demand when we create inventory before receipt of customer orders, (xix) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (xx) financing capacity acquisition related transactions, strategic and/or other growth or M&A opportunities, including funding Agrate fab’s significant 300mm capacity investments and acquisition or funding of equipment and other fixed assets associated with the capacity corridor transaction with Intel as announced in September 2023, in addition to other capacity and capability expansion plans, such as announced for SiPho and SiGe, and the possible unavailability of such financing and/or the availability of such financing on unfavorable terms, (xxi) operating our facilities at sufficient utilization rates necessary to generate and maintain positive and sustainable gross, operating and net profit, (xxii) the purchase of equipment and/or raw material (including purchases beyond our needs), the timely completion of the equipment installation, technology transfer and raising the funds therefor, (xxiii) product returns and defective products, (xxiv) our ability to maintain and develop our technology processes and services to keep pace with new technology, including artificial intelligence, evolving standards, changing customer and end-user requirements, new product introductions and short product life cycles, (xxv) competing effectively, (xxvi) the use of outsourced foundry services by both fabless semiconductor companies and integrated device manufacturers, (xxvii) our dependence on intellectual property rights of others, our ability to operate our business without infringing others’ intellectual property rights and our ability to enforce our intellectual property against infringement, (xxviii) the Fab 3 landlord’s alleged claims that the noise abatement efforts made thus far are not adequate under the terms of the amended lease due to which he requested a judicial declaration that there was a material non-curable breach of the lease and that he would be entitled to terminate the lease, as well as uncertainties associated with the ability to extend such lease or acquire the real estate and obtain the required local, state and/or other approvals required to be able to continue operations beyond the current lease term, (xxix) retention of key employees and recruitment and retention of skilled qualified personnel, (xxx) exposure to inflation, currency rates (mainly the Israeli Shekel, the Japanese Yen and the Euro) and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of our traded securities, (xxxi) meeting regulatory requirements worldwide, including export, environmental and governmental regulations, as well as risks related to international operations, (xxxii) potential engagement for fab establishment, joint venture and/or capital lease transactions for capacity enhancement in advanced technologies, including risks and uncertainties associated with the Agrate fab and the capacity corridor transaction with Intel as announced in September 2023, such as their qualification schedule, technology, equipment and process qualification, facility operational ramp-up, customer engagements, cost structure, required investments and other terms, which may require additional funding to cover their significant capacity investment needs and other payments, the availability of which funding cannot be assured on favorable terms, if at all, (xxxiii) potential liabilities, cost and other impact due to reorganization and consolidation of fabrication facilities, or cessation of operations, including with regard to our 6 inch facility, (xxxiv) potential security, cyber and privacy breaches, (xxxv) workforce that is not unionized which may become unionized, and/or workforce that is unionized and may take action such as strikes that may create increased cost and operational risks, (xxxvi) the issuance of ordinary shares as a result of exercise and/or vesting of any of our employee equity, as well as any sale of shares by any of our shareholders, or any market expectation thereof, as well as the issuance of additional employee stock options and/or restricted stock units, or any market expectation thereof, which may depress the market value of the Company and the price of the Company’s ordinary shares, and in addition may impair our ability to raise future capital, and (xxxvii) climate change, business interruptions due to floods, fires, pandemics, earthquakes and other natural disasters, the security situation in Israel, global trade “war” and the current war in Israel, including the potential inability to continue uninterrupted operations of the Israeli fab, impact on global supply chain to and from the Israeli fab, power interruptions, chemicals or other leaks or damages as a result of the war, absence of workforce due to military service as well as risk that certain countries will restrict doing business with Israeli companies, including imposing restrictions if hostilities in Israel or political instability in the region continue or exacerbate, and other events beyond our control. With respect to the current war in Israel, if instability in neighboring states occurs, Israel could be subject to additional political, economic, and military confines, and our Israeli facility’s operations could be materially adversely affected. Any current or future hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israel, could have a material adverse effect on our business, financial condition and results of operations.
A more complete discussion of risks and uncertainties that may affect the accuracy of forward-looking statements included in this release or which may otherwise affect our business is included under the heading “Risk Factors” in the Company’s most recent filings on Forms 20-F and 6-K, as were filed with the SEC and the Israel Securities Authority. Future results may differ materially from those previously reported. The Company does not intend to update, and expressly disclaims any obligation to update, the information contained in this release.
(Financial tables follow)
| TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES | ||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||||
| (dollars in thousands) | ||||||
| March 31, | December 31, | |||||
| 2025 | 2024 | |||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash and cash equivalents | $ | 274,818 | $ | 271,894 | ||
| Short-term deposits | 906,446 | 946,351 | ||||
| Trade accounts receivable | 219,496 | 211,932 | ||||
| Inventories | 276,072 | 268,295 | ||||
| Other current assets | 51,429 | 61,817 | ||||
| Total current assets | 1,728,261 | 1,760,289 | ||||
| PROPERTY AND EQUIPMENT, NET | 1,346,213 | 1,286,622 | ||||
| OTHER LONG-TERM ASSETS, NET | 34,131 | 33,574 | ||||
| TOTAL ASSETS | $ | 3,108,605 | $ | 3,080,485 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Short-term debt | $ | 27,490 | $ | 48,376 | ||
| Trade accounts payable | 118,318 | 130,624 | ||||
| Deferred revenues and customers’ advances | 17,233 | 21,655 | ||||
| Other current liabilities | 86,421 | 84,409 | ||||
| Total current liabilities | 249,462 | 285,064 | ||||
| LONG-TERM DEBT | 134,835 | 132,437 | ||||
| OTHER LONG-TERM LIABILITIES | 22,293 | 22,804 | ||||
| TOTAL LIABILITIES | 406,590 | 440,305 | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 2,702,015 | 2,640,180 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 3,108,605 | $ | 3,080,485 | ||
| TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||
| (dollars and share count in thousands, except per share data) | |||||||||||
| Three months ended | |||||||||||
| March 31, |
December 31, |
March 31, |
|||||||||
| 2025 |
2024 |
2024 |
|||||||||
| REVENUES | $ | 358,170 | $ | 387,191 | $ | 327,238 | |||||
| COST OF REVENUES | 284,999 | 300,338 | 254,632 | ||||||||
| GROSS PROFIT | 73,171 | 86,853 | 72,606 | ||||||||
| OPERATING COSTS AND EXPENSES: | |||||||||||
| Research and development | 20,172 | 20,622 | 19,951 | ||||||||
| Marketing, general and administrative | 20,101 | 19,812 | 18,670 | ||||||||
| 40,273 | 40,434 | 38,621 | |||||||||
| OPERATING PROFIT | 32,898 | 46,419 | 33,985 | ||||||||
| FINANCING AND OTHER INCOME, NET | 10,598 | 8,315 | 3,984 | ||||||||
| PROFIT BEFORE INCOME TAX | 43,496 | 54,734 | 37,969 | ||||||||
| INCOME TAX BENEFIT (EXPENSE), NET | (3,779 | ) | (2,149 | ) | 5,078 | ||||||
| NET PROFIT | 39,717 | 52,585 | 43,047 | ||||||||
| Net loss attributable to non-controlling interest | 425 | 2,553 | 1,587 | ||||||||
| NET PROFIT ATTRIBUTABLE TO THE COMPANY | $ | 40,142 | $ | 55,138 | $ | 44,634 | |||||
| BASIC EARNINGS PER SHARE | $ | 0.36 | $ | 0.49 | $ | 0.40 | |||||
| Weighted average number of shares | 111,575 | 111,493 | 110,840 | ||||||||
| DILUTED EARNINGS PER SHARE | $ | 0.35 | $ | 0.49 | $ | 0.40 | |||||
| Weighted average number of shares | 113,152 | 112,967 | 111,627 | ||||||||
| RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY: | |||||||||||
| GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY | $ | 40,142 | $ | 55,138 | $ | 44,634 | |||||
| Stock based compensation and amortization of acquired intangible assets | 10,335 | 11,258 | 7,209 | ||||||||
| ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY | $ | 50,477 | $ | 66,396 | $ | 51,843 | |||||
| ADJUSTED EARNINGS PER SHARE: | |||||||||||
| Basic | $ | 0.45 | $ | 0.60 | $ | 0.47 | |||||
| Diluted | $ | 0.45 | $ | 0.59 | $ | 0.46 | |||||
| TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED SOURCES AND USES REPORT (UNAUDITED) | |||||||||||
| (dollars in thousands) | |||||||||||
| Three months ended | |||||||||||
| March 31, |
December 31, |
March 31, |
|||||||||
| 2025 |
2024 |
2024 |
|||||||||
| CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | $ | 271,894 | $ | 270,979 | $ | 260,664 | |||||
| Net cash provided by operating activities | 93,922 | 100,816 | 110,038 | ||||||||
| Investments in property and equipment, net | (111,411 | ) | (93,396 | ) | (98,018 | ) | |||||
| Debt received (repaid), net | (26,874 | ) | 2,795 | (8,409 | ) | ||||||
| Effect of Japanese Yen exchange rate change over cash balance | 2,817 | (4,972 | ) | (2,665 | ) | ||||||
| Proceeds from (investments in) deposits, marketable securities and other assets, net | 44,470 | (4,328 | ) | (1,113 | ) | ||||||
| CASH AND CASH EQUIVALENTS – END OF PERIOD | $ | 274,818 | $ | 271,894 | $ | 260,497 | |||||
| TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||
| (dollars in thousands) | |||||||||||
| Three months ended | |||||||||||
| March 31, | December 31, | March 31, | |||||||||
| 2025 | 2024 | 2024 | |||||||||
| CASH FLOWS – OPERATING ACTIVITIES | |||||||||||
| Net profit for the period | $ | 39,717 | $ | 52,585 | $ | 43,047 | |||||
| Adjustments to reconcile net profit for the period | |||||||||||
| to net cash provided by operating activities: | |||||||||||
| Income and expense items not involving cash flows: | |||||||||||
| Depreciation and amortization * | 74,228 | 75,820 | 59,544 | ||||||||
| Other expense, net | 558 | 12,439 | 5,993 | ||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade accounts receivable | (6,354 | ) | (19,034 | ) | (6,489 | ) | |||||
| Other current assets | 5,622 | (36,464 | ) | (13,454 | ) | ||||||
| Inventories | (4,128 | ) | (3,356 | ) | (23,703 | ) | |||||
| Trade accounts payable | (11,114 | ) | 18,320 | 32,559 | |||||||
| Deferred revenues and customers’ advances | (4,432 | ) | (8,712 | ) | (1,931 | ) | |||||
| Other current liabilities | 3,718 | 7,057 | 16,868 | ||||||||
| Other long-term liabilities | (3,893 | ) | 2,161 | (2,396 | ) | ||||||
| Net cash provided by operating activities | 93,922 | 100,816 | 110,038 | ||||||||
| CASH FLOWS – INVESTING ACTIVITIES | |||||||||||
| Investments in property and equipment, net | (111,411 | ) | (93,396 | ) | (98,018 | ) | |||||
| Proceeds from (investments in) deposits, marketable securities and other assets, net | 44,470 | (4,328 | ) | (1,113 | ) | ||||||
| Net cash used in investing activities | (66,941 | ) | (97,724 | ) | (99,131 | ) | |||||
| CASH FLOWS – FINANCING ACTIVITIES | |||||||||||
| Debt received (repaid), net | (26,874 | ) | 2,795 | (8,409 | ) | ||||||
| Net cash provided by (used in) financing activities | (26,874 | ) | 2,795 | (8,409 | ) | ||||||
| EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE | 2,817 | (4,972 | ) | (2,665 | ) | ||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,924 | 915 | (167 | ) | |||||||
| CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 271,894 | 270,979 | 260,664 | ||||||||
| CASH AND CASH EQUIVALENTS – END OF PERIOD | $ | 274,818 | $ | 271,894 | $ | 260,497 | |||||
| * Includes stock based compensation and amortization of acquired intangible assets in the amounts of $10,335, $11,258 and $7,209 | |||||||||||
| for the 3 months periods ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively. | |||||||||||
Source: GlobeNewswire (MIL-OSI)
(All amounts in release are in Canadian dollars)
OTTAWA, Ontario, May 14, 2025 (GLOBE NEWSWIRE) — Calian® Group Ltd. (TSX:CGY), a mission critical solutions company, with a focus on defence, space, healthcare and strategic growth markets, today released its results for the second quarter ended March 31, 2025.
“Our consolidated second quarter results reflect momentum in some areas, whilst challenging headwinds in others,” said Kevin Ford, Calian CEO. “Our defence solutions in both North America and Europe grew by 13%, highlighting the increasing need for global security and operational readiness. Our ITCS business saw a more challenging environment due to slower customer demand, and one-time investments we have made to re-position our offerings for long-term growth.”
Q2-25 Highlights:
“Given ongoing economic and geopolitical uncertainty as well as limited visibility and timing of key opportunities in the ITCS segment, we have made the decision to withdraw our guidance. Despite this, we remain confident in the future growth of Calian given strong momentum in signings, our backlog of close to $1.4 billion, including AMS, optimism around defence spending and a robust M&A pipeline – underscored by our most recent acquisition of AMS.”
| Financial Highlights | Three months ended | Six months ended | |||||||||||
| (i(in millions of $, except per share & margins) | March 31, | March 31, | |||||||||||
| 2025 | 20242 | % | 2025 | 20242 | % | ||||||||
| Revenue | 193.7 | 201.3 | (4)% | 378.7 | 380.4 | — % | |||||||
| Adjusted EBITDA1 | 17.4 | 27.2 | (36)% | 35.2 | 48.5 | (27)% | |||||||
| Adjusted EBITDA %1 | 9.0 | % | 13.5 | % | (450)bps | 9.3 | % | 12.7 | % | (340)bps | |||
| Adjusted Net Profit1 | 11.1 | 19.0 | (42)% | 21.5 | 33.0 | (35)% | |||||||
| Adjusted EPS Diluted1 | 0.93 | 1.58 | (41)% | 1.81 | 2.73 | (34)% | |||||||
| Operating Free Cash Flow1 | 9.8 | 21.0 | (53)% | 22.9 | 38.2 | (40)% | |||||||
1 This is a non-GAAP measure. Please refer to the section “Reconciliation of non-GAAP measures to most comparable IFRS measures” at the end of this press release.
2 Certain comparative figures have been reclassified to align with the current year’s presentation. For more information, please see the selected consolidated financial information section of the management discussion and analysis.
Access the full report on the Calian Financials web page.
Register for the conference call on Wednesday, May 14, 2025, 8:30 a.m. Eastern Time.
Second Quarter Results
Revenues decreased 4%, from $201 million to $194 million. Acquisitive growth was 4% and was generated by the acquisitions of the nuclear assets from MDA Ltd and Mabway completed last year. Organic growth was down 8% primarily due to reductions in the ITCS segment, partially offset by 51% organic growth in nuclear services, GNSS antenna products and defence solutions.
Gross margin stood at 33.4% slightly down compared to the same period last year and it represents the 12th quarter above the 30% mark. Adjusted EBITDA1 stood at $17 million, down 36% from $27 million last year, due to revenue slow downs in the current year, combined with a slight decrease in margin percentage, and investments made in selling and marketing efforts to build pipeline for future years. In the United States macro-economic uncertainty resulted in more cautious customer behavior and the Canadian election one month prior to our quarter end did impact the timing of revenues. As a result, adjusted EBITDA1 margin decreased to 9.0%, from 13.5% last year.
Net profit decreased to $0.3 million, or $0.02 per diluted share, from $4.9 million, or $0.41 per diluted share last year. This decrease in profitability is primarily due to investments in our selling capacity, amortization and deemed compensation expenses related to acquisitions. Adjusted net profit1 was $11.1 million, or $0.93 per diluted share, down from $19.0 million, or $1.58 per diluted share last year.
1 This is a non-GAAP measure. Please refer to the section “Reconciliation of non-GAAP measures to most comparable IFRS measures” at the end of the press release.
Liquidity and Capital Resources
“In the second quarter we generated $10 million in operating free cash flow1, representing a 56% conversion rate from adjusted EBITDA1,” said Patrick Houston, Calian CFO. “We used our cash and a portion of our credit facility to make capital expenditure investments for $2 million. We also provided a return to shareholders in the form of dividends for $3 million and share buybacks for $4 million. We ended the quarter with a net debt to adjusted EBITDA1 ratio of 0.7x, well-positioned to pursue our growth objectives,” concluded Mr. Houston.
1 This is a non-GAAP measure. Please refer to the section “Reconciliation of non-GAAP measures to most comparable IFRS measures” at the end of the press release.
Normal Course Issuer Bid
In the three-month period ended March 31, 2025, the Company repurchased 93,900 shares for cancellation in consideration of $4.4 million. For the six-month period ended March 31, 2025, the Company repurchased 195,250 shares for cancellation in consideration of $9.3 million. For the remainder of the fiscal year, the Company plans on accelerating its share buybacks by combining daily repurchases with block trades. Its intention is to repurchase up to 6% of the Company’s public float as defined at the time of the NCIB announcement on August 16, 2024.
Appointed New Regional VP of Defence for Europe, U.K. and NATO
On January 23, 2025, Calian announced the appointment of Major-General (Ret.) Roch Pelletier to the role of Regional Vice President (RVP) Global Defence & Security. This newly created role addresses the growth of Calian’s defence business, driven by increased global military spending, geopolitical instability and the rising demand for advanced technologies. This appointment will advance Calian’s strategic business development, strengthen relationships with stakeholders, and provide operational support to drive growth and efficiencies within the region.
Appointed New Board Member
On April 24, 2025, Calian announced the appointment of Eric Demirian to its Board of Directors. Demirian is currently chair of Descartes and a director of IMAX Corporation. He has held board and audit committee roles at a number of public and private companies including Enghouse. With the recent additions of Josh Blair and Lisa Greatrix in February, the appointment of Demirian brings the total number of board members to 10, of which nine are independent and half are women.
Completed the Acquisition of Advanced Medical Solutions
On May 14, 2025, Calian acquired Advanced Medical Solutions (AMS), a leading provider of remote and emergency healthcare services in Northern Canada. Headquartered in Yellowknife, Northwest Territories (NWT), AMS is a Canadian-owned company that specializes in the delivery of 24/7/365 operational and medical support across Canada’s northern regions, including the NWT, Yukon, Nunavut and parts of Canada’s northern provinces. Founded in 1995, the company employs over 300 frontline medical personnel who deliver well-rounded, full-spectrum healthcare services through six distinct divisions.
Quarterly Dividend
On May 13, 2025, Calian declared a quarterly dividend of $0.28 per share. The dividend is payable June 10, 2025, to shareholders of record as of May 27, 2025. Dividends paid by the Company are considered “eligible dividend” for tax purposes.
About Calian
We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex challenges. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.
Product or service names mentioned herein may be the trademarks of their respective owners.
Media inquiries:
media@calian.com
613-599-8600
Investor Relations inquiries:
ir@calian.com
—————————————————————————–
DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: info@calian.com
| CALIAN GROUP LTD. | |||||||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | |||||||
| As at March 31, 2025 and September 30, 2024 | |||||||
| (Canadian dollars in thousands, except per share data) | |||||||
| March 31, | September 30, | ||||||
| 2025 | 2024 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ | 64,150 | $ | 51,788 | |||
| Accounts receivable | 213,476 | 157,376 | |||||
| Work in process | 19,537 | 20,437 | |||||
| Inventory | 26,805 | 23,199 | |||||
| Prepaid expenses | 23,328 | 23,978 | |||||
| Derivative assets | 71 | 32 | |||||
| Total current assets | 347,367 | 276,810 | |||||
| NON-CURRENT ASSETS | |||||||
| Property, plant and equipment | 40,835 | 40,962 | |||||
| Right of use assets | 41,556 | 36,383 | |||||
| Prepaid expenses | 7,018 | 7,820 | |||||
| Deferred tax asset | 3,464 | 3,425 | |||||
| Investments | 3,875 | 3,875 | |||||
| Acquired intangible assets | 116,457 | 128,253 | |||||
| Goodwill | 214,640 | 210,392 | |||||
| Total non-current assets | 427,845 | 431,110 | |||||
| TOTAL ASSETS | $ | 775,212 | $ | 707,920 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| CURRENT LIABILITIES | |||||||
| Accounts payable and accrued liabilities | $ | 171,962 | $ | 124,884 | |||
| Provisions | 1,873 | 3,075 | |||||
| Unearned contract revenue | 41,447 | 41,723 | |||||
| Lease obligations | 6,103 | 5,645 | |||||
| Contingent earn-out | 30,978 | 39,136 | |||||
| Derivative liabilities | 151 | 92 | |||||
| Total current liabilities | 252,514 | 214,555 | |||||
| NON-CURRENT LIABILITIES | |||||||
| Debt facility | 120,750 | 89,750 | |||||
| Lease obligations | 38,714 | 33,798 | |||||
| Unearned contract revenue | 17,164 | 14,503 | |||||
| Contingent earn-out | 2,692 | 2,697 | |||||
| Deferred tax liabilities | 21,557 | 25,862 | |||||
| Total non-current liabilities | 200,877 | 166,610 | |||||
| TOTAL LIABILITIES | 453,391 | 381,165 | |||||
| SHAREHOLDERS’ EQUITY | |||||||
| Issued capital | 226,347 | 225,747 | |||||
| Contributed surplus | 5,193 | 6,019 | |||||
| Retained earnings | 78,501 | 91,268 | |||||
| Accumulated other comprehensive income (loss) | 11,780 | 3,721 | |||||
| TOTAL SHAREHOLDERS’ EQUITY | 321,821 | 326,755 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 775,212 | $ | 707,920 | |||
| Number of common shares issued and outstanding | 11,690,276 | 11,802,364 | |||||
| CALIAN GROUP LTD. | |||||||||||||||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF NET PROFIT | |||||||||||||||
| For the three months and six months ended March 31, 2025 and 2024 | |||||||||||||||
| (Canadian dollars in thousands, except per share data) | |||||||||||||||
| Three months ended | Six months ended | ||||||||||||||
| March 31, | March 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 193,667 | $ | 201,268 | $ | 378,714 | $ | 380,447 | |||||||
| Cost of revenues | 129,025 | 131,231 | 255,271 | 252,192 | |||||||||||
| Gross profit | 64,642 | 70,037 | 123,443 | 128,255 | |||||||||||
| Selling, general and administrative | 44,477 | 40,192 | 82,582 | 74,337 | |||||||||||
| Research and development | 2,771 | 2,695 | 5,667 | 5,414 | |||||||||||
| Share based compensation | 949 | 1,128 | 2,040 | 2,318 | |||||||||||
| Profit before under noted items | 16,445 | 26,022 | 33,154 | 46,186 | |||||||||||
| Restructuring expense | 372 | 1,495 | 1,064 | 1,495 | |||||||||||
| Depreciation and amortization | 11,474 | 10,113 | 23,014 | 19,119 | |||||||||||
| Mergers and acquisition costs | 2,373 | 5,329 | 4,693 | 7,309 | |||||||||||
| Profit before interest income and income tax expense | 2,226 | 9,085 | 4,383 | 18,263 | |||||||||||
| Interest expense | 2,111 | 1,734 | 3,894 | 3,281 | |||||||||||
| Income tax expense (recovery) | (180) | 2,426 | 1,170 | 4,532 | |||||||||||
| NET PROFIT (LOSS) | $ | 295 | $ | 4,925 | $ | (681) | $ | 10,450 | |||||||
| Net profit (loss) per share: | |||||||||||||||
| Basic | $ | 0.03 | $ | 0.42 | $ | (0.06) | $ | 0.88 | |||||||
| Diluted | $ | 0.02 | $ | 0.41 | $ | (0.06) | $ | 0.87 | |||||||
| CALIAN GROUP LTD. | |||||||||||||||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||
| For the three months and six months ended March 31, 2025 and 2024 | |||||||||||||||
| (Canadian dollars in thousands) | |||||||||||||||
| Three months ended | Six months ended | ||||||||||||||
| March 31, | March 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| CASH FLOWS GENERATED FROM (USED IN) OPERATING ACTIVITIES | |||||||||||||||
| Net profit | $ | 295 | $ | 4,925 | $ | (681 | ) | $ | 10,450 | ||||||
| Items not affecting cash: | |||||||||||||||
| Interest expense | 1,612 | 1,426 | 2,907 | 2,524 | |||||||||||
| Changes in fair value related to contingent earn-out | 558 | 4,088 | 1,116 | 4,814 | |||||||||||
| Lease obligations interest expense | 499 | 308 | 987 | 757 | |||||||||||
| Income tax expense (recovery) | (180 | ) | 2,426 | 1,170 | 4,532 | ||||||||||
| Employee share purchase plan expense | 115 | 134 | 289 | 296 | |||||||||||
| Share based compensation expense | 834 | 1,010 | 1,751 | 2,023 | |||||||||||
| Depreciation and amortization | 11,474 | 10,113 | 23,014 | 19,119 | |||||||||||
| Deemed compensation | 1,470 | 911 | 3,033 | 1,515 | |||||||||||
| 16,677 | 25,341 | 33,586 | 46,030 | ||||||||||||
| Change in non-cash working capital | |||||||||||||||
| Accounts receivable | (55,935 | ) | (49,996 | ) | (56,102 | ) | (61,185 | ) | |||||||
| Work in process | 668 | 1,341 | 900 | 443 | |||||||||||
| Prepaid expenses and other | 3,884 | (3,483 | ) | 1,146 | (3,557 | ) | |||||||||
| Inventory | 2,637 | 3,570 | (3,605 | ) | 980 | ||||||||||
| Accounts payable and accrued liabilities | 48,068 | 59,181 | 47,210 | 74,697 | |||||||||||
| Unearned contract revenue | 1,092 | 4,534 | 2,386 | 4,740 | |||||||||||
| 17,091 | 40,488 | 25,521 | 62,148 | ||||||||||||
| Interest paid | (2,111 | ) | (1,734 | ) | (3,894 | ) | (3,281 | ) | |||||||
| Income tax paid | (5,120 | ) | (2,966 | ) | (7,385 | ) | (5,541 | ) | |||||||
| 9,860 | 35,788 | 14,242 | 53,326 | ||||||||||||
| CASH FLOWS GENERATED FROM (USED IN) FINANCING ACTIVITIES | |||||||||||||||
| Issuance of common shares net of costs | 664 | 945 | 1,545 | 1,639 | |||||||||||
| Dividends | (3,292 | ) | (3,319 | ) | (6,584 | ) | (6,633 | ) | |||||||
| Net draw on debt facility | 5,000 | (24,750 | ) | 31,000 | 31,250 | ||||||||||
| Payment of lease obligations | (1,664 | ) | (1,429 | ) | (3,106 | ) | (2,600 | ) | |||||||
| Repurchase of common shares | (4,384 | ) | — | (9,310 | ) | (1,357 | ) | ||||||||
| (3,676 | ) | (28,553 | ) | 13,545 | 22,299 | ||||||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | |||||||||||||||
| Business acquisitions | (678 | ) | (10,840 | ) | (11,893 | ) | (58,297 | ) | |||||||
| Property, plant and equipment | (2,396 | ) | (2,796 | ) | (3,532 | ) | (5,196 | ) | |||||||
| (3,074 | ) | (13,636 | ) | (15,425 | ) | (63,493 | ) | ||||||||
| NET CASH INFLOW (OUTFLOW) | $ | 3,110 | $ | (6,401 | ) | $ | 12,362 | $ | 12,132 | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 61,040 | 52,267 | 51,788 | 33,734 | |||||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 64,150 | $ | 45,866 | $ | 64,150 | $ | 45,866 | |||||||
Reconciliation of Non-GAAP Measures to Most Comparable IFRS Measures
These non-GAAP measures are mainly derived from the consolidated financial statements, but do not have a standardized meaning prescribed by IFRS; therefore, others using these terms may calculate them differently. The exclusion of certain items from non-GAAP performance measures does not imply that these are necessarily nonrecurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure. Other entities may define the above measures differently than we do. In those cases, it may be difficult to use similarly named non-GAAP measures of other entities to compare performance of those entities to the Company’s performance.
Management believes that providing certain non-GAAP performance measures, in addition to IFRS measures, provides users of the Company’s financial reports with enhanced understanding of the Company’s results and related trends and increases transparency and clarity into the core results of the business. Adjusted EBITDA excludes items that do not reflect, in our opinion, the Company’s core performance and helps users of our MD&A to better analyze our results, enabling comparability of our results from one period to another.
Adjusted EBITDA
| Three months ended | Six months ended | ||||||||||||||
| March 31, | March 31, | ||||||||||||||
| 2025 | 20241 |
2025 | 20241 |
||||||||||||
| Net profit | $ | 295 | $ | 4,925 | $ | (681 | ) | $ | 10,450 | ||||||
| Share based compensation | 949 | 1,128 | 2,040 | 2,318 | |||||||||||
| Restructuring expense | 372 | 1,495 | 1,064 | 1,495 | |||||||||||
| Depreciation and amortization | 11,474 | 10,113 | 23,014 | 19,119 | |||||||||||
| Mergers and acquisition costs | 2,373 | 5,329 | 4,693 | 7,309 | |||||||||||
| Interest expense | 2,111 | 1,734 | 3,894 | 3,281 | |||||||||||
| Income tax | (180 | ) | 2,426 | 1,170 | 4,532 | ||||||||||
| Adjusted EBITDA | $ | 17,394 | $ | 27,150 | $ | 35,194 | $ | 48,504 | |||||||
| Adjusted EBITDA per share – Basic | 1.48 | 2.29 | 3.00 | 4.10 | |||||||||||
| Adjusted EBITDA per share – Diluted | $ | 1.46 | $ | 2.26 | $ | 2.95 | $ | 4.02 | |||||||
Adjusted Net Profit and Adjusted EPS
| Three months ended | Six months ended | ||||||||||||||
| March 31, | March 31, | ||||||||||||||
| 2025 |
20241 |
2025 | 20241 |
||||||||||||
| Net profit | $ | 295 | $ | 4,925 | $ | (681 | ) | $ | 10,450 | ||||||
| Share based compensation | 949 | 1,128 | 2,040 | 2,318 | |||||||||||
| Restructuring expense | 372 | 1,495 | 1,064 | 1,495 | |||||||||||
| Mergers and acquisition costs | 2,373 | 5,329 | 4,693 | 7,309 | |||||||||||
| Amortization of intangibles | 7,066 | 6,149 | 14,400 | 11,384 | |||||||||||
| Adjusted net profit | 11,055 | 19,026 | 21,516 | 32,956 | |||||||||||
| Weighted average number of common shares basic | 11,726,127 | 11,846,338 | 11,749,796 | 11,829,456 | |||||||||||
| Adjusted EPS Basic | 0.94 | 1.61 | 1.83 | 2.79 | |||||||||||
| Adjusted EPS Diluted | $ | 0.93 | $ | 1.58 | $ | 1.81 | $ | 2.73 | |||||||
Operating Free Cash Flow
| Three months ended | Six months ended | ||||||||||||||
| March 31, | March 31, | ||||||||||||||
| 2025 | 20241 | 2025 | 20241 | ||||||||||||
| Cash flows generated from operating activities (free cash flow) | $ | 9,860 | $ | 35,788 | $ | 14,242 | $ | 53,326 | |||||||
| Adjustments: | |||||||||||||||
| M&A costs included in operating activities | 345 | 330 | 544 | 980 | |||||||||||
| Change in non-cash working capital | (414) | (15,147) | 8,065 | (16,118) | |||||||||||
| Operating free cash flow | $ | 9,791 | $ | 20,971 | $ | 22,851 | $ | 38,188 | |||||||
| Operating free cash flow per share – basic | 0.83 | 1.77 | 1.94 | 3.23 | |||||||||||
| Operating free cash flow per share – diluted | 0.82 | 1.74 | 1.92 | 3.17 | |||||||||||
| Operating free cash flow conversion | 56 % | 77 % | 65 % | 79 % | |||||||||||
Net Debt to Adjusted EBITDA
| March 31, | September 30, | ||||||
| 2025 |
20241 |
||||||
| Cash | $ | 64,150 | $ | 45,866 | |||
| Debt facility | 120,750 | 69,000 | |||||
| Net debt (net cash) | 56,600 | 23,134 | |||||
| Trailing twelve month adjusted EBITDA | 78,846 | 86,355 | |||||
| Net debt to adjusted EBITDA | 0.7 | 0.3 | |||||
Operating free cash flow measures the company’s cash profitability after required capital spending when excluding working capital changes. The Company’s ability to convert adjusted EBITDA to operating free cash flow is critical for the long term success of its strategic growth. These measurements better align the reporting of our results and improve comparability against our peers. We believe that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Management also uses non-GAAP measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. Non-GAAP measures should not be considered a substitute for or be considered in isolation from measures prepared in accordance with IFRS. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on non-GAAP measures and view them in conjunction with the most comparable IFRS financial measures. The Company has reconciled adjusted profit to the most comparable IFRS financial measure as shown above.
1 Certain comparative figures have been reclassified to align with the current year’s presentation. For more information, please see the selected quarterly financial information section of the management discussion and analysis.
Source: United Kingdom – Executive Government & Departments
Civil servant roles, including senior leadership, will be relocated to 13 locations across the UK to develop and deliver policy closer to communities
Thousands of Civil Servants – including senior leaders – will be based in towns and cities across the UK to work with frontline workers and local leaders.
New digital and AI campus in Manchester and energy campus in Aberdeen to turbocharge local talent and expertise in these communities.
As part of our Plan for Change to re-wire the state, 11 central London offices will be closed including one of the largest Whitehall buildings – saving £94m per year – as the number of roles in the capital is reduced by 12,000.
Thousands of civil service jobs will be relocated to 13 towns and cities across the country as part of our Plan for Change.
The shake up will require more senior and policy roles to be based outside London. This will deliver and develop government policy closer to the communities it affects as part of a more productive and agile state.
The plans will see officials working closely with frontline workers, facilitating greater understanding of the real issues facing local services and people, and how central government policy can support them.
Changes will be introduced so talented young people from across the UK are able to progress straight from school or university into the Civil Service and rise all the way up to the most senior roles, without ever having worked in Whitehall.
Chancellor of the Duchy of Lancaster Pat McFadden, said:
To deliver our Plan for Change, we are taking more decision-making out of Whitehall and moving it closer to communities all across the UK.
By relocating thousands of Civil Service roles we will not only save taxpayers money, we will make this Government one that better reflects the country it serves. We will also be making sure that Government jobs support economic growth throughout the country.
As we radically reform the state, we are going to make it much easier for talented people everywhere to join the Civil Service and help us rebuild Britain.
As part of the spending review, Chancellor of the Duchy of Lancaster Pat McFadden has written to all departments requiring them to relocate key roles and strengthen the Government’s presence around the UK.
Government departments now will submit plans for how many roles they plan to move to each of the locations as part of the spending review.
Departments will be assessed on their commitments to the programme as part of the spending review. As well as increasing the number of officials working in Greater Manchester and Aberdeen, where two new government campuses will be created, roles will be created in Birmingham, Leeds, Cardiff, Glasgow, Darlington, Newcastle and Tyneside, Sheffield, Bristol, Edinburgh, Belfast and York.
The changes are projected to bring £729m in local economic benefits to these areas between 2024 and 2030.
Under the plans and to accelerate the delivery of the Missions, three major new Government campuses will be created.
Government campuses involve departments moving skilled roles to the same town or city to boost collaboration – bringing civil servants with different skills and expertise but the same policy or delivery focus, to solve issues and improve services for working people across the country.
The first two of these, the new Government Digital and AI Innovation Campus and Energy Campus, will be in Manchester and Aberdeen.
Manchester is already home to the second HQs of DSIT and DCMS, as well as a key base for GCHQ. The new campus will harness the city’s reputation as a global digital hub.
Aberdeen is the site of DESNZ’s second HQ, and the new HQ for Great British Energy.
The new campuses will partner with local government and universities to deliver the government’s missions, improve the talent pipeline into Government and boost growth and opportunity.
To ensure those based outside of London have equal professional growth and development opportunities, with full end-to-end careers, the Government will locate 50% of UK-based Senior Civil Servants in regional offices by 2030.
This will be supported by a new ambition for the Fast Stream programme to have 50% of placements offered outside of London by 2030, making it increasingly possible for future leaders and managers to progress in their careers without ever needing to work in the capital.
A new ‘Career Launch Apprenticeship’ programme will also open for applications this Summer, starting in 2026. The Level 3 Business Administrator apprenticeship programme will train up future civil servants based in Birmingham and Manchester, as well as London.
A new secondment scheme will also be developed and launched, in partnership with the Local Government Association, with Civil Servants placed directly with local authorities, building links within regions, and ensuring those delivering policy, experience first hand the work of local government and the services they provide.
Alongside the relocation of jobs, 11 London office buildings will be closed over the next five years and the number of London based civil servants will reduce by 12,000 by 2030 – down from 95,000 FTE staff to 83,000 – as the government focuses on saving taxpayer money and delivering better public services across all parts of the UK.
The move is set to deliver £94 million in savings annually by 2032, by getting rid of large, expensive London real estate. The plans include the closure of two major Westminster government buildings – 102 Petty France, one of the largest government buildings in London and home to 7,000 FTE staff, and 39 Victoria Street – which together cost tens of millions of pounds a year.
Source: City of Wolverhampton
The ‘Urban Room’ will provide drop in sessions at set times, pre-booked meeting opportunities and direct assistance from staff at City of Wolverhampton Council and contractor, Taylor Woodrow.
It will give businesses, residents and visitors easy access to information about the scheme and dedicated support for any concerns or issues they have as the 2 and a half year programme, which started in January, progresses.
The first Urban Room sessions will initially take place between 12pm and 1.30pm on Tuesdays, with the plan to increase the number of sessions over time.
Works on the major £19 million transformation of Wolverhampton city centre are underway on Darlington Street and will move onto Lichfield Street and Queen Square. It follows extensive consultation with businesses, the public and key stakeholders.
The completed scheme will deliver high quality improvements such as wider, brighter, safer streets; vibrant public events spaces; more trees, greenery and seating; and easy access for buses, cycles and taxis.
The aim is to stimulate more visitors and spend with businesses and act as a catalyst for further investment, while contributing to creating a pleasant environment to support and encourage healthy city living lifestyles.
It is the third and final phase of City of Wolverhampton Council’s city centre improvements programme following completed schemes in the Victoria Street and University of Wolverhampton at The Halls areas that have seen regular events staged in the new spaces, increasing city centre footfall and economic spend and attracting new investment such as Superbowl UK, set to open their new venue in the Mander Centre units off Victoria Street on 21 May.
Councillor Chris Burden, the council’s Cabinet Member for City Development, Jobs and Skills, said: “We want people to enjoy our city centre from the moment they arrive, and these works are the next step in our transformation plans that are delivering positive outcomes.
“This is a scheme for everyone, and the Urban Room is another way we are connecting with businesses, residents and visitors to ensure they are supported during the works and fully understand it so they can maximise the opportunities it presents to them.
“Funded totally by external funding, it will create an enhanced walking, cycling and dwell space, as well as infrastructure for events and attractions, and a better environment for city centre living, which will all help boost the local economy.
“The works will also complement other transformational development schemes already underway or in the pipeline in the city centre, including the £150 million Interchange and commercial district, and thousands of new homes coming at Smithgate and Canalside – all helping to create hundreds of new jobs and further investment opportunities.”
Stuart Townsend, Taylor Woodrow Operations Manager, said: “We are excited to announce our drop in sessions for businesses and members of the public to address any queries, concerns, or compliments.
“During these sessions, we will showcase drawings of the scheme, have updates on our social value projects locally, and we will be displaying information, including a video about the scheme.
“Additionally, we will provide information about our chosen charities, The Way Youth Project Board, and have brochures available for career opportunities. “This is a positive step in keeping stakeholders and the passing public updated on how we Taylor Woodrow and the council are working together to deliver a better city centre.”
Funding for the scheme consists of £13.5 million from the City Region Sustainable Transport Settlement (CRSTS) fund, £3 million from the Towns Fund and £2.6 million from the Active Travel Fund.
Source: GlobeNewswire (MIL-OSI)
VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) — Orezone Gold Corporation (TSX: ORE, OTCQX: ORZCF) (“Orezone” or “Company”) is pleased to report its operational and financial results for the first quarter of 2025. All dollar amounts are in USD unless otherwise indicated and abbreviation “M” means million.
First Quarter 2025 Highlights
Patrick Downey, President and CEO, commented “The first quarter of 2025 marked another consecutive quarter of positive net earnings and free cash flow, driven by our unhedged exposure to rising gold prices. Production and costs were in line with expectations with annual guidance being maintained. Cash reached a record $102 million at March 31, 2025, providing the Company with significant financial flexibility in pursuing its strategy of expanding gold production at our Bomboré Mine.
Construction of stage 1 of the hard rock expansion made excellent progress in Q1-2025 with project completion hitting 45%. We remain firmly on track for first gold by Q4-2025 which will scale forecasted gold production to over 170,000 oz per year.
We are also well advanced in our ASX listing application and expect that to be completed later in mid-2025. The recent equity financing was well supported by several key Australian mining funds and by our cornerstone investor, Nioko Resources Corporation, through their pro-rata participation. These financings added over $32 million to the Company’s treasury and have provided us the opportunity to study the merits of fast-tracking stage 2 of the hard rock expansion to increase annual production to over 220,000 oz and to upsize our 2025 discovery-focus drill program. The Company expects to announce a Board-approved final investment decision on stage 2 in the coming months.”
Highlights for the First Quarter and Significant Subsequent Events
| (All mine site figures on a 100% basis) | Q1-2025 | Q1-2024 | |
| Operating Performance | |||
| Gold production | oz | 28,688 | 30,139 |
| Gold sales | oz | 28,943 | 31,229 |
| Average realized gold price | $/oz | 2,851 | 2,066 |
| Cash costs per gold ounce sold1 | $/oz | 1,226 | 1,127 |
| All-in sustaining costs1 (“AISC”) per gold ounce sold | $/oz | 1,415 | 1,324 |
| Financial Performance | |||
| Revenue | $000’s | 82,715 | 64,685 |
| Earnings from mine operations | $000’s | 38,563 | 26,882 |
| Net earnings attributable to shareholders of Orezone | $000’s | 15,979 | 11,697 |
| Net earnings per common share attributable to shareholders of Orezone | |||
| Basic | $ | 0.03 | 0.03 |
| Diluted | $ | 0.03 | 0.03 |
| EBITDA1 | $000’s | 41,182 | 30,329 |
| Adjusted EBITDA1 | $000’s | 44,194 | 25,928 |
| Adjusted earnings attributable to shareholders of Orezone1 | $000’s | 18,690 | 7,736 |
| Adjusted earnings per share attributable to shareholders of Orezone1 | $ | 0.04 | 0.02 |
| Cash and Cash Flow Data | |||
| Operating cash flow before changes in working capital | $000’s | 39,986 | 26,485 |
| Operating cash flow | $000’s | 27,704 | 13,637 |
| Free cash flow1 | $000’s | 3,682 | 2,013 |
| Cash, end of period | $000’s | 102,016 | 15,597 |
1 Cash costs, AISC, EBITDA, Adjusted EBITDA, Adjusted earnings, Adjusted earnings per share, and Free cash flow are non-IFRS measures. See “Non-IFRS Measures” section below for additional information.
FIRST QUARTER HIGHLIGHTS
CORPORATE
SUBSEQUENT EVENTS
2025 GUIDANCE FOR BOMBORÉ MINE
| Bomboré Mine (100% basis) | Unit | FY2025 Guidance | Q1-2025 Actuals |
| Gold production | Au oz | 115,000 – 130,000 | 28,688 |
| All-In Sustaining Costs123 | $/oz Au sold | $1,400 – $1,500 | $1,415 |
| Sustaining Capital12 | $M | $9 – $10 | $3.2 |
| Growth capital (excluding Phase II Expansion) 12 | $M | $44 – $51 | $7.7 |
| Growth capital – Stage 1 of Phase II Expansion12 | $M | $75 – $80 | $19.0 |
Growth capital is expected to range between $119M to $131M on four major growth projects:
| No. | Growth Capital Description | Unit | FY2025 Guidance | Q1-2025 Actuals |
| I | Phase II Hardrock Expansion – Stage 1 | $M | $75 – $80 | $19.0 |
| II | Permanent Back-up Diesel Power Plant | $M | $22 – $24 | $4.8 |
| III | TSF Footprint Expansion – Cell 2 | $M | $11 – $13 | $1.3 |
| IV | Resettlement Action Plan (“RAP”) | $M | $11 – $14 | $1.6 |
| Growth Capital Total | $M | $119 – $131 | $26.7 | |
| Phase II Hard Rock Expansion – Stage 2 | $M | No guidance provided | – |
The Company has reserved guidance on 2025 expenditures for stage 2 of the Phase II hard rock expansion until the Company’s Board of Directors has issued a final investment decision to proceed with stage 2 expected later this year. Stage 2 would increase annual gold production to 220,000 – 250,000 oz.
OPERATING HIGHLIGHTS
| Bomboré Mine, Burkina Faso (100% basis) | Q1-2025 | Q1-2024 | ||
| Safety | ||||
| Lost-time injuries frequency rate | Per 1M hours | 0.00 | 0.00 | |
| Personnel-hours worked | 000’s hours | 1,357 | 1,410 | |
| Mining Physicals | ||||
| Ore tonnes mined | tonnes | 2,114,543 | 2,402,533 | |
| Waste tonnes mined | tonnes | 4,018,182 | 3,123,099 | |
| Total tonnes mined | tonnes | 6,132,725 | 5,525,631 | |
| Strip ratio | waste:ore | 1.90 | 1.30 | |
| Processing Physicals | ||||
| Ore tonnes milled | tonnes | 1,511,303 | 1,355,619 | |
| Head grade milled | Au g/t | 0.67 | 0.78 | |
| Recovery rate | % | 87.9 | 89.0 | |
| Gold produced | Au oz | 28,688 | 30,139 | |
| Unit Cash Cost | ||||
| Mining cost per tonne | $/tonne | 2.81 | 3.48 | |
| Mining cost per ore tonne processed | $/tonne | 8.06 | 8.02 | |
| Processing cost | $/tonne | 7.80 | 9.24 | |
| Site general and admin (“G&A”) cost | $/tonne | 3.78 | 3.79 | |
| Cash cost per ore tonne processed | $/tonne | 19.64 | 21.05 | |
| Cash Costs and AISC Details | ||||
| Mining cost (net of stockpile movements) | $000’s | 12,176 | 10,867 | |
| Processing cost | $000’s | 11,782 | 12,520 | |
| Site G&A cost | $000’s | 5,718 | 5,134 | |
| Refining and transport cost | $000’s | 166 | 117 | |
| Government royalty cost | $000’s | 6,602 | 5,132 | |
| Gold inventory movements | $000’s | (951 | ) | 1,416 |
| Cash costs1on a sales basis | $000’s | 35,493 | 35,186 | |
| Sustaining capital | $000’s | 3,199 | 4,018 | |
| Sustaining leases | $000’s | 73 | 73 | |
| Corporate G&A | $000’s | 2,182 | 2,069 | |
| All-In Sustaining Costs1on a sales basis | $000’s | 40,947 | 41,346 | |
| Gold sold | Au oz | 28,943 | 31,229 | |
| Cash costs per gold ounce sold1 | $/oz | 1,226 | 1,127 | |
| All-In Sustaining Costs per gold ounce sold1 | $/oz | 1,415 | 1,324 | |
1 Non-IFRS measure. See “Non-IFRS Measures” section below for additional details.
BOMBORÉ PRODUCTION RESULTS
Q1-2025 vs Q1-2024
Gold production in Q1-2025 was 28,688 oz, a decrease of 5% from the 30,139 oz produced in Q1-2024. The lower gold production is attributable to a 14% decrease in head grades and 1% decrease in recovery rates partially offset by a 11% increase in plant throughput.
Plant throughput of 1.51M tonnes in Q1-2025 continues to exceed nameplate design by 16% and was 11% higher than Q1-2024 as plant operating hours in Q1-2024 were reduced from the commissioning of grid power to site, a ball mill reline, and grid power interruptions. Hourly plant throughput was successfully improved starting in July 2024 by increasing the mill power draw and reducing residence time in the CIL circuit with only a minor loss in recovery. This higher hourly throughput has been maintained into 2025.
The better head grades in Q1-2024 were from the sequencing of higher-grade pits in earlier periods of the mine plan and the preferential stockpiling of lower-grade ore mined.
BOMBORÉ OPERATING COSTS
Q1-2025 vs Q1-2024
AISC per gold oz sold in Q1-2025 was $1,415, a 7% increase from $1,324 per oz sold in Q1-2024. The higher AISC is primarily the result of: (a) lower head grades and (b) greater per oz royalty costs from a 38% increase in the realized gold price ($2,851/oz vs $2,066/oz). This cost increase was partially offset by a reduction in power costs from the switch to lower-cost grid power in February 2024 and from a 11% increase in plant throughput resulting in economies for fixed costs. Grid utilization in Q1-2025 stood at 76%, a drop from 92% recorded in the second half of 2024, as site experienced higher occurrences of power dips from the national grid in Q1-2025, necessitating the use of back-up diesel gensets for longer periods. To avoid uncontrolled plant stoppages, Bomboré transferred power back to the grid only when stable.
Cash cost per ore tonne processed in Q1-2025 was $19.64 per tonne, a decrease of 7% from $21.05 per tonne in Q1-2024, mainly as a result of a reduction in processing costs ($7.80/tonne vs $9.24/tonne) from the use of lower-cost grid power throughout Q1-2025 compared with only partial use in Q1-2024 as the connection to the national grid was not energized until February 2024.
Mining cost per tonne has decreased in Q1-2025 when compared to Q1-2024 ($2.81/tonne vs $3.48/tonne) due to the greater proportion of material coming from the Siga pits which commenced mining in July 2024 resulting in less transition material and lower volume of drill-and-blast prior to excavation as softer oxide ore are mined in the upper benches of these new pits, and a shorter haul profile in comparison to ore mined from the A pits in Q1-2024. Mining unit costs in Q1-2025 also benefitted from less grade control drilling at a lower meterage cost as drilling in Q1-2024 was conducted using rented drills prior to the deployment of two new owner drills in the second half of 2024. However, the 19% decrease in unit mining cost was offset by a 46% jump in the strip ratio (1.90 vs 1.30).
BOMBORÉ GROWTH CAPITAL PROJECTS
Phase II Hard Rock Expansion
First gold remains on schedule and costs are trending in line with budget. The concentrated scope of this expansion when compared to a greenfield project significantly reduces schedule and budget risks with start-up to benefit from the well-established mining, processing, and maintenance teams already on site.
Construction of stage 1 of the Phase II hard rock expansion was officially approved by the Company’s Board in July 2024. Lycopodium Minerals Canada Ltd. was awarded the engineering and procurement contract and was chosen for their successful track record of designing and constructing numerous gold plants in West Africa, including the Company’s oxide plant which has consistently operated above nameplate design since start-up.
Progress and milestones achieved in Q1-2025 include:
All major site installation contracts (concrete, SMP, electrical and instrumentation, and mill installation) have been signed with awards to the same contractors that successfully delivered on the Phase I oxide construction.
As of March 31, 2025, the Company has incurred $34.3M in costs to-date against the project budget, of which $19.0M was incurred in Q1-2025.
Permanent Back-Up Diesel Power Plant
The installation of the standby power plant remains on track for final commissioning in October 2025. Layouts and drawings are finalized and purchase orders on all key equipment have been placed. At site, civil works are underway including initial concrete pours for the structural footings of the engine hall.
The 18 Caterpillar diesel gensets have been packed for shipment and is currently awaiting export clearance prior to organizing transport to site.
As of March 31, 2025, the Company has incurred $4.8M against the project budget.
RAP Phases II and III
BV2 resettlement site construction commenced in Q4-2024 and is divided into two distinct communities: BV2 Peuhl and BV2 Mossi. BV2 Peuhl construction and relocation was completed in Q1-2025 allowing for construction activities at BV2 Mossi to commence in the same quarter. Compensation payments to affected residents for loss of land, crops, trees, and private structures commenced in March 2025 with majority of payments expected to be completed in Q2-2025.
As of March 31, 2025, the Company has incurred $1.6M in RAP costs for 2025.
TSF Footprint Expansion – Cell 2
Bush clearing and topsoil relocation of the Cell 2 basin was completed while placement and compaction of mining waste material on the eastern embankments of Cell 2 commenced in Q1-2025.
As of March 31, 2025, the Company has incurred $1.3M in costs for 2025.
NON-IFRS MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that is not defined under IFRS, including “cash costs”, “AISC”, “EBITDA”, “adjusted EBITDA”, “adjusted earnings”, “adjusted earnings per share”, and “free cash flow”. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures presented by other companies. The Company uses such measures to provide additional information and they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For a complete description of how the Company calculates such measures and reconciliation of certain measures to IFRS terms, refer to “Non-IFRS Measures” in the Management’s Discussion and Analysis for the three months ended March 31, 2025 which is incorporated by reference herein.
CONFERENCE CALL AND WEBCAST
The condensed interim consolidated financial statements and Management’s Discussion and Analysis are available at www.orezone.com and on the Company’s profile on SEDAR+ at www.sedarplus.ca. Orezone will host a conference call and audio webcast to discuss its first quarter 2025 results on May 14, 2025:
Webcast
Date: Wednesday, May 14, 2025
Time: 8:00 am Pacific time (11:00 am Eastern time)
Please register for the webcast here: Orezone Q1-2025 Conference Call and Webcast
Conference Call
Toll-free in U.S. and Canada: 1-800-715-9871
International callers: +646-307-1963
Event ID: 3969133
QUALIFIED PERSONS
The scientific and technical information in this news release was reviewed and approved by Mr. Rob Henderson, P. Eng, Vice-President of Technical Services and Mr. Dale Tweed, P. Eng., Vice-President of Engineering, both of whom are Qualified Persons as defined under NI 43-101 Standards of Disclosure for Mineral Projects.
ABOUT OREZONE GOLD CORPORATION
Orezone Gold Corporation (TSX: ORE OTCQX: ORZCF) is a West African gold producer engaged in mining, developing, and exploring its 90%-owned flagship Bomboré Gold Mine in Burkina Faso. The Bomboré mine achieved commercial production on its oxide operations on December 1, 2022, and is now focussed on its staged hard rock expansion that is expected to materially increase annual and life-of-mine gold production from the processing of hard rock mineral reserves. Orezone is led by an experienced team focused on social responsibility and sustainability with a proven track record in project construction and operations, financings, capital markets, and M&A.
The technical report entitled Bomboré Phase II Expansion, Definitive Feasibility Study is available on SEDAR+ and the Company’s website.
Patrick Downey
President and Chief Executive Officer
Kevin MacKenzie
Vice President, Corporate Development and Investor Relations
Tel: 1 778 945 8977 / Toll Free: 1 888 673 0663
info@orezone.com / www.orezone.com
For further information please contact Orezone at +1 (778) 945-8977 or visit the Company’s website at www.orezone.com.
The Toronto Stock Exchange neither approves nor disapproves the information contained in this news release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain information that constitutes “forward-looking information” within the meaning of applicable Canadian Securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws (together, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur, and include, amongst other statements, the Phase II hard rock expansion will increase annual gold production and is expected to pour first gold in Q4-2025.
All forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including, but not limited to, terrorist or other violent attacks, the failure of parties to contracts to honour contractual commitments, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure, the possibility of project cost overruns or unanticipated costs and expenses, accidents and equipment breakdowns, political risk, unanticipated changes in key management personnel, the spread of diseases, epidemics and pandemics diseases, market or business conditions, the failure of exploration programs, including drilling programs, to deliver anticipated results and the failure of ongoing and uncertainties relating to the availability and costs of financing needed in the future, and other factors described in the Company’s most recent annual information form and management’s discussion and analysis filed on SEDAR+ on www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to the Company’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.
Although the forward-looking statements contained in this press release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this press release.
Source: GlobeNewswire (MIL-OSI)
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Photos accompanying this announcement are available at
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