Category: Trade

  • MIL-OSI Russia: Turkish FM welcomes cooperation with UK, calls for expansion of bilateral trade

    Translation. Region: Russian Federal

    Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

    Source: People’s Republic of China – State Council News

    ANKARA, July 1 (Xinhua) — Turkish Foreign Minister Hakan Fidan here on Monday hailed “intensive cooperation” with Britain and called for further expansion of bilateral trade.

    During a joint press conference with British Foreign Secretary David Lammy, he spoke about interstate cooperation in the areas of economics, defense and technology.

    The minister praised Britain’s supportive stance on issues such as the conflicts in Gaza, Syria, other parts of the Middle East and Ukraine, and welcomed London’s recent decision to lift some sanctions on Syria.

    H. Fidan stressed that ensuring a ceasefire, especially between Iran and Israel, as well as in the Gaza Strip, remains one of Ankara’s top strategic priorities.

    The annual trade turnover between Turkey and Great Britain has reached almost 30 billion US dollars, and both sides are striving to further expand economic ties, the minister noted.

    Mr Lammy highlighted the strength of Turkish-British relations, pointing to a potential free trade agreement that could bring mutual economic benefits of up to £28 billion (US$38.36 billion).

    “We look forward to negotiations on the Free Trade Agreement in the coming weeks and months,” he said.

    The Foreign Minister also praised Turkey’s efforts to promote peace in the Russian-Ukrainian conflict and stressed that both countries are working to ease the humanitarian crisis in Gaza and implement the principle of “two states for two peoples” for the Palestinians. –0–

    MIL OSI Russia News

  • MIL-Evening Report: ‘I’m going to send letters’: the deadline for Trump’s ‘reciprocal’ trade tariffs is looming

    Source: The Conversation (Au and NZ) – By Peter Draper, Professor, and Executive Director: Institute for International Trade, and Director of the Jean Monnet Centre of Trade and Environment, University of Adelaide

    Brendan Smialowski/AFP via Getty Images

    US President Donald Trump’s 90-day pause on implementing so-called “reciprocal” tariffs on some 180 trading partners ends on July 8.

    How are countries responding to the threat, and will the tariffs be re-applied from July 9?

    What the US thinks ‘reciprocal’ means

    The United States is demanding four things from all trading partners, while offering little in return. So these negotiations are anything but “reciprocal”.

    The main demand is to rebalance bilateral goods trade between the US and other countries. Nations with trade surpluses – meaning they export a greater value of goods than they import from the US – will be encouraged to import more from the US and/or export less to it.

    The US is also pushing countries to eliminate a range of “non-tariff barriers” that may affect US export competitiveness. These barriers are drawn from the United States Trade Representative’s (USTR) March 2025 report and include a variety of perceived “unfair” practices, from value-added taxes (such as the Goods and Services Tax) to biosecurity standards such as those Australia applies to agricultural imports.

    In a nod to the “tech bros”, (alleged) restrictions on digital trade services, such as Australia’s media bargaining code, and digital service taxes must be removed, along with taxes on the tech giants. On Monday, Canada dropped a new digital service tax on firms such as Google and Meta after Trump suspended trade talks.

    Amazon founder Jeff Bezos, Google CEO Sundar Pichai and Tesla CEO Elon Musk at President Trump’s inauguration ceremony.
    Saul Loeb/Pool/AFP via Getty Image

    Countries must also agree to reduce reliance on inputs from China in any exports to the United States. That means companies that moved manufacturing from China to countries such as Vietnam during President Trump’s first term trade wars will face challenges in sourcing input components from China.

    Put together, this is a difficult package for any government to accept without securing something in return.

    Who holds the cards?

    Trump has been fond of saying the United States holds “all the cards” in trade negotiations.

    It’s not known precisely how many countries are negotiating bilateral deals with Washington. Between 10 and 18 countries are priority “targets”, or to use an early, colourful phrase, were targeted as the “Dirty 15”.

    Category 1 likely comprises many more countries than those in the US’s naughty corner. These countries were saddled with large reciprocal tariffs despite the tariff formula’s evident shortcomings. To paraphrase Trump, these countries don’t hold the cards and have limited negotiating power.

    They have no choice but to make concessions. The smarter ones will take the opportunity to make reforms and blame the bully in Washington. Mostly these are developing countries, some with high dependency on the US market, including the poorest such as Bangladesh, Cambodia, and Lesotho.

    To make matters worse, they must keep one eye on China for fear of retribution in case Beijing perceives any promises to reduce dependence on Chinese inputs would compromise Chinese interests.

    Category 2 consists of countries that “hold cards”, or have some degree of leverage. Some, such as Canada, Japan, India and the EU, will secure limited US concessions although they may resort to retaliation to force this outcome. From discussions with our government and academic sources, Japan and India likely won’t retaliate, but Canada has previously and the EU likely will.

    Australia’s Prime Minister Anthony Albanese initially said he would not negotiate and has repeated US reciprocal tariffs “are not the act of a friend”.

    However, the Australian government is wisely looking to bolster its negotiation cards, such as creating a critical minerals strategic reserve.




    Read more:
    Plans to stockpile critical minerals will help Australia weather global uncertainty – and encourage smaller miners


    No doubt policy makers are also reminding the US of their favourable access to Australia’s military infrastructure which could be essential to any US-China military confrontation.

    China is category 3.

    The Chinese government is determined not to kowtow to Washington as they did in Trump’s first term. The so-called “Phase 1 deal” was signed but instantly forgotten in Beijing.

    Beijing has several cards, notably dominance of processed critical minerals and their derivative products, particularly magnets, and the US’s lack of short-term alternative supply options.

    After China expanded export controls on rare earths and critical minerals, shortages hit the auto industry around the world and Ford was forced to idle plants.

    What happens next?

    Kevin Hassett, director of the National Economic Council, suggested on Friday more deals may be signed before July 8. But Trump is likely to undermine and/or negate them as his transactional whims change.

    The British, after announcing their US deal that included relatively favourable automotive and steel export market access, watched in horror as Trump doubled tariffs on steel imports to 50%, and reimposed the 25% tariff on the UK.

    The UK government was reminded this US administration cannot be trusted. That is why countries negotiate binding trade treaties governed by domestic and international laws.

    Many countries are waiting on the outcomes from various US court battles testing whether the president or Congress should have the power to impose unilateral tariffs. After all, if there is a chance the Supreme Court rules Trump cannot change tariffs by decree, then why negotiate with a serially untrustworthy partner?

    The Japanese government, for example, recently announced it is pausing negotiations after the US demanded increased defence spending.

    ‘I’m going to send letters’

    Trump on Sunday suggested he would simply send letters to foreign nations setting a tariff rate. “I’m going to send letters, that’s the end of the trade deal,” he said.

    That does not bode well for countries negotiating in good faith. It’s likely tariffs will be reimposed and bilateral negotiations will drag on to September or beyond as Treasury Secretary Scott Bessent has said.

    After all, even the US government has limited bandwidth to process so many simultaneous negotiations. Category 2 trading partners will increasingly test their own political limits. And the rest of the world is hoping for a favourable Supreme Court ruling that may, like the character Godot in the play Waiting for Godot, never come.

    Nathan Gray receives funding from the Department of Foreign Affairs and Trade.

    Kumuthini Sivathas and Peter Draper 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. ‘I’m going to send letters’: the deadline for Trump’s ‘reciprocal’ trade tariffs is looming – https://theconversation.com/im-going-to-send-letters-the-deadline-for-trumps-reciprocal-trade-tariffs-is-looming-259983

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: ‘I’m going to send letters’: the deadline for Trump’s ‘reciprocal’ trade tariffs is looming

    Source: The Conversation (Au and NZ) – By Peter Draper, Professor, and Executive Director: Institute for International Trade, and Director of the Jean Monnet Centre of Trade and Environment, University of Adelaide

    Brendan Smialowski/AFP via Getty Images

    US President Donald Trump’s 90-day pause on implementing so-called “reciprocal” tariffs on some 180 trading partners ends on July 8.

    How are countries responding to the threat, and will the tariffs be re-applied from July 9?

    What the US thinks ‘reciprocal’ means

    The United States is demanding four things from all trading partners, while offering little in return. So these negotiations are anything but “reciprocal”.

    The main demand is to rebalance bilateral goods trade between the US and other countries. Nations with trade surpluses – meaning they export a greater value of goods than they import from the US – will be encouraged to import more from the US and/or export less to it.

    The US is also pushing countries to eliminate a range of “non-tariff barriers” that may affect US export competitiveness. These barriers are drawn from the United States Trade Representative’s (USTR) March 2025 report and include a variety of perceived “unfair” practices, from value-added taxes (such as the Goods and Services Tax) to biosecurity standards such as those Australia applies to agricultural imports.

    In a nod to the “tech bros”, (alleged) restrictions on digital trade services, such as Australia’s media bargaining code, and digital service taxes must be removed, along with taxes on the tech giants. On Monday, Canada dropped a new digital service tax on firms such as Google and Meta after Trump suspended trade talks.

    Amazon founder Jeff Bezos, Google CEO Sundar Pichai and Tesla CEO Elon Musk at President Trump’s inauguration ceremony.
    Saul Loeb/Pool/AFP via Getty Image

    Countries must also agree to reduce reliance on inputs from China in any exports to the United States. That means companies that moved manufacturing from China to countries such as Vietnam during President Trump’s first term trade wars will face challenges in sourcing input components from China.

    Put together, this is a difficult package for any government to accept without securing something in return.

    Who holds the cards?

    Trump has been fond of saying the United States holds “all the cards” in trade negotiations.

    It’s not known precisely how many countries are negotiating bilateral deals with Washington. Between 10 and 18 countries are priority “targets”, or to use an early, colourful phrase, were targeted as the “Dirty 15”.

    Category 1 likely comprises many more countries than those in the US’s naughty corner. These countries were saddled with large reciprocal tariffs despite the tariff formula’s evident shortcomings. To paraphrase Trump, these countries don’t hold the cards and have limited negotiating power.

    They have no choice but to make concessions. The smarter ones will take the opportunity to make reforms and blame the bully in Washington. Mostly these are developing countries, some with high dependency on the US market, including the poorest such as Bangladesh, Cambodia, and Lesotho.

    To make matters worse, they must keep one eye on China for fear of retribution in case Beijing perceives any promises to reduce dependence on Chinese inputs would compromise Chinese interests.

    Category 2 consists of countries that “hold cards”, or have some degree of leverage. Some, such as Canada, Japan, India and the EU, will secure limited US concessions although they may resort to retaliation to force this outcome. From discussions with our government and academic sources, Japan and India likely won’t retaliate, but Canada has previously and the EU likely will.

    Australia’s Prime Minister Anthony Albanese initially said he would not negotiate and has repeated US reciprocal tariffs “are not the act of a friend”.

    However, the Australian government is wisely looking to bolster its negotiation cards, such as creating a critical minerals strategic reserve.




    Read more:
    Plans to stockpile critical minerals will help Australia weather global uncertainty – and encourage smaller miners


    No doubt policy makers are also reminding the US of their favourable access to Australia’s military infrastructure which could be essential to any US-China military confrontation.

    China is category 3.

    The Chinese government is determined not to kowtow to Washington as they did in Trump’s first term. The so-called “Phase 1 deal” was signed but instantly forgotten in Beijing.

    Beijing has several cards, notably dominance of processed critical minerals and their derivative products, particularly magnets, and the US’s lack of short-term alternative supply options.

    After China expanded export controls on rare earths and critical minerals, shortages hit the auto industry around the world and Ford was forced to idle plants.

    What happens next?

    Kevin Hassett, director of the National Economic Council, suggested on Friday more deals may be signed before July 8. But Trump is likely to undermine and/or negate them as his transactional whims change.

    The British, after announcing their US deal that included relatively favourable automotive and steel export market access, watched in horror as Trump doubled tariffs on steel imports to 50%, and reimposed the 25% tariff on the UK.

    The UK government was reminded this US administration cannot be trusted. That is why countries negotiate binding trade treaties governed by domestic and international laws.

    Many countries are waiting on the outcomes from various US court battles testing whether the president or Congress should have the power to impose unilateral tariffs. After all, if there is a chance the Supreme Court rules Trump cannot change tariffs by decree, then why negotiate with a serially untrustworthy partner?

    The Japanese government, for example, recently announced it is pausing negotiations after the US demanded increased defence spending.

    ‘I’m going to send letters’

    Trump on Sunday suggested he would simply send letters to foreign nations setting a tariff rate. “I’m going to send letters, that’s the end of the trade deal,” he said.

    That does not bode well for countries negotiating in good faith. It’s likely tariffs will be reimposed and bilateral negotiations will drag on to September or beyond as Treasury Secretary Scott Bessent has said.

    After all, even the US government has limited bandwidth to process so many simultaneous negotiations. Category 2 trading partners will increasingly test their own political limits. And the rest of the world is hoping for a favourable Supreme Court ruling that may, like the character Godot in the play Waiting for Godot, never come.

    Nathan Gray receives funding from the Department of Foreign Affairs and Trade.

    Kumuthini Sivathas and Peter Draper 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. ‘I’m going to send letters’: the deadline for Trump’s ‘reciprocal’ trade tariffs is looming – https://theconversation.com/im-going-to-send-letters-the-deadline-for-trumps-reciprocal-trade-tariffs-is-looming-259983

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI: Onefxclub net Equips Users With Advanced Analysis Tools

    Source: GlobeNewswire (MIL-OSI)

    LAUNCESTON, Australia, July 01, 2025 (GLOBE NEWSWIRE) — Onefxclub.net, a company specializing in financial services, has expanded its offering by providing users with advanced tools designed to assist in making informed decisions based on comprehensive data. These tools aim to support individuals in understanding market information more clearly and efficiently. The availability of enhanced analysis resources reflects the company’s dedication to enabling its user base to better navigate the financial environment through careful examination of relevant indicators and patterns.

    The recent improvements underscore the increasing importance of accessible analytical capabilities within the financial sector. Through detailed graphical data, real-time updates, and customizable features, the tools facilitate a deeper insight into financial movements without requiring specialized expertise. The value of these resources lies in their capacity to help users interpret various factors that influence financial outcomes, ultimately promoting more calculated and thoughtful decision-making processes.

    Feedback from multiple sources has emphasized the practicality and clarity of the new features. A Onefxclub.net review highlights how the tools contribute to clearer visualization of trends, which assists users in evaluating scenarios with greater confidence. By streamlining the process of data interpretation, these analytical aids reduce the likelihood of misunderstandings. The review points out that this clarity serves as an important support system for anyone seeking to deepen their financial knowledge.

    Another aspect underlined in a Onefxclub net review relates to the flexibility offered by the platform. Users can tailor the tools to their preferences, focusing on specific data points relevant to their particular interests or needs. This customization enables a more targeted experience, allowing each person to concentrate on the areas that matter most to them. Such personalization is seen as a meaningful enhancement, fostering a user-friendly environment that respects individual priorities and learning styles.

    Importantly, the Onefxclub.net review also notes the balance struck between simplicity and detail. While providing access to comprehensive datasets, the tools maintain an approachable design that avoids overwhelming users. This balance ensures that the resources are suitable for a broad audience, including those who may be new to the financial field as well as more experienced individuals. The emphasis on ease of use without sacrificing depth marks a thoughtful effort to support diverse user backgrounds.

    The company’s commitment to ongoing refinement is apparent through continuous updates and improvements to the analytical tools. Feedback mechanisms encourage users to share their experiences and suggest enhancements, which in turn informs further development. This responsive attitude highlights a focus on practical usefulness. Such a methodical progression helps maintain the relevance and reliability of the tools in a changing financial landscape.

    In conclusion, the introduction of advanced analysis tools by Onefxclub represents a noteworthy step toward enriching the resources available to those engaged in financial activities. The tools assist users in better understanding complex information, allowing for more informed choices and greater confidence. The emphasis on accessibility, clarity, and customization underlines a commitment to user support that has been recognized in multiple reviews.

    About Onefxclub.net

    Onefxclub.net operates as a financial services provider with a focus on offering comprehensive analysis solutions that help users process and understand various market indicators. It operates on an international scale, maintaining active partnerships and engagements across over 30+ countries worldwide. Its global presence reflects a broad and diverse network of financial operations. The company prioritizes clear and effective tools that can be adapted to individual needs, helping its audience navigate financial data with more ease and confidence. By equipping users with these resources, the company supports a more informed approach to managing financial matters.

    Serving a diverse clientele, Onefxclub consistently works to enhance the quality and relevance of its offerings. The company listens closely to user feedback to adjust its tools, ensuring they remain practical and useful. This ongoing commitment reflects an understanding of the evolving demands within financial environments and a dedication to helping users better grasp and respond to financial information.

    Company Details

    Company Name: Onefxclub
    Email Address: support@onefxclub.net
    Company Address: LAUNCESTON TAS, 7250 Tasmania, Australia.
    Company Website: https://onefxclub.net

    Disclaimer: This press release is provided by Onefxclub. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. This content is for informational purposes only and should not be considered financial, investment, or trading advice. Investing in crypto and mining related opportunities involves significant risks, including the potential loss of capital. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. However, due to the inherently speculative nature of the blockchain sector–including cryptocurrency, NFTs, and mining–complete accuracy cannot always be guaranteed. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. Speculate only with funds that you can afford to lose. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. In the event of any legal claims or charges against this article, we accept no liability or responsibility.

    Legal Disclaimer: This media platform provides the content of this article on an “as-is” basis, without any warranties or representations of any kind, express or implied. We do not assume any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information presented herein. Any concerns, complaints, or copyright issues related to this article should be directed to the content provider mentioned above.

    The MIL Network

  • MIL-OSI: Onefxclub net Equips Users With Advanced Analysis Tools

    Source: GlobeNewswire (MIL-OSI)

    LAUNCESTON, Australia, July 01, 2025 (GLOBE NEWSWIRE) — Onefxclub.net, a company specializing in financial services, has expanded its offering by providing users with advanced tools designed to assist in making informed decisions based on comprehensive data. These tools aim to support individuals in understanding market information more clearly and efficiently. The availability of enhanced analysis resources reflects the company’s dedication to enabling its user base to better navigate the financial environment through careful examination of relevant indicators and patterns.

    The recent improvements underscore the increasing importance of accessible analytical capabilities within the financial sector. Through detailed graphical data, real-time updates, and customizable features, the tools facilitate a deeper insight into financial movements without requiring specialized expertise. The value of these resources lies in their capacity to help users interpret various factors that influence financial outcomes, ultimately promoting more calculated and thoughtful decision-making processes.

    Feedback from multiple sources has emphasized the practicality and clarity of the new features. A Onefxclub.net review highlights how the tools contribute to clearer visualization of trends, which assists users in evaluating scenarios with greater confidence. By streamlining the process of data interpretation, these analytical aids reduce the likelihood of misunderstandings. The review points out that this clarity serves as an important support system for anyone seeking to deepen their financial knowledge.

    Another aspect underlined in a Onefxclub net review relates to the flexibility offered by the platform. Users can tailor the tools to their preferences, focusing on specific data points relevant to their particular interests or needs. This customization enables a more targeted experience, allowing each person to concentrate on the areas that matter most to them. Such personalization is seen as a meaningful enhancement, fostering a user-friendly environment that respects individual priorities and learning styles.

    Importantly, the Onefxclub.net review also notes the balance struck between simplicity and detail. While providing access to comprehensive datasets, the tools maintain an approachable design that avoids overwhelming users. This balance ensures that the resources are suitable for a broad audience, including those who may be new to the financial field as well as more experienced individuals. The emphasis on ease of use without sacrificing depth marks a thoughtful effort to support diverse user backgrounds.

    The company’s commitment to ongoing refinement is apparent through continuous updates and improvements to the analytical tools. Feedback mechanisms encourage users to share their experiences and suggest enhancements, which in turn informs further development. This responsive attitude highlights a focus on practical usefulness. Such a methodical progression helps maintain the relevance and reliability of the tools in a changing financial landscape.

    In conclusion, the introduction of advanced analysis tools by Onefxclub represents a noteworthy step toward enriching the resources available to those engaged in financial activities. The tools assist users in better understanding complex information, allowing for more informed choices and greater confidence. The emphasis on accessibility, clarity, and customization underlines a commitment to user support that has been recognized in multiple reviews.

    About Onefxclub.net

    Onefxclub.net operates as a financial services provider with a focus on offering comprehensive analysis solutions that help users process and understand various market indicators. It operates on an international scale, maintaining active partnerships and engagements across over 30+ countries worldwide. Its global presence reflects a broad and diverse network of financial operations. The company prioritizes clear and effective tools that can be adapted to individual needs, helping its audience navigate financial data with more ease and confidence. By equipping users with these resources, the company supports a more informed approach to managing financial matters.

    Serving a diverse clientele, Onefxclub consistently works to enhance the quality and relevance of its offerings. The company listens closely to user feedback to adjust its tools, ensuring they remain practical and useful. This ongoing commitment reflects an understanding of the evolving demands within financial environments and a dedication to helping users better grasp and respond to financial information.

    Company Details

    Company Name: Onefxclub
    Email Address: support@onefxclub.net
    Company Address: LAUNCESTON TAS, 7250 Tasmania, Australia.
    Company Website: https://onefxclub.net

    Disclaimer: This press release is provided by Onefxclub. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. This content is for informational purposes only and should not be considered financial, investment, or trading advice. Investing in crypto and mining related opportunities involves significant risks, including the potential loss of capital. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. However, due to the inherently speculative nature of the blockchain sector–including cryptocurrency, NFTs, and mining–complete accuracy cannot always be guaranteed. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. Speculate only with funds that you can afford to lose. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. In the event of any legal claims or charges against this article, we accept no liability or responsibility.

    Legal Disclaimer: This media platform provides the content of this article on an “as-is” basis, without any warranties or representations of any kind, express or implied. We do not assume any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information presented herein. Any concerns, complaints, or copyright issues related to this article should be directed to the content provider mentioned above.

    The MIL Network

  • MIL-OSI China: EU digital legislation not on table in trade talks with US: spokesperson

    Source: People’s Republic of China – State Council News

    The digital legislation is not on the table in the trade negotiations between the European Union (EU) and the United States, European Commission spokesperson Thomas Regnier told a briefing Monday.

    Regnier emphasized that European Commission President Ursula von der Leyen has made it clear that EU legislation is not up for negotiation, “and this also includes, of course, our digital legislation,” he said.

    “We’re not going to adjust the implementation of our legislation based on the actions of third countries. If we started to do that, then we would have to do it with numerous third countries,” Regnier added. Nevertheless, the spokesperson said that the Commission remains committed to reaching a trade deal with the United States by July 9.

    The United States has repeatedly criticized the EU’s digital regulations, including the Digital Markets Act (DMA) and the Digital Services Act (DSA), as unfair and has urged the EU to ease oversight of American tech giants.

    In February, the White House warned in a memo that it would consider retaliatory measures if EU regulators targeted American tech firms under the DMA or the DSA.

    Just two months later, in April, the European Commission found that U.S. companies Apple and Meta violated the DMA and issued significant fines against both firms.

    European Commissioner for Trade and Economic Security Maros Sefcovic announced Monday that he will travel to Washington on July 1 to continue efforts toward a U.S.-EU trade deal.

    Bloomberg reported Monday that the EU is willing to accept a trade arrangement with the U.S. that includes a 10 percent universal tariff on many of the bloc’s exports, but wants the United States to commit to lower rates on key sectors such as pharmaceuticals, alcohol, semiconductors and commercial aircraft.

    The EU is also pushing the United States for quotas and exemptions to effectively lower Washington’s 25 percent tariff on automobiles and car parts as well as its 50 percent tariff on steel and aluminum, according to Bloomberg. 

    MIL OSI China News

  • MIL-Evening Report: ER Report: A Roundup of Significant Articles on EveningReport.nz for July 1, 2025

    ER Report: Here is a summary of significant articles published on EveningReport.nz on July 1, 2025.

    Trauma is carried in your DNA. But science reveals a more complicated story
    Source: The Conversation (Au and NZ) – By Tara-Lyn Camilleri, Postdoctoral researcher of transgenerational effects, Monash University Radu Bercan/Shutterstock As war continues to rage in Gaza and Ukraine, there is concern about how the related trauma might be transmitted to future generations of people in those regions. More generally, interest in the idea of transgenerational

    Aamir Khan’s big screen comeback, Sitaare Zameen Par, features an all-star neurodivergent cast – a Bollywood first
    Source: The Conversation (Au and NZ) – By Yanyan Hong, PhD Candidate in Communication, Media and Film Studies, University of Adelaide Bharti Dubey/X Bollywood star Aamir Khan’s return to the big screen after a three-year hiatus has been far from ordinary. Sitaare Zameen Par (2025) which translates to “stars on Earth”, is the first major

    The rising rate of type 2 diabetes in young New Zealanders is becoming a health crisis
    Source: The Conversation (Au and NZ) – By Lynne Chepulis, Associate Professor, Health Sciences, University of Waikato vadimguzhva/Getty Images No longer just a condition of middle age, type 2 diabetes is increasingly affecting children, teenagers and young adults in New Zealand. And our health system is nowhere near ready to manage this surge. Type 2

    Understanding the ‘Slopocene’: how the failures of AI can reveal its inner workings
    Source: The Conversation (Au and NZ) – By Daniel Binns, Senior Lecturer, Media & Communication, RMIT University AI-generated with Leonardo Phoenix 1.0. Author supplied Some say it’s em dashes, dodgy apostrophes, or too many emoji. Others suggest that maybe the word “delve” is a chatbot’s calling card. It’s no longer the sight of morphed bodies

    Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle?
    Source: The Conversation (Au and NZ) – By Dilnoza Ubaydullaeva, Lecturer in Government – National Security College, Australian National University Since US President Donald Trump took office this year, one theme has come up time and again: his rule is a threat to the US-led international order. As the US political scientist John Mearsheimer famously

    We have drugs to manage HIV. So why are we spending millions looking for cures?
    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney Alim Yakubov/Shutterstock Over the past three decades there have been amazing advances in treating and preventing HIV. It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune

    Sexy K-pop demons, a human lie detector and shearers on strike: what to watch in July
    Source: The Conversation (Au and NZ) – By John Mickel, Adjunct Associate Professor, School of Justice, Queensland University of Technology Tomorrow marks exactly halfway through 2025. Luckily there’s a suite of streaming options to help get you through the mid-year bump. We’ve got iconic classics celebrating major anniversaries, as well as an animated K-Pop spectacle,

    Fiji human rights coalition challenges Rabuka over decolonisation ‘unfinished business’
    Asia Pacific Report The NGO Coalition on Human Rights in Fiji (NGOCHR) has called on Prime Minister Sitiveni Rabuka as the new chair of the Melanesian Spearhead Group (MSG) to “uphold justice, stability and security” for Kanaky New Caledonia and West Papua. In a statement today after last week’s MSG leaders’ summit in Suva, the

    Battle of Ideas: Political Lawfare and the Destitution of Pedro Castillo
    Source: Council on Hemispheric Affairs – Analysis-Reportage COHA On June 29, Radio Negro Primero, a community-based station in Venezuela, and affiliates, will examine the jailing and prosecution of Peru’s constitutional president, Pedro Castillo. The program, Battle of Ideas, hosted by William Camacaro (Senior Analyst for COHA) and Mary Dugarte (Venezuelan Journalist), will feature distinguished panelists:

    In Struggle and Solidarity: The Enduring Legacy of Joaquín Domínguez Parada
    Source: Council on Hemispheric Affairs – Analysis-Reportage By Fred Mills and Evelyn Gonzalez Mills Silver Spring, MD Joaquín Domínguez Parada, a renowned Salvadoran attorney and tireless advocate for refugees of war and persecution, passed away on Thursday, June 26, 2025, four days after his 77th birthday in El Salvador, leaving a legacy of love, integrity,

    Here’s how First Nations landholders can share the benefits of the NSW energy transition
    Source: The Conversation (Au and NZ) – By Heidi Norman, Professor of Australian and Aboriginal history, Faculty of Arts, Design and Architecture, Convenor: Indigenous Land & Justice Research Group, UNSW Sydney Hay Local Aboriginal Land Council staff and members with researchers and actuaries from Finity Consulting. UNSW Indigenous Land and Justice Research Group The shift

    Warmer seas are fuelling the dangerous ‘weather bomb’ about to hit NSW
    Source: The Conversation (Au and NZ) – By Steve Turton, Adjunct Professor of Environmental Geography, CQUniversity Australia Heavy surf and intense rains hit Sydney beaches during a 2020 East Coast Low. Lee Hulsman/Getty Right now, a severe storm likely to be the first significant east coast low in three years is developing off the coast

    ‘I’m just exhausted’: sexual harassment at work is still rife. These new laws would help
    Source: The Conversation (Au and NZ) – By Sarah Ailwood, Associate Professor, School of Law, University of Wollongong FG Trade/Getty Last week, the Australian Human Rights Commission launched a new report on sexual harassment, called Speaking From Experience. It includes the voices of more than 300 victim-survivors of workplace sexual harassment from vulnerable communities. In

    My shins hurt after running. Could it be shin splints?
    Source: The Conversation (Au and NZ) – By Krissy Kendall, Senior Lecturer in Exercise and Sports Science, Edith Cowan University lzf/Getty If you’ve started running for the first time, started again after a break, or your workout is more intense, you might have felt it. A dull, nagging ache down your shins after you exercise.

    Australia’s cutest mammal is now Australia’s cutest three mammals
    Source: The Conversation (Au and NZ) – By Cameron Dodd, PhD Student in Evolutionary Biology and Taxonomy, The University of Western Australia The long-eared kultarr (_A. auritus_) is the middle child in terms of body size, but it has by far the biggest ears. Ken Johnson Australia is home to more than 60 species of

    Occupational therapists tackle obstacles in the home, from support to cook a meal, to navigating public transport
    Source: The Conversation (Au and NZ) – By Danielle Hitch, Senior Lecturer in Occupational Therapy, Deakin University Occupational therapists (OTs) have been in the spotlight this month after the National Disability Insurance Agency (NDIA) froze NDIS payments for these services at $193.99 per hour for the sixth year. The NDIA also cut travel payments for

    Do you have Bitcoin? Be aware of the tax consequences of selling your investment
    Source: The Conversation (Au and NZ) – By Christina Allen, Senior lecturer, Curtin University Bitcoin is ubiquitous. It is impossible to open a social media stream or news source without encountering yet another mention of the topic. Many Australians have invested, hoping for a good return. But they may not have considered the tax consequences

    On her new album, Lorde creates pop at its purest – performative, playful and alive to paradox
    Source: The Conversation (Au and NZ) – By Rosemary Overell, Senior Lecturer in Communication Studies, University of Otago “✏️Describe the vibe” goes the demand to commenters underneath the YouTube video for Lorde’s latest single, “Hammer”. Fans form a flow; a “vibe check” in Zillenial parlance: The pure rawness … (@lynmariegm) A more raw true-to-self form

    Men traded wares – but women traded knowledge: what a new archeological study tells us about PNG sea trade
    Source: The Conversation (Au and NZ) – By Robert Skelly, Archaeologist, Monash University Women loading pots on a Motu lakatoi trading vessel, in this photograph published in 1887. J. W. Lindt Australia’s closest neighbour, Papua New Guinea, is a place of remarkable cultural diversity. Home to cultures speaking more than 800 languages, this region has

    Unsafe and unethical: bed shortages mean dementia patients with psychiatric symptoms are admitted to medical wards
    Source: The Conversation (Au and NZ) – By Cindy Towns, Senior Lecturer in General Medicine and Geriatrics, University of Otago Getty Images New Zealand’s mental health crisis is well documented in the government’s 2018 inquiry, He Ara Oranga, which shows one in five people experience mental illness or significant mental distress. However, an almost singular

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: ER Report: A Roundup of Significant Articles on EveningReport.nz for July 1, 2025

    ER Report: Here is a summary of significant articles published on EveningReport.nz on July 1, 2025.

    Trauma is carried in your DNA. But science reveals a more complicated story
    Source: The Conversation (Au and NZ) – By Tara-Lyn Camilleri, Postdoctoral researcher of transgenerational effects, Monash University Radu Bercan/Shutterstock As war continues to rage in Gaza and Ukraine, there is concern about how the related trauma might be transmitted to future generations of people in those regions. More generally, interest in the idea of transgenerational

    Aamir Khan’s big screen comeback, Sitaare Zameen Par, features an all-star neurodivergent cast – a Bollywood first
    Source: The Conversation (Au and NZ) – By Yanyan Hong, PhD Candidate in Communication, Media and Film Studies, University of Adelaide Bharti Dubey/X Bollywood star Aamir Khan’s return to the big screen after a three-year hiatus has been far from ordinary. Sitaare Zameen Par (2025) which translates to “stars on Earth”, is the first major

    The rising rate of type 2 diabetes in young New Zealanders is becoming a health crisis
    Source: The Conversation (Au and NZ) – By Lynne Chepulis, Associate Professor, Health Sciences, University of Waikato vadimguzhva/Getty Images No longer just a condition of middle age, type 2 diabetes is increasingly affecting children, teenagers and young adults in New Zealand. And our health system is nowhere near ready to manage this surge. Type 2

    Understanding the ‘Slopocene’: how the failures of AI can reveal its inner workings
    Source: The Conversation (Au and NZ) – By Daniel Binns, Senior Lecturer, Media & Communication, RMIT University AI-generated with Leonardo Phoenix 1.0. Author supplied Some say it’s em dashes, dodgy apostrophes, or too many emoji. Others suggest that maybe the word “delve” is a chatbot’s calling card. It’s no longer the sight of morphed bodies

    Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle?
    Source: The Conversation (Au and NZ) – By Dilnoza Ubaydullaeva, Lecturer in Government – National Security College, Australian National University Since US President Donald Trump took office this year, one theme has come up time and again: his rule is a threat to the US-led international order. As the US political scientist John Mearsheimer famously

    We have drugs to manage HIV. So why are we spending millions looking for cures?
    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney Alim Yakubov/Shutterstock Over the past three decades there have been amazing advances in treating and preventing HIV. It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune

    Sexy K-pop demons, a human lie detector and shearers on strike: what to watch in July
    Source: The Conversation (Au and NZ) – By John Mickel, Adjunct Associate Professor, School of Justice, Queensland University of Technology Tomorrow marks exactly halfway through 2025. Luckily there’s a suite of streaming options to help get you through the mid-year bump. We’ve got iconic classics celebrating major anniversaries, as well as an animated K-Pop spectacle,

    Fiji human rights coalition challenges Rabuka over decolonisation ‘unfinished business’
    Asia Pacific Report The NGO Coalition on Human Rights in Fiji (NGOCHR) has called on Prime Minister Sitiveni Rabuka as the new chair of the Melanesian Spearhead Group (MSG) to “uphold justice, stability and security” for Kanaky New Caledonia and West Papua. In a statement today after last week’s MSG leaders’ summit in Suva, the

    Battle of Ideas: Political Lawfare and the Destitution of Pedro Castillo
    Source: Council on Hemispheric Affairs – Analysis-Reportage COHA On June 29, Radio Negro Primero, a community-based station in Venezuela, and affiliates, will examine the jailing and prosecution of Peru’s constitutional president, Pedro Castillo. The program, Battle of Ideas, hosted by William Camacaro (Senior Analyst for COHA) and Mary Dugarte (Venezuelan Journalist), will feature distinguished panelists:

    In Struggle and Solidarity: The Enduring Legacy of Joaquín Domínguez Parada
    Source: Council on Hemispheric Affairs – Analysis-Reportage By Fred Mills and Evelyn Gonzalez Mills Silver Spring, MD Joaquín Domínguez Parada, a renowned Salvadoran attorney and tireless advocate for refugees of war and persecution, passed away on Thursday, June 26, 2025, four days after his 77th birthday in El Salvador, leaving a legacy of love, integrity,

    Here’s how First Nations landholders can share the benefits of the NSW energy transition
    Source: The Conversation (Au and NZ) – By Heidi Norman, Professor of Australian and Aboriginal history, Faculty of Arts, Design and Architecture, Convenor: Indigenous Land & Justice Research Group, UNSW Sydney Hay Local Aboriginal Land Council staff and members with researchers and actuaries from Finity Consulting. UNSW Indigenous Land and Justice Research Group The shift

    Warmer seas are fuelling the dangerous ‘weather bomb’ about to hit NSW
    Source: The Conversation (Au and NZ) – By Steve Turton, Adjunct Professor of Environmental Geography, CQUniversity Australia Heavy surf and intense rains hit Sydney beaches during a 2020 East Coast Low. Lee Hulsman/Getty Right now, a severe storm likely to be the first significant east coast low in three years is developing off the coast

    ‘I’m just exhausted’: sexual harassment at work is still rife. These new laws would help
    Source: The Conversation (Au and NZ) – By Sarah Ailwood, Associate Professor, School of Law, University of Wollongong FG Trade/Getty Last week, the Australian Human Rights Commission launched a new report on sexual harassment, called Speaking From Experience. It includes the voices of more than 300 victim-survivors of workplace sexual harassment from vulnerable communities. In

    My shins hurt after running. Could it be shin splints?
    Source: The Conversation (Au and NZ) – By Krissy Kendall, Senior Lecturer in Exercise and Sports Science, Edith Cowan University lzf/Getty If you’ve started running for the first time, started again after a break, or your workout is more intense, you might have felt it. A dull, nagging ache down your shins after you exercise.

    Australia’s cutest mammal is now Australia’s cutest three mammals
    Source: The Conversation (Au and NZ) – By Cameron Dodd, PhD Student in Evolutionary Biology and Taxonomy, The University of Western Australia The long-eared kultarr (_A. auritus_) is the middle child in terms of body size, but it has by far the biggest ears. Ken Johnson Australia is home to more than 60 species of

    Occupational therapists tackle obstacles in the home, from support to cook a meal, to navigating public transport
    Source: The Conversation (Au and NZ) – By Danielle Hitch, Senior Lecturer in Occupational Therapy, Deakin University Occupational therapists (OTs) have been in the spotlight this month after the National Disability Insurance Agency (NDIA) froze NDIS payments for these services at $193.99 per hour for the sixth year. The NDIA also cut travel payments for

    Do you have Bitcoin? Be aware of the tax consequences of selling your investment
    Source: The Conversation (Au and NZ) – By Christina Allen, Senior lecturer, Curtin University Bitcoin is ubiquitous. It is impossible to open a social media stream or news source without encountering yet another mention of the topic. Many Australians have invested, hoping for a good return. But they may not have considered the tax consequences

    On her new album, Lorde creates pop at its purest – performative, playful and alive to paradox
    Source: The Conversation (Au and NZ) – By Rosemary Overell, Senior Lecturer in Communication Studies, University of Otago “✏️Describe the vibe” goes the demand to commenters underneath the YouTube video for Lorde’s latest single, “Hammer”. Fans form a flow; a “vibe check” in Zillenial parlance: The pure rawness … (@lynmariegm) A more raw true-to-self form

    Men traded wares – but women traded knowledge: what a new archeological study tells us about PNG sea trade
    Source: The Conversation (Au and NZ) – By Robert Skelly, Archaeologist, Monash University Women loading pots on a Motu lakatoi trading vessel, in this photograph published in 1887. J. W. Lindt Australia’s closest neighbour, Papua New Guinea, is a place of remarkable cultural diversity. Home to cultures speaking more than 800 languages, this region has

    Unsafe and unethical: bed shortages mean dementia patients with psychiatric symptoms are admitted to medical wards
    Source: The Conversation (Au and NZ) – By Cindy Towns, Senior Lecturer in General Medicine and Geriatrics, University of Otago Getty Images New Zealand’s mental health crisis is well documented in the government’s 2018 inquiry, He Ara Oranga, which shows one in five people experience mental illness or significant mental distress. However, an almost singular

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI: DRC Medicine Ltd. Announces the Business Combination Agreement with Ribbon Acquisition Corp.

    Source: GlobeNewswire (MIL-OSI)

    Combined Company Expected to be Listed on NASDAQ Global Market

    • DRC Medicine Ltd. (“DRC Medicine” or the “Company”), is an innovative healthcare and biotechnology company headquartered in Japan, focused on the research, development, and commercialization of advanced medical technologies that address significant global health challenges.
    • The Company is best known for its proprietary Hydro Silver Titanium® technology, initially applied in consumer hygiene products such as masks and towels, and now being advanced to obtain medical device certification as among the world’s first therapeutic masks for seasonal allergic rhinitis.
    • Combined company to have an implied initial pro forma equity value of approximately $422.15 Million, (assuming no redemptions) and the transaction is expected to deliver cash proceeds of around $50.42 Million to DRC Medicine (assuming no redemptions) to fund DRC Medicine’s business and operations, which include devices’ clinical trial and certification.
    • Current DRC Medicine shareholders will retain 100% of their equity and will continue to own approximately 82.91% of the combined company on a pro forma basis, assuming no redemptions by Ribbon’s shareholder.

    Tokyo, June 30, 2025 (GLOBE NEWSWIRE) — DRC Medicine Ltd., an innovative healthcare and biotechnology company based in Tokyo, Japan (“DRC” or the “Company”), announced today that it has entered into a business combination agreement (the “Business Combination Agreement”) with Ribbon Acquisition Corp. (NASDAQ: RIBB) (“Ribbon”), a special purpose acquisition company, DRC Medicine Inc., a Delaware company limited by shares (DRC Medicine) and DRC Merger Inc. (“Merger Sub”), a Delaware company limited by shares and a directly owned subsidiary of DRC Medicine, which would result in DRC Medicine becoming a publicly-traded company (the “Proposed Transaction”).

    DRC Medicine Ltd. is an innovative healthcare and biotechnology company headquartered in Japan, focused on the research, development, and commercialization of advanced medical technologies that address significant global health challenges. The Company is best known for its proprietary Hydro Silver Titanium® technology, initially applied in consumer hygiene products such as masks and towels, and now being advanced to obtain medical device certification as among the world’s first therapeutic masks for seasonal allergic rhinitis. In addition to medical devices, the Company is developing a pipeline of In Vitro Diagnostic (“IVD”) kits for infectious diseases and allergen detection, combining its world-only cell-free protein synthesis technology leveraging AI powered Apps and is in final negotiation in acquiring an innovative ATP-enhancing drug for Parkinson’s disease drugs development company, the drug is currently in clinical trials. This diverse portfolio is driven by a strong focus on unmet medical needs, AI-assisted discovery, and global healthcare infrastructure transformation. For more information, visit https://drciyaku.co.jp/ and https://drciyaku.jp/.

    Dr. Marumi Okazaki, President & CEO of DRC, said: “This transaction will give us the resources that will enable us to capture the positive trends in our industry. Given the growth of airborne allergens, respiratory diseases and infectious diseases, increasing demand for better respiratory protection mask and faster and a more accurate IVD kits, we intend to invest in more IVD kits paired with AI-powered Apps in achieving universal diagnostics to empower the general public in guarding their health and fight against allergen, respiratory diseases and infectious diseases as well as catapult our research and development, production capabilities to meet the rising demand for better respiratory protection mask and AI-powered IVD kits.”

    Mr. Angshuman (Bubai) Ghosh, Chairman/CEO of Ribbon, said, “This business combination agreement with DRC is a great opportunity to enter into an exciting and accelerating growth healthcare and biotechnology industry. We believe its highly capable and experienced management team with all of the founders with substantial experience in developing innovative technologies, supported by their technology-savvy specialists and R&D team who are committed to pioneering innovations, will enable DRC to continuously innovate and advance their healthcare and biotechnology applications to gain a greater foothold in the global market.”

    Transaction Overview

    As a part of the Proposed Transaction, an intermediate holding company incorporated in Japan (the “Intermediate Co.” will acquire the shares of DRC Medicine, after which the Intermediate Co. will engage in a share exchange transaction with the  shareholders of the Company, such that the Company will become a wholly-owned subsidiary of Intermediate Co. and the shareholders of the Company will become shareholders of DRC Medicine (the “DRC Restructuring”). Following the consummation of the DRC Restructuring and subject to the terms and conditions of the Business Combination Agreement, Ribbon will merge with and into the Merger Sub, with Merger Sub continuing as the surviving company and remaining a wholly owned subsidiary of DRC Medicine.

    The Proposed Transaction implies a pre-money equity value of US$350 million of DRC on a fully diluted basis, and is expected to provide DRC with access to approximately US$50 million cash from Ribbon’s IPO proceeds held in trust, assuming no redemption by Ribbon’s shareholders in connection with the current and future proxy exercises and prior to the payment of any transaction expenses. The parties will cooperate in connection with any financing arrangement the parties seek in connection with the Proposed Transaction.

    Advisors

    A.G.P./Alliance Global Partners serves as the financial advisor and lead capital markets advisor to Ribbon. Geneva Capital Group serves as the financial advisor to DRC. Celine & Partners serves as the legal advisor to Ribbon. Ross Law Group serves as the legal advisor to DRC.

    About DRC Medicine Ltd

    Founded in 2007, DRC is an innovative healthcare and biotechnology company headquartered in Japan, focused on the research, development, and commercialization of advanced medical technologies that address significant global health challenges. The Company is best known for its proprietary Hydro Silver Titanium® technology, initially applied in consumer hygiene products such as masks and towels, and now being advanced to obtain medical device certification as among the world’s first therapeutic masks for seasonal allergic rhinitis . In addition to medical devices, the Company is developing a pipeline of In Vitro Diagnostic (“IVD”) kits for infectious diseases and allergen detection, combining its world-only cell-free protein synthesis technology leveraging AI powered Apps and is in final negotiation in acquiring an innovative ATP-enhancing drug for Parkinson’s disease.

    About Ribbon Acquisition Corp. 

    Ribbon is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While Ribbon intends to conduct a global search for target businesses without being limited by geographic region, certain executive officers and independent directors are based in Hong Kong, and certain executive officers have experience investing in and building businesses in the Asia Pacific region and have a deep understanding of the region’s business environment, regulations, regulatory bodies and culture. Ribbon will not undertake an initial business combination with any company being based in or having the majority of the company’s operations in Greater China. Ribbon is led by Mr. Angshuman (Bubai) Ghosh, Ribbon’s Chief Executive Officer, and Ms. Zhiyang (Anna) Zhou, Ribbon’s Chief Financial Officer.

    Important Additional Information Regarding the Transaction Will Be Filed With the SEC

    This press release relates to the proposed business combination between Ribbon Acquisition Corp. and DRC Medicine Ltd.. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. DRC intends to file a Registration Statement on Form S-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Ribbon shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Ribbon and DRC will also file other documents regarding the proposed business combination with the SEC. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RIBBON ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

    Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Ribbon and DRC through the website maintained by the SEC at www.sec.gov. The documents filed by Ribbon and DRC with the SEC also may be obtained free of charge upon written request to Ribbon Acquisition Corp., Central Park Tower LaTour Shinjuku Room 3001, 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023.

    Participants in the Solicitations

    Ribbon, DRC and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Ribbon’s shareholders in connection with the proposed business combination. You can find information about Ribbon’s directors and executive officers and their interest in Ribbon in Ribbon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was originally filed with the SEC on April 1, 2025. A list of the names of the directors, executive officers, other members of management and employees of Ribbon and DRC, as well as information regarding their interests in the business combination, will be contained in the Registration Statement on Form S-4 to be filed with the SEC by DRC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.

    Caution About Forward-Looking Statements

    This press release may contain forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to Ribbon and DRC. These forward-looking statements are based on Ribbon’s and DRC’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of DRC’s business plans including its plans to expand, the anticipated enterprise value of the combined company following the consummation of the proposed business combination, anticipated benefits of the proposed business combination and expectations related to the terms and timing of the proposed business combination, are also forward-looking statements.

    Although each of Ribbon and DRC believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Ribbon and DRC cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond Ribbon’s and DRC’s control. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the proposed business combination, which is expected to be filed by DRC with the SEC and other documents filed by Ribbon or DRC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements.

    There may be additional risks that neither Ribbon or DRC presently know or that Ribbon and DRC currently believe are immaterial and that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Ribbon or DRC, their respective directors, officers or employees or any other person that Ribbon and DRC will achieve their objectives and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Ribbon or DRC to predict these events or how they may affect Ribbon or DRC. Except as required by law, neither Ribbon nor DRC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect Ribbon’s and DRC’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against Ribbon or DRC, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of Ribbon or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of Ribbon or DRC as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; Ribbon’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; the impact of the COVID-19 pandemic; changes in laws and regulations that impact DRC; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Ribbon’s final prospectus dated January 14, 2025 relating to its initial public offering and in subsequent filings with the SEC, including the registration statement on Form S-4 relating to the business combination expected to be filed by DRC.

    No Offer or Solicitation

    This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

    For further queries please contact:

    Geneva Capital Group on behalf of DRC

    Bob Lau, bob.lau@genevagroup.com.sg 

    The MIL Network

  • MIL-OSI Russia: IMF Executive Board Completes the Second Review under the Extended Credit Facility Arrangement for Togo

    Source: IMF – News in Russian

    June 30, 2025

    • The IMF Executive Board today completed the second review under the Extended Credit Facility (ECF) arrangement for Togo, allowing the authorities to draw about SDR 44.0 million (about US$ 60.5 million). The Executive Board approved the 42-month ECF arrangement in March 2024 and concluded the first review in December 2024.
    • Growth has remained robust, and inflation has continued to slow. The medium-term economic outlook is favorable, with sustained robust growth, but elevated risks remain.
    • Implementation of the IMF-supported program has been broadly satisfactory: the authorities met all quantitative targets at end-December 2024 except for the performance criterion on the fiscal balance, and they have met all but one structural benchmark due since the completion of the first ECF review.

    Washington, DC: The Executive Board of the International Monetary Fund (IMF) completed the second review of the Extended Credit Facility (ECF) arrangement for Togo. The Board’s decision enables the immediate disbursement of about SDR 44.0 million (about US$ 60.5 million), which will be used for budget support. The ECF-arrangement provides overall financing of SDR 293.60 million (about US$ 403.4 million) on favorable terms.

    The IMF approved the ECF arrangement in March 2024 to help the authorities address the legacies of shocks experienced since 2020, notably the COVID pandemic and the increase in global food and fuel prices. The Togolese authorities were able to lessen the impacts of these shocks on the Togolese population, but this came at the price of large fiscal deficits and a rapidly rising public debt burden. The IMF-supported government program aims to (i) make growth more inclusive while strengthening debt sustainability, and (ii) implement structural reforms to support growth and limit fiscal and financial sector risks. The IMF Executive Board completed the first ECF review in December 2024.  

    The medium-term outlook is broadly favorable, with continued robust growth. Economic growth reached an estimated 5.3 percent in 2024 and is projected at 5.2 percent in 2025 and 5.5 percent per year thereafter, according to IMF staff projections, barring major adverse shocks. Headline inflation eased to 2.6 percent in April 2025 and core inflation (which excludes the prices of energy and fresh products) fell to 1.3 percent (annual averages).

    However, the outlook is subject to high risks. In particular, insecurity from the presence of terrorist groups at the country’s northern border continues, putting pressure on spending. The authorities face challenging trade-offs between the need to achieve fiscal consolidation to lower the debt burden and the need to maintain security, enhance inclusion, and support growth.

    Implementation of the IMF-supported program has been broadly satisfactory. The authorities met all quantitative targets at end-December 2024 except for the performance criterion on the fiscal balance. A notable success has been that the authorities raised tax revenue in 2024 as planned and pushed non-tax revenue beyond expectations. At the same time, higher-than-budgeted spending pushed debt higher. The authorities also met all but one structural benchmark due since the completion of the first ECF review, thanks to public financial management and banking sector reforms.

    At the conclusion of the Executive Board’s discussion, Mr. Kenji Okamura, Deputy Managing Director, and Acting Chair, made the following statement: 

    “The authorities have implemented the IMF-supported program in an overall satisfactory manner in an environment marked by continued security challenges, tight financing conditions, and elevated global uncertainty. Among other achievements, the authorities mobilized tax revenue in line with targets, while non-tax revenue exceeded projections.

    “Nonetheless, progress on fiscal consolidation has been slower than programmed due to operations the authorities recorded below the line, resulting in faster-than-expected debt accumulation. The authorities’ efforts to address this development, in particular the publication of an innovative note on budget execution and debt accumulation, are welcome.

    “Against this background, the authorities are encouraged to redouble their efforts at fiscal consolidation while preserving growth and strengthening inclusion. The IMF approves the authorities’ request for a limited relaxation of the fiscal deficit target for 2024 and for delaying the goal of lowering the present value of debt below 55 percent of GDP by one year, to 2027. These modifications appropriately balance the need to respond to security threats against the need to strengthen debt sustainability. 

    “Further, the authorities are encouraged to continue efforts to enhance revenue while making taxation more efficient, supported by a timely elaboration of a medium-term revenue mobilization strategy. Reforms to improve the efficiency of spending and strengthen the effectiveness of the social safety net, including phasing out fuel subsidies, will also be important. Further, it will be important to strengthen electricity and water provision, including raising tariffs to ensure cost recovery in combination with measures to protect the most vulnerable.

    “The IMF welcomes the authorities’ efforts to reduce financial sector and fiscal risks by recapitalizing the remaining state-owned bank, which have boosted the bank’s compliance with regulatory norms. Further efforts will be needed to address the remaining breaches of regulatory norms and to restructure the bank’s operations to ensure its stability and profitability.

    “Finally, efforts to strengthen governance will be critical for nurturing the business environment and supporting sustainable growth. The authorities’ commitment to publishing the planned Governance Diagnostic Assessment is very welcome. The authorities should also align asset and income declarations regime with international standards.”

    Togo: Selected Economic and Financial Indicators, 2023–27

     

    2023

    2024

    2025

    2026

    2027

     

    Estimates

    Projections

    Real GDP

    5.6

    5.3

    5.2

    5.5

    5.5

    Real GDP per capita

    3.1

    2.8

    2.7

    3.0

    3.0

    GDP deflator

    2.9

    2.2

    2.0

    2.0

    2.0

    Consumer price index (annual average)

    5.3

    2.9

    2.3

    2.0

    2.0

    GDP (CFAF billions)

    5,507

    5,927

    6,360

    6,843

    7,364

    Exchange rate CFAF/US$ (annual average level)

    606

    Real effective exchange rate (appreciation = –)

    -8.2

    Terms of trade (deterioration = –)

    2.5

    -0.4

    -0.3

    0.9

    0.6

     

    Monetary survey

     

    Net foreign assets

    2.0

    1.3

    3.6

    2.4

    2.3

    Net credit to government

    1.2

    8.6

    2.6

    -1.3

    -0.1

    Credit to nongovernment sector

    2.9

    3.6

    1.4

    7.4

    7.0

    Broad money (M2)

    6.5

    8.5

    7.3

    7.6

    7.6

    Velocity (GDP/end-of-period M2)

    2.0

    2.0

    2.0

    2.0

    2.0

     

    Investment and savings

     

    Gross domestic investment

    28.0

    26.8

    25.6

    24.4

    25.3

    Government

    11.5

    10.1

    8.5

    7.1

    7.8

    Nongovernment

    16.5

    16.7

    17.1

    17.3

    17.5

    Gross national savings

    24.0

    23.7

    23.2

    23.0

    24.3

    Government

    4.8

    2.7

    4.6

    4.1

    4.8

    Nongovernment

    19.2

    20.9

    18.7

    18.8

    19.5

     

    Government budget

             

    Total revenue and grants

    19.8

    19.0

    18.8

    18.5

    19.0

    Revenue

    16.8

    17.0

    16.6

    17.1

    17.6

    Tax revenue

    14.8

    14.9

    15.4

    15.9

    16.4

    Expenditure and net lending

    26.6

    26.4

    22.7

    21.5

    22.0

    Expenditure and net lending (excl. banking sector operations)

    26.6

    25.4

    22.3

    21.5

    22.0

    Primary balance (commitment basis, incl. grants)

    -3.9

    -4.5

    -1.2

    -0.2

    -0.4

    Overall balance (commitment basis, incl. grants, excl. banking sector operations)

    -6.7

    -6.4

    -3.5

    -3.0

    -3.0

    Overall balance (commitment basis, incl. grants)

    -6.7

    -7.4

    -3.9

    -3.0

    -3.0

    Primary balance (cash basis, incl. grants)

    -3.9

    -4.5

    -1.2

    -0.2

    -0.4

    Overall balance (cash basis, incl. grants, excl. banking sector operations)

    -6.7

    -6.4

    -3.5

    -3.0

    -3.0

    Overall balance (cash basis, incl. grants)

    -6.7

    -7.4

    -3.9

    -3.0

    -3.0

     

    External sector

             

    Current account balance

    -4.0

    -3.2

    -2.3

    -1.4

    -1.0

    Exports (goods and services)

    26.3

    25.5

    25.5

    25.5

    25.7

    Imports (goods and services)

    -37.8

    -35.9

    -34.3

    -32.8

    -32.5

    External public debt1

    26.3

    30.4

    32.8

    32.1

    32.7

    External public debt service (percent of exports)1

    7.7

    10.0

    14.8

    15.0

    8.1

    Domestic public debt2

    42.3

    41.7

    37.5

    36.6

    34.3

    Total public debt3

    68.6

    72.1

    70.2

    68.7

    66.9

    Total public debt (excluding SOEs)4

    67.3

    71.2

    69.6

    68.2

    66.6

    Present value of total public debt3

    62.3

    63.2

    60.0

    57.0

    54.0

    Sources: Togolese authorities and IMF staff estimates and projections.

     

    1 Includes state-owned enterprise external debt.

    2 Includes domestic arrears and state-owned enterprise domestic debt.

    3 Includes domestic arrears and state-owned enterprise debt.

    4 Includes domestic arrears.

    IMF Communications Department
    MEDIA RELATIONS

    PRESS OFFICER: Kwabena Akuamoah-Boateng

    Phone: +1 202 623-7100Email: MEDIA@IMF.org

    https://www.imf.org/en/News/Articles/2025/06/30/pr25229-togo-imf-completes-the-second-review-under-the-ecf-arrangement-for-togo

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  • MIL-OSI Submissions: Scientists in Antarctica: why they’re there and what they’ve found

    Source: The Conversation – Africa (2) – By David William Hedding, Professor in Geography, University of South Africa

    A media storm blew up in mid-March 2025 when a researcher at South Africa’s isolated Sanae IV base in Antarctica accused one of its nine team members of becoming violent.

    The Conversation Africa asked geomorphologist David William Hedding, who has previously carried out research from the frozen continent, about the work researchers do in Antarctica, what conditions are like and why it matters.

    What do researchers focus on when they’re working in Antarctica?

    Currently, the main focus of research in the Antarctic revolves around climate change because the White Continent is a good barometer for changes in global cycles. It has a unique and fragile environment. It’s an extreme climate which makes it highly sensitive to any changes in global climate and atmospheric conditions. Importantly, the Antarctic remains relatively untouched by humans, so we are able to study processes and responses of natural systems.

    Also, the geographic location of Antarctic enables science that is less suitable elsewhere on the planet. An example of this is the work on space weather (primarily disturbances to the Earth’s magnetic field caused by solar activity). Studying space weather is significant because the magnetic field of the Earth can impact communication platforms, technology, infrastructure and even human health.

    How many countries have teams working there? Where does South Africa fit in?

    Currently, about 30 countries have research stations in the Antarctic but these bases serve a far wider community of researchers. Collaboration is a key component of research in the Antarctic because many study sites are isolated, logistics are a challenge and resources are typically limited.

    The South African base in Antarctica, named SANAE IV usually has between 10 and 12 researchers and base personnel. This research station is situated on a nunatak (a mountain piercing through the ice) in Western Dronning Maud Land. It is an extremely remote location approximately 220km inland from the ice-shelf.

    The researchers and base personnel remain in Antarctica for approximately 15 months working through the cold and dark winter months.

    What have been some of the biggest ‘finds’?

    The biggest research finding from the Antarctic was the discovery of the ozone hole in 1985 by scientists from the British Antarctic Survey. This discovery led to the creation and implementation of the Montreal Protocol, a treaty to phase out chlorofluorocarbons (synthetic chemical compounds composed of chlorine, fluorine, and carbon) which destroy ozone. This was a major breakthrough in terms of slowly healing the ozone layer.

    The second most significant piece of research to come from the Antarctic has been the use of ice cores to reconstruct past climates. Ice cores preserve air bubbles which provide a wealth of information about the conditions of the atmosphere over time. Importantly, ice cores provide an uninterrupted and detailed window into the past 1.2 million years. This is important because only by understanding past climates and the earth’s responses to those changes are we able to predict future responses. This is significant because of the imminent threats resulting from anthropogenic (human-induced) climate change.

    What conditions do scientists work under?

    Conducting research in the Antarctic is extremely difficult for three primary reasons: remoteness, the cold and daylight.

    The remoteness of many study sites makes it difficult to reach. Distances are vast from the limited number of bases in the Antarctic. Thus, logistics for science in the Antarctic is a major challenge and requires collaboration and planning. For example, the geologists from the University of Johannesburg, who work from the SANAE IV base in Antarctica, often spend weeks in the field collecting samples. They travel significant distances via snow mobile and remain self-sufficient while conducting science in tough conditions.

    These tough conditions relate specifically to the cold. Most science only occurs in the austral summer months when temperatures become marginally bearable. Also, the summer season only provides a short window in which to operate because access to Antarctic by sea is limited by extent and thickness of the sea ice.

    Lastly, during summer there is 24 hours of daylight which lengthens the working day but these conditions are also short-lived.

    Why it is important to do scientific work in the area?

    The Antarctic is intricately linked to global systems and plays a major role in influencing these systems.

    For example, climate change will cause significant melting of land-based ice in Antarctica which when added to the oceans will cause sea-level rise and disruptions to global oceanic currents. Therefore, it is critical that we obtain a better understanding of how responses of terrestrial systems, such as the Antarctic, will impact oceanic systems because ultimately changes in ocean currents will impact the oceanic food web.

    In the context of climate change, sea-level rise is a major concern as it will have global impacts for society, so it is critical that the impacts are investigated to enable society to build resilience and adapt.

    David William Hedding receives funding from the National Research Foundation.

    ref. Scientists in Antarctica: why they’re there and what they’ve found – https://theconversation.com/scientists-in-antarctica-why-theyre-there-and-what-theyve-found-252752

    MIL OSI

  • MIL-OSI Submissions: Scientists in Antarctica: why they’re there and what they’ve found

    Source: The Conversation – Africa (2) – By David William Hedding, Professor in Geography, University of South Africa

    A media storm blew up in mid-March 2025 when a researcher at South Africa’s isolated Sanae IV base in Antarctica accused one of its nine team members of becoming violent.

    The Conversation Africa asked geomorphologist David William Hedding, who has previously carried out research from the frozen continent, about the work researchers do in Antarctica, what conditions are like and why it matters.

    What do researchers focus on when they’re working in Antarctica?

    Currently, the main focus of research in the Antarctic revolves around climate change because the White Continent is a good barometer for changes in global cycles. It has a unique and fragile environment. It’s an extreme climate which makes it highly sensitive to any changes in global climate and atmospheric conditions. Importantly, the Antarctic remains relatively untouched by humans, so we are able to study processes and responses of natural systems.

    Also, the geographic location of Antarctic enables science that is less suitable elsewhere on the planet. An example of this is the work on space weather (primarily disturbances to the Earth’s magnetic field caused by solar activity). Studying space weather is significant because the magnetic field of the Earth can impact communication platforms, technology, infrastructure and even human health.

    How many countries have teams working there? Where does South Africa fit in?

    Currently, about 30 countries have research stations in the Antarctic but these bases serve a far wider community of researchers. Collaboration is a key component of research in the Antarctic because many study sites are isolated, logistics are a challenge and resources are typically limited.

    The South African base in Antarctica, named SANAE IV usually has between 10 and 12 researchers and base personnel. This research station is situated on a nunatak (a mountain piercing through the ice) in Western Dronning Maud Land. It is an extremely remote location approximately 220km inland from the ice-shelf.

    The researchers and base personnel remain in Antarctica for approximately 15 months working through the cold and dark winter months.

    What have been some of the biggest ‘finds’?

    The biggest research finding from the Antarctic was the discovery of the ozone hole in 1985 by scientists from the British Antarctic Survey. This discovery led to the creation and implementation of the Montreal Protocol, a treaty to phase out chlorofluorocarbons (synthetic chemical compounds composed of chlorine, fluorine, and carbon) which destroy ozone. This was a major breakthrough in terms of slowly healing the ozone layer.

    The second most significant piece of research to come from the Antarctic has been the use of ice cores to reconstruct past climates. Ice cores preserve air bubbles which provide a wealth of information about the conditions of the atmosphere over time. Importantly, ice cores provide an uninterrupted and detailed window into the past 1.2 million years. This is important because only by understanding past climates and the earth’s responses to those changes are we able to predict future responses. This is significant because of the imminent threats resulting from anthropogenic (human-induced) climate change.

    What conditions do scientists work under?

    Conducting research in the Antarctic is extremely difficult for three primary reasons: remoteness, the cold and daylight.

    The remoteness of many study sites makes it difficult to reach. Distances are vast from the limited number of bases in the Antarctic. Thus, logistics for science in the Antarctic is a major challenge and requires collaboration and planning. For example, the geologists from the University of Johannesburg, who work from the SANAE IV base in Antarctica, often spend weeks in the field collecting samples. They travel significant distances via snow mobile and remain self-sufficient while conducting science in tough conditions.

    These tough conditions relate specifically to the cold. Most science only occurs in the austral summer months when temperatures become marginally bearable. Also, the summer season only provides a short window in which to operate because access to Antarctic by sea is limited by extent and thickness of the sea ice.

    Lastly, during summer there is 24 hours of daylight which lengthens the working day but these conditions are also short-lived.

    Why it is important to do scientific work in the area?

    The Antarctic is intricately linked to global systems and plays a major role in influencing these systems.

    For example, climate change will cause significant melting of land-based ice in Antarctica which when added to the oceans will cause sea-level rise and disruptions to global oceanic currents. Therefore, it is critical that we obtain a better understanding of how responses of terrestrial systems, such as the Antarctic, will impact oceanic systems because ultimately changes in ocean currents will impact the oceanic food web.

    In the context of climate change, sea-level rise is a major concern as it will have global impacts for society, so it is critical that the impacts are investigated to enable society to build resilience and adapt.

    David William Hedding receives funding from the National Research Foundation.

    ref. Scientists in Antarctica: why they’re there and what they’ve found – https://theconversation.com/scientists-in-antarctica-why-theyre-there-and-what-theyve-found-252752

    MIL OSI

  • MIL-OSI Submissions: Sugary drinks, processed foods, alcohol and tobacco are big killers: why the G20 should add its weight to health taxes

    Source: The Conversation – Africa – By Karen Hofman, Professor and Programme Director, SA MRC Centre for Health Economics and Decision Science – PRICELESS SA (Priority Cost Effective Lessons in Systems Strengthening South Africa), University of the Witwatersrand

    By 2030, non-communicable diseases will account for 75% of all deaths annually. Eighty percent of these will be in the global south. Most of these diseases are what we call silent killers: type 2 diabetes, high blood pressure and heart disease, as well as certain types of cancer at increasingly younger ages.

    The consumption of sugary drinks and processed foods high in sugar, salt and saturated fats is fuelling these pandemics. And increasingly advertising is being seen as the means by which the consumption of unhealthy products is promoted. This translates into the growth of non-communicable diseases in populations across the globe. This rising threat is driven largely by the way in which markets and industries are organised, which, in turn, shapes social norms towards consumption of tobacco, alcohol, food and sugary beverages.

    This process is what’s known as commercial determinants of health.

    Products that top the list in terms of their risk to health are tobacco, sugary beverages, ultra processed food and alcohol.

    These products are heavily advertised. For example, in South Africa from 2013 to 2019, sugary beverage manufacturers spent US$191 million (R3.7 billion) to advertise their products. Many of the TV advertisements for sugary drinks were placed during child and family viewing time, between 3pm and 7pm.

    Over the past decade a number of countries have introduced policies in a bid to limit the use and intake of harmful food and beverages. These have ranged from taxes on certain products, such as sugar, alcohol and tobacco, to bans on advertising. Many have proved effective. But there are still big gaps in policies to control these harmful products.

    As academics who have researched this field for three decades we believe that the G20 can play a significant role in plugging these gaps. The countries under the G20 umbrella, which represent two thirds of the world’s population, have reason to act: all are experiencing a mounting burden of obesity-related illness such as diabetes, high blood pressure and cancer at ever-younger ages.

    One of South Africa’s G20 presidency health priorities is “stemming the tide of non-communicable diseases”. In our view this is an invitation for the G20 to pledge to combat the drivers of non-communicable diseases.

    The G20 can acknowledge that these diseases are part of a pathological system in which commercial actors are causing ill health. And G20 leaders can acknowledge that progress enacting health taxes has stagnated in most countries.

    By galvanising attention in this way, the G20 can give impetus to a high level United Nations meeting in 2025 at which a new vision for the control and prevention of non-communicable diseases is due to be set. Health taxes and bans on marketing are focus areas.

    What stands in the way of progress

    Efforts by various countries to curb consumption of these harmful products have shown one thing clearly: there’s no silver bullet.

    Nevertheless, evidence shows that consumers are responsive to price. This points to the fact that taxes are a key tool for decreasing demand, especially for young consumers.




    Read more:
    Sugary drinks are a killer: a 20% tax would save lives and rands in South Africa


    There is also mounting evidence that health taxes are progressive for health at a population level – in other words they lead to better health outcomes. Research also shows that they scarcely affect overall employment, if at all.

    But advances on alcohol and tobacco taxes are slow. And there has been little progress on taxes on sugary beverages.

    These taxes remain far too low because health promotion taxes face tough resistance from industry. When any health promotion taxes are proposed, industries deny harms, promote doubt, divert attention, spread disinformation, create front organisations, and varnish their reputations through corporate social responsibility initiatives.

    When taxes do proceed through the legislative or regulatory process, industries influence proposals to make them less effective. They also offer to replace legislation with voluntary commitments. Evidence shows that voluntary commitments do not work.

    What would be gained

    In 2024, a report by a panel of experts showed that US$3.7 trillion in additional revenue could be generated over five years if all countries increased prices of tobacco, alcohol and sugary beverages by 50%.

    This money is sorely needed to boost healthcare. Non-communicable diseases disproportionately affect the most poor and vulnerable and healthcare systems are increasingly unable to cope. Screening, diagnosis, medications and treatment are very expensive for both ministries of finance and at the household level, where health needs can result in catastrophic expenditure.

    And taxes that generate a 50% increase in real prices of tobacco, alcohol and sugary beverages would save 50 million lives globally over 50 years.

    Where to begin

    We believe the G20 platform is a sound one on which to champion efforts to curb the consumption of harmful products. This is because half of the countries in the group have one or two policies for food such as taxes on sweetened beverages. Their experiences can therefore inform debates about how to protect the public from the fatal effects of diet-influenced diseases.

    But building a solid foundation won’t be easy. What’s needed is for the G20 to put its weight behind these key points:

    • Promoting good health before people get sick should be an imperative because the cost of inaction in financial and human terms is just too high.

    • Promoting the case for raising tobacco taxes, because tobacco continues to cause the most death and illness. But taxation has stalled. Approximately 90% of smokers live in countries where cigarettes were equally or more affordable in 2022 than they were five years earlier.

    • A renewed focus on alcohol taxes, which have shown little improvement in the last decade. Alcohol excise taxes are not being used effectively.

    • Fresh impetus behind increasing the level of taxes as a percentage of the cost of sugar sweetened beverages. Evidence suggests that to be effective, taxes on sugar sweetened beverages should increase product prices by at least 20%.

    • Champion nutrition regulation when navigating the trade and nutrition policy environment. Trade policies can be inconsistent with health policies.

    • Lastly, push for stronger global monitoring frameworks to track corporate accountability in health. This should include clear conflict of interest policies, information management, and exposing when corporations try to shape their own evidence-base or discredit research that would be supportive of public health policies.

    Susan Goldstein receives funding from the SAMRC, the NIHR and UNICEF. She is a Board Member of the Southern African Alcohol Policy Alliance: South Africa,

    Karen Hofman 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. Sugary drinks, processed foods, alcohol and tobacco are big killers: why the G20 should add its weight to health taxes – https://theconversation.com/sugary-drinks-processed-foods-alcohol-and-tobacco-are-big-killers-why-the-g20-should-add-its-weight-to-health-taxes-256024

    MIL OSI

  • MIL-OSI Submissions: Food security in Africa: managing water will be vital in a rapidly growing region

    Source: The Conversation – Africa – By Christian Siderius, Senior researcher in water and food security, London School of Economics and Political Science

    Sub-Saharan Africa’s population is growing at 2.7% per year and is expected to reach two billion by the year 2050. The region’s urban population is growing even faster: it was at 533 million in 2023, a 3.85% increase from 2022.

    The need to feed this population will put pressure on land and water resources.

    I’m part of a group of researchers who have looked at whether regional food production would be sufficient to supply growing urban populations. By and large, we have found high levels of food self-sufficiency. But climate change could put a spanner in the works.

    We have also looked at the potential of local water conservation measures to help achieve food self-sufficiency in sub-Saharan Africa.

    Our study shows that measures such as better irrigation or water harvesting could boost food production while buffering the vagaries of weather.

    We found that ambitious – yet realistic – adoption of such measures increases food supply to cities and makes the region as a whole self-sufficient.

    A new model

    In large parts of eastern Africa, rainfall is relatively abundant and well distributed over the growing season, resulting in good yields. In future, however, the gap between water availability and crop water demand is expected to increase.

    We wanted to know whether sub-Saharan Africa would be able to increase its food production to meet future demand, in a changing climate. To do so, we built a novel foodshed model which simulates crop production using climate data and links urban demand to nearby food supply. Foodsheds have been defined as areas where supply matches demand. We assessed various water management measures that could buffer weather variability or increase production (or both). Understanding the potential of such measures can help mobilise and target much needed investments in Africa’s food system.

    Conserving water and growing more food

    First, we looked at whether regional food production was sufficient to supply growing urban populations.

    Combining large databases and crop simulations, we outlined the regions that food might come from for urban areas. Sub-Saharan Africa produces 85% of its overall crop food demand at present, according to our calculations, much of it in eastern Africa. Tanzania, Kenya, and even Uganda – if it were to use its food exports for domestic consumption – come close to being self-sufficient.

    Local exceptions are the large cities of Mombasa, the largest port city in Kenya, and Arusha, an important tourism and diplomatic and conference hub in Tanzania, and their immediate surroundings.

    In future, a larger population will demand more food. At the same time, the gap between how much water is available and how much crops need is expected to increase. Higher water losses due to higher temperatures will not be fully compensated for by changes in rainfall, according to climate model projections. And even where rainfall is projected to increase, more extreme events are likely to affect crop production. It might rain either too much or too little, which will lead to higher year-to-year variability.

    Our study shows that local water conservation measures could buffer some of the projected negative impacts of climate change in eastern Africa. It could also boost food production.

    Water harvesting, soil conservation and making sure water infiltrates in the soil would slow runoff and store more water in the soil.

    Irrigation systems should be gradually upgraded to drip irrigation or sprinklers. This will improve irrigation efficiency and water consumption. On rainfed areas, rainwater harvesting reservoirs should be installed. The water stored could be used for supplemental irrigation during dry periods. Soil moisture conservation measures will also be applied. These measures will prevent water from evaporating from the bare soil. Irrigation could offset occasional drought risk and so provide better financial stability or create possibilities for planting a different or a second or third crop, further increasing production and income.

    Even the foodsheds of rapidly growing cities such as Dar es Salaam in Tanzania will be able to supply enough to meet demand from relatively short distances.

    Large scale expansion of irrigation onto new lands should, however, be considered carefully. Potential trade-offs with energy and tourism incomes must equally be considered.

    In an earlier study, assessing Tanzania’s ambitious formal irrigation expansion plans, we found that expansion without water conservation measures would pose considerable risk to hydropower production in the new Julius Nyerere Hydropower Project. It would also be a risk to river-dependent ecosystems and national parks and the substantial tourism income that they generate.




    Read more:
    Kenya needs to grow more food: a focus on how to irrigate its vast dry areas is key


    Why our findings matter

    Producing more food in Africa is essential to keep pace with population growth and changing diets. The alternative is an increasing dependence on imports from outside the continent. In 2021, the total value of Africa’s food imports was roughly US$100 billion. Imports can be a useful supplement to local production, but major food exporters in Europe and America are already producing at peak productivity. They have limited scope to increase area and production.

    Security concerns around global supply chains in the wake of the COVID-19 pandemic, the war in Ukraine, and broader geo-political realignment have also made countries wary of relying too much on others.

    Our study confirms the potential of Africa to supply much of the increased demand for food within the continent. We looked at all food crops, including regionally important ones such as cassava, beans and millet. Countries in eastern Africa play a pivotal role.

    Improved productivity due to measures proposed would reduce the need for more land elsewhere to grow crops, and limit conflicts related to land use. This is equally important for biodiversity and tourism.




    Read more:
    Diet and nutrition: how well Tanzanians eat depends largely on where they live


    Looking forward

    What we propose requires large investments. Exploring these costs against benefits in a case study in the Rufiji basin in Tanzania we found that most water management measures would be cost effective, but only when considering the overall impact of water conservation on agriculture, hydropower production, and the riverine ecosystem.

    Not all farmers will be able to finance these measures themselves. The government and private sector have to provide incentives, reduce risks and increase access to affordable loans.

    Nor should these measures be taken in isolation. Other buffer mechanisms to support a stable food supply are increased storage facilities for food, diversified production, and stable and diversified trade relationships.
    With farmers innovating, the region’s infrastructure rapidly developing, and expanding urban areas becoming catalysts for growth, there is both the need and the scope to further invest in and improve the region’s food system.

    Christian Siderius received funding to conduct this research from the Netherlands Environmental Assessment Agency (PBL) for the Future Water Challenges project (E555182DA/5200000978/9) and in preparation of the 2021 United Nations Food Systems Summit. Other cited work was carried out under the Future Climate for Africa UMFULA project with financial support from the UK Natural Environment Research Council (grants NE/M020398/1 and NE/M020258) and the UK government’s former
    Department for International Development.

    Christian is a director and founder of Uncharted Waters Ltd, a not-for-profit climate-food system analytics company, and a Visiting Senior Fellow at the Grantham Research Institute of the London School of Economics and Political Science in the United Kingdom, and Visiting Senior Researcher the Water Resources Management group at Wageningen University in the Netherlands

    ref. Food security in Africa: managing water will be vital in a rapidly growing region – https://theconversation.com/food-security-in-africa-managing-water-will-be-vital-in-a-rapidly-growing-region-241281

    MIL OSI

  • MIL-OSI Submissions: Who’s the most American? Psychological studies show that many people are biased and think it’s a white English speaker

    Source: The Conversation – USA (2) – By Katherine Kinzler, Professor of Psychology, University of Chicago

    Some people have a narrow view of who is American. The Good Brigade/DigitalVision via Getty Images

    In the U.S. and elsewhere, nationality tends to be defined by a set of legal parameters. This may involve birthplace, parental citizenship or procedures for naturalization.

    Yet in many Americans’ minds these objective notions of citizenship are a little fuzzy, as social and developmental psychologists like me have documented. Psychologically, some people may just seem a little more American than others, based on factors such as race, ethnicity or language.

    Reinforced by identity politics, this results in different ideas about who is welcome, who is tolerated and who is made to not feel welcome at all.

    How race affects who belongs

    Many people who explicitly endorse egalitarian ideals, such as the notion that all Americans are deserving of the rights of citizenship regardless of race, still implicitly harbor prejudices over who’s “really” American.

    In a classic 2005 study, American adults across racial groups were fastest to associate the concept of “American” with white people. White, Black and Asian American adults were asked whether they endorse equality for all citizens. They were then presented with an implicit association test in which participants matched different faces with the categories “American” or “foreign.” They were told that every face was a U.S. citizen.

    White and Asian participants responded most quickly in matching the white faces with “American,” even when they initially expressed egalitarian values. Black Americans implicitly saw Black and white faces as equally American – though they too implicitly viewed Asian faces as being less American.

    Similarly, in a 2010 study, several groups of American adults implicitly considered British actress Kate Winslet to be more American than U.S.-born Lucy Liu – even though they were aware of their actual nationalities.

    Importantly, the development of prejudice can even include feelings that disadvantage one’s own group. This can be seen when Asian Americans who took part in the studies found white faces to be more American than Asian faces. A related 2010 study found that Hispanic participants were also more likely to associate whiteness with “Americanness.”

    Who’s the American?
    AP Photo

    Language and nationality

    These biased views of nationality begin at a young age – and spoken language can often be a primary identifier of who is in which group, as I show in my book “How You Say It.”

    Although the U.S. traditionally has not had a national language, many Americans feel that English is critical to being a “true American.” And the president recently released an executive order claiming to designate English as the official language.

    In a 2017 study conducted by my research team and led by psychologist Jasmine DeJesus, we gave children a simple task: After viewing a series of faces that varied in skin color and listening to those people speak, children were asked to guess their nationality. The faces were either white- or Asian-looking and spoke either English or Korean. “Is this person American or Korean?” we asked.

    We recruited three groups of children for the study: white American children who spoke only English, children in South Korea who spoke only Korean, and Korean American children who spoke both languages. The ages of the children were either 5-6 or 9-10.

    The vast majority of the younger monolingual children identified nationality with language, describing English speakers as American and Korean speakers as Korean – even though both groups were divided equally between people who looked white or Asian.

    As for the younger bilingual children, they had parents whose first language was Korean, not English, and who lived in the United States. Yet, just like the monolingual children, they thought that the English speakers, and not the Korean speakers, were the Americans.

    As they age, however, children increasingly view racial characteristics as an integral part of nationality. By the age of 9, we found that children were considering the white English speakers to be the most American, compared with Korean speakers who looked white or English speakers who looked Asian.

    Interestingly, this impact was more pronounced in the older children we recruited in South Korea.

    Deep roots

    So it seems that for children and adults alike, assessments of what it means to be American hinge on certain traits that have nothing to do with the actual legal requirements for citizenship. Neither whiteness nor fluency in English is a requirement to become American.

    And this bias has consequences. Research has found that the degree to which people link whiteness with Americanness is related to their discriminatory behaviors in hiring or questioning others’ loyalty.

    That we find these biases in children does not mean they are in any way absolute. We know that children begin to pick up on these types of biased cultural cues and values at a young age. It does mean, however, that these biases have deep roots in our psychology.

    Understanding that biases exist may make it easier to correct them. So Americans celebrating the Fourth of July perhaps should ponder what it means to be an American – and whether social biases distort your beliefs about who belongs.

    This is an updated version of an article originally published on July 2, 2020.

    Katherine Kinzler receives funding from the National Science Foundation.

    ref. Who’s the most American? Psychological studies show that many people are biased and think it’s a white English speaker – https://theconversation.com/whos-the-most-american-psychological-studies-show-that-many-people-are-biased-and-think-its-a-white-english-speaker-256418

    MIL OSI

  • MIL-OSI Submissions: We discovered Raja Ampat’s reef manta rays prefer staying close to home – which could help us save more of them

    Source: The Conversation – Indonesia – By Edy Setyawan, Marine Ecologist, University of Auckland, Waipapa Taumata Rau

    The reef manta ray (Mobula alfredi) is a tough swimmer. They can travel hundreds of kilometres to feed themselves. The longest recorded movement for an individual reef manta ray was 1,150km, observed in eastern Australia.

    But even though they are able to swim long distances, our study on reef manta rays in Raja Ampat, Southwest Papua, discovered they are more likely to swim short distances. They appear to prefer staying close to their local habitats, strengthening their social bonds and forming distinct populations.

    Our research – involving researchers from Indonesia, New Zealand and Australia and published in the Royal Society Open Science journal in April – increases our understanding of this globally vulnerable species.

    Policymakers can use our findings to enhance conservation efforts for the species in Raja Ampat waters, which currently are facing challenges due to fishing and tourism.

    Why don’t reef manta rays roam far?

    Our study found reef manta rays occupy three distinct habitats within Raja Ampat. As of February 2024, we recorded 1,250 individual manta rays around Waigeo Island’s extensive coral reef ecosystem in the northwest of Raja Ampat; 640 manta rays around the coral reef ecosystem in the southeast of Misool, southern Raja Ampat; and no more than 50 manta rays in the Ayau atoll ecosystem up north.

    Within their own habitat, the manta rays tend to move around from one area to another, sticking to relatively short distances within 12 kilometres. They only occasionally make longer trips to similar areas in other habitats across Raja Ampat.

    We believe there are a few reasons why reef manta rays in Raja Ampat do not often venture far. The first reason is the presence of natural barriers, such as deep waters – over 1,000 metres below sea level – between Ayau Atoll and Waigeo Island, as well as the sea between Misool and Kofiau, which is 800-900 metres deep.

    Travelling through deep waters poses increased risks to reef manta rays due to potential encounters with natural predators, such as killer whales (Orcinus orca) and large sharks, which frequently inhabit deep open water.

    The second reason is that each habitat is well-equipped with sufficient resources, such as food and cleaning stations, reducing the need for the reef manta rays to travel extensively.

    Our previous research has identified dozens of feeding areas and cleaning stations in each habitat occupied by local populations of reef manta rays in Raja Ampat.

    Raja Ampat’s ‘small town’ of reef manta rays

    The habits of reef manta rays in Raja Ampat are gradually forming a unique population.

    We have found that they do not form a single large population, but instead split into three local populations, creating a metapopulation. A metapopulation consists of several local populations of the same species, each occupying its own habitat but all situated within the same geographic region.

    Think of a metapopulation as a small town, consisting of three hamlets. When each hamlet has enough food and water, the people prefer to stay in their own settlement. But they still live in the same town and occasionally visit each other.

    We found this movement pattern based on our tracking process from 2016 to 2021 using acoustic telemetry, which functions similarly to office check-in systems.

    In the tracking process, we combined this acoustic tracking with network analysis to map out the movement network of the manta rays, consisting of nodes and links. Nodes represent important areas for the manta rays, like cleaning stations and feeding areas, and links represent the movement between these key areas.

    The metapopulation occurs because individual manta rays migrate between local populations. Based on our observation, the migrating manta rays usually head back to their original area — it is often seasonal – while those that spread out generally do not return.

    This movement pattern means there is less mixing of individuals between local populations compared to within a single local population.

    How to better protect reef manta rays

    Some conservation policies and efforts have successfully increased the populations of reef manta rays in Raja Ampat.

    But increased human activities such as fishing and tourism in eastern Indonesia still pose challenges. While manta rays are not directly caught or hunted, they often get entangled in fishing lines and nets, which may cause harm and sometimes death.

    Additionally, with the increasing popularity of Raja Ampat as a top tourism destination, overcrowding and aggressive behavior by divers and snorkelers in Raja Ampat disrupt manta ray cleaning and feeding, which may affect their health and fitness.

    Conservation strategies for reef manta rays require a more precise and targeted approach to effectively address these growing challenges.

    The recognition of these rays as a metapopulation comprising three distinct local populations can inform a strategy shift in conservation management.

    Recently, we have presented our research findings and recommendations to the authorities responsible for managing the Raja Ampat Marine Protected Area (MPA) network.

    We recommend the MPA management authority in Raja Ampat create and implement three separate management units, each tailored to the specific needs of one of the local manta ray populations.

    Separate units are necessary because each habitat has different demographics and is far apart, making it difficult to manage them as a single unit. This strategy is feasible because local rangers in each habitat already conduct regular patrols and monitoring.

    We also see the urgent need to protect a critical area for various activities of reef manta rays in Raja Ampat called Eagle Rock, which is currently outside existing protected zones. Located in west of Waigeo, Eagle Rock could be effectively safeguarded by expanding the Raja Ampat MPA network to encompass this area.

    Protecting Eagle Rock is crucial, not only because it serves as a vital migration corridor connecting significant areas and habitats within the South East Misool MPA, Dampier Strait MPA, Raja Ampat MPA, and West Waigeo MPA, but also due to the increased threat from nickel mining activities on Kawe Island.

    MPAs prohibit industrial fishing, restrict tourism and all unsustainable activities — including mining — to minimise environmental impact.

    Besides mapping out the movement patterns and networks of key areas and habitats of reef manta rays in Raja Ampat, our research lays the groundwork for future studies, including genetic analysis and satellite tracking.

    These advanced techniques can offer deeper insights into the population structure, home range, and distribution of reef manta rays in the region, helping to enhance management and conservation strategies.

    Edy Setyawan has received funding from the Manaaki New Zealand Scholarship – Ministry of Foreign Affairs and Trade (MFAT) New Zealand, and the WWF Russell E. Train Education for Nature Program (EFN), United States.

    ref. We discovered Raja Ampat’s reef manta rays prefer staying close to home – which could help us save more of them – https://theconversation.com/we-discovered-raja-ampats-reef-manta-rays-prefer-staying-close-to-home-which-could-help-us-save-more-of-them-230692

    MIL OSI

  • MIL-OSI Submissions: Why the traditional college major may be holding students back in a rapidly changing job market

    Source: The Conversation – USA (2) – By John Weigand, Professor Emeritus of Architecture and Interior Design, Miami University

    Rethinking the college major could help colleges better understand what employers and students need. Westend61/Getty Images

    Colleges and universities are struggling to stay afloat.

    The reasons are numerous: declining numbers of college-age students in much of the country, rising tuition at public institutions as state funding shrinks, and a growing skepticism about the value of a college degree.

    Pressure is mounting to cut costs by reducing the time it takes to earn a degree from four years to three.

    Students, parents and legislators increasingly prioritize return on investment and degrees that are more likely to lead to gainful employment. This has boosted enrollment in professional programs while reducing interest in traditional liberal arts and humanities majors, creating a supply-demand imbalance.

    The result has been increasing financial pressure and an unprecedented number of closures and mergers, to date mostly among smaller liberal arts colleges.

    To survive, institutions are scrambling to align curriculum with market demand. And they’re defaulting to the traditional college major to do so.

    The college major, developed and delivered by disciplinary experts within siloed departments, continues to be the primary benchmark for academic quality and institutional performance.

    This structure likely works well for professional majors governed by accreditation or licensure, or more tightly aligned with employment. But in today’s evolving landscape, reliance on the discipline-specific major may not always serve students or institutions well.

    As a professor emeritus and former college administrator and dean, I argue that the college major may no longer be able to keep up with the combinations of skills that cross multiple academic disciplines and career readiness skills demanded by employers, or the flexibility students need to best position themselves for the workplace.

    Students want flexibility

    The college curriculum may be less flexible now than ever.
    MoMo Productions/Digital Vision via Getty Images

    I see students arrive on campus each year with different interests, passions and talents – eager to stitch them into meaningful lives and careers.

    A more flexible curriculum is linked to student success, and students now consult AI tools such as ChatGPT to figure out course combinations that best position them for their future. They want flexibility, choice and time to redirect their studies if needed.

    And yet, the moment students arrive on campus – even before they apply – they’re asked to declare a major from a list of predetermined and prescribed choices. The major, coupled with general education and other college requirements, creates an academic track that is anything but flexible.

    Not surprisingly, around 80% of college students switch their majors at least once, suggesting that more flexible degree requirements would allow students to explore and combine diverse areas of interest. And the number of careers, let alone jobs, that college graduates are expected to have will only increase as technological change becomes more disruptive.

    As institutions face mounting pressures to attract students and balance budgets, and the college major remains the principal metric for doing so, the curriculum may be less flexible now than ever.

    How schools are responding

    The college major emerged as a response to an evolving workforce that prioritized specialized knowledge.
    Fuse/Corbia via Getty Images

    In response to market pressures, colleges are adding new high-demand majors at a record pace. Between 2002 and 2022, the number of degree programs nationwide increased by nearly 23,000, or 40%, while enrollment grew only 8%. Some of these majors, such as cybersecurity, fashion business or entertainment design, arguably connect disciplines rather than stand out as distinct. Thus, these new majors siphon enrollment from lower-demand programs within the institution and compete with similar new majors at competitor schools.

    At the same time, traditional arts and humanities majors are adding professional courses to attract students and improve employability. Yet, this adds credit hours to the degree while often duplicating content already available in other departments.

    Importantly, while new programs are added, few are removed. The challenge lies in faculty tenure and governance, along with a traditional understanding that faculty set the curriculum as disciplinary experts. This makes it difficult to close or revise low-demand majors and shift resources to growth areas.

    The result is a proliferation of under-enrolled programs, canceled courses and stretched resources – leading to reduced program quality and declining faculty morale.

    Ironically, under the pressure of declining demand, there can be perverse incentives to grow credit hours required in a major or in general education requirements as a way of garnering more resources or adding courses aligned with faculty interests. All of which continues to expand the curriculum and stress available resources.

    Universities are also wrestling with the idea of liberal education and how to package the general education requirement.

    Although liberal education is increasingly under fire, employers and students still value it.

    Students’ career readiness skills – their ability to think critically and creatively, to collaborate effectively and to communicate well – remain strong predictors of future success in the workplace and in life.

    Reenvisioning the college major

    Assuming the requirement for students to complete a major in order to earn a degree, colleges can also allow students to bundle smaller modules – such as variable-credit minors, certificates or course sequences – into a customizable, modular major.

    This lets students, guided by advisers, assemble a degree that fits their interests and goals while drawing from multiple disciplines. A few project-based courses can tie everything together and provide context.

    Such a model wouldn’t undermine existing majors where demand is strong. For others, where demand for the major is declining, a flexible structure would strengthen enrollment, preserve faculty expertise rather than eliminate it, attract a growing number of nontraditional students who bring to campus previously earned credentials, and address the financial bottom line by rightsizing curriculum in alignment with student demand.

    One critique of such a flexible major is that it lacks depth of study, but it is precisely the combination of curricular content that gives it depth. Another criticism is that it can’t be effectively marketed to an employer. But a customized major can be clearly named and explained to employers to highlight students’ unique skill sets.

    Further, as students increasingly try to fit cocurricular experiences – such as study abroad, internships, undergraduate research or organizational leadership – into their course of study, these can also be approved as modules in a flexible curriculum.

    It’s worth noting that while several schools offer interdisciplinary studies majors, these are often overprescribed or don’t grant students access to in-demand courses. For a flexible-degree model to succeed, course sections would need to be available and added or deleted in response to student demand.

    Several schools also now offer microcredentials– skill-based courses or course modules that increasingly include courses in the liberal arts. But these typically need to be completed in addition to requirements of the major.

    We take the college major for granted.

    Yet it’s worth noting that the major is a relatively recent invention.

    Before the 20th century, students followed a broad liberal arts curriculum designed to create well-rounded, globally minded citizens. The major emerged as a response to an evolving workforce that prioritized specialized knowledge. But times change – and so can the model.

    John Weigand does not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    ref. Why the traditional college major may be holding students back in a rapidly changing job market – https://theconversation.com/why-the-traditional-college-major-may-be-holding-students-back-in-a-rapidly-changing-job-market-258383

    MIL OSI

  • MIL-OSI Canada: Federal government strengthens the Canadian Free Trade Agreement

    Source: Government of Canada News (2)

    Ottawa, Ontario, (June 30, 2025) – Today, the Honourable Chrystia Freeland, Minister of Transport and Internal Trade, announced a historic step towards freer trade within Canada.

    As part of the Government’s efforts to build one Canadian economy, the federal government will be removing all remaining federal exceptions from the Canadian Free Trade Agreement (CFTA), eliminating all 53 in the Agreement since its introduction in 2017.  

    Most of the exceptions removed focus on procurement, which will provide Canadian businesses with more opportunities to be competitive across the country. For example, as part of this last review, the federal government is removing procurement exceptions related to financial entities, commercial land development, transportation services and space projects.

    All provincial and territorial governments have committed to undertaking a review of their respective exceptions under the CFTA. Together, they have made great progress and the results will be announced at the upcoming meeting of the Committee on Internal Trade on July 8, 2025.

    Today’s announcement builds on the government’s efforts to strengthen the Canadian economy. Most recently, the government passed Bill C-5, the One Canadian Economy Act, which will remove federal barriers to internal trade and labour mobility, and advance nation-building projects to drive Canadian productivity, economic growth, and competitiveness.  

    The federal government will continue to show leadership in this area, and work with provinces and territories to strengthen the CFTA, advance mutual recognition, and ensure seamless labour mobility within Canada.

    MIL OSI Canada News

  • MIL-Evening Report: We have drugs to manage HIV. So why are we spending millions looking for cures?

    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney

    Alim Yakubov/Shutterstock

    Over the past three decades there have been amazing advances in treating and preventing HIV.

    It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune system declines, can expect to live almost as long as someone without HIV.

    The same drugs prevent transmission of the virus to sexual partners.

    There is still no effective HIV vaccine. But there are highly effective drugs to prevent HIV infection for people without HIV who are at higher risk of acquiring it.

    These drugs are known as as “pre-exposure prophylaxis” or PrEP. These come as a pill, which needs to be taken either daily, or “on demand” before and after risky sex. An injection that protects against HIV for six months has recently been approved in the United States.

    So with such effective HIV treatment and PrEP, why are we still spending millions looking for HIV cures?

    Not everyone has access to these drugs

    Access to HIV drugs and PrEP depends on the availability of health clinics, health professionals, and the means to supply and distribute the drugs. In some countries, this infrastructure may not be secure.

    For instance, earlier this year, US President Donald Trump’s dissolution of the USAID foreign aid program has threatened the delivery of HIV drugs to many low-income countries.

    This demonstrates the fragility of current approaches to treatment and prevention. A secure, uninterrupted supply of HIV medicine is required, and without this, lives will be lost and the number of new cases of HIV will rise.

    Another example is the six-monthly PrEP injection just approved in the US. This drug has great potential for controlling HIV if it is made available and affordable in countries with the greatest HIV burden.

    But the prospect for lower-income countries accessing this expensive drug looks uncertain, even if it can be made at a fraction of its current cost, as some researchers say.

    So despite the success of HIV drugs and PrEP, precarious health-care systems and high drug costs mean we can’t rely on them to bring an end to the ongoing global HIV pandemic. That’s why we also still need to look at other options.

    Haven’t people already been ‘cured’?

    Worldwide, at least seven people have been “cured” of HIV – or at least have had long-term sustained remission. This means that after stopping HIV drugs, they did not have any replicating HIV in their blood for months or years.

    In each case, the person with HIV also had a life-threatening cancer needing a bone marrow transplant. They were each matched with a donor who had a specific genetic variation that resulted in not having HIV receptors in key bone marrow cells.

    After the bone marrow transplant, recipients stopped HIV drugs, without detectable levels of the virus returning. The new immune cells made in the transplanted bone marrow lacked the HIV receptors. This stopped the virus from infecting cells and replicating.

    But this genetic variation is very rare. Bone marrow transplantation is also risky and extremely resource-intensive. So while this strategy has worked for a few people, it is not a scalable prospect for curing HIV more widely.

    So we need to keep looking for other options for a cure, including basic laboratory research to get us there.

    How about the ‘breakthrough’ I’ve heard about?

    HIV treatment stops the HIV replication that causes immune damage. But there are places in the body where the virus “hides” and drugs cannot reach. If the drugs are stopped, the “latent” HIV comes out of hiding and replicates again. So it can damage the immune system, leading to HIV-related disease.

    One approach is to try to force the hidden or latent HIV out into the open, so drugs can target it. This is a strategy called “shock and kill”. And an example of such Australian research was recently reported in the media as a “breakthrough” in the search for an HIV cure.

    Researchers in Melbourne have developed a lipid nanoparticle – a tiny ball of fat – that encapsulates messenger RNA (or mRNA) and delivers a “message” to infected white blood cells. This prompts the cells to reveal the “hiding” HIV.

    In theory, this will allow the immune system or HIV drugs to target the virus.

    This discovery is an important step. However, it is still in the laboratory phase of testing, and is just one piece of the puzzle.

    We could say the same about many other results heralded as moving closer to a cure for HIV.

    Further research on safety and efficacy is needed before testing in human clinical trials. Such trials start with small numbers and the trialling process takes many years. This and other steps towards a cure are slow and expensive, but necessary.

    Importantly, any cure would ultimately need to be fairly low-tech to deliver for it to be feasible and affordable in low-income countries globally.

    So where does that leave us?

    A cure for HIV that is affordable and scalable would have a profound impact on human heath globally, particularly for people living with HIV. To get there is a long and arduous path that involves solving a range of scientific puzzles, followed by addressing implementation challenges.

    In the meantime, ensuring people at risk of HIV have access to testing and prevention interventions – such as PrEP and safe injecting equipment – remains crucial. People living with HIV also need sustained access to effective treatment – regardless of where they live.

    Bridget Haire has received funding from the National Health and Medical Research Council. She is a past president of the Australian Federation of AIDS Organisations (now Health Equity Matters).

    Benjamin Bavinton receives funding from the National Health and Medical Research Council, the Australian government, and state and territory governments. He also receives funding from ViiV Healthcare and Gilead Sciences, both of which make drugs or drug classes mentioned in this article. He is a Board Director of community organisation, ACON, and is on the National PrEP Guidelines Panel coordinated by ASHM Health.

    ref. We have drugs to manage HIV. So why are we spending millions looking for cures? – https://theconversation.com/we-have-drugs-to-manage-hiv-so-why-are-we-spending-millions-looking-for-cures-258391

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: We have drugs to manage HIV. So why are we spending millions looking for cures?

    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney

    Alim Yakubov/Shutterstock

    Over the past three decades there have been amazing advances in treating and preventing HIV.

    It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune system declines, can expect to live almost as long as someone without HIV.

    The same drugs prevent transmission of the virus to sexual partners.

    There is still no effective HIV vaccine. But there are highly effective drugs to prevent HIV infection for people without HIV who are at higher risk of acquiring it.

    These drugs are known as as “pre-exposure prophylaxis” or PrEP. These come as a pill, which needs to be taken either daily, or “on demand” before and after risky sex. An injection that protects against HIV for six months has recently been approved in the United States.

    So with such effective HIV treatment and PrEP, why are we still spending millions looking for HIV cures?

    Not everyone has access to these drugs

    Access to HIV drugs and PrEP depends on the availability of health clinics, health professionals, and the means to supply and distribute the drugs. In some countries, this infrastructure may not be secure.

    For instance, earlier this year, US President Donald Trump’s dissolution of the USAID foreign aid program has threatened the delivery of HIV drugs to many low-income countries.

    This demonstrates the fragility of current approaches to treatment and prevention. A secure, uninterrupted supply of HIV medicine is required, and without this, lives will be lost and the number of new cases of HIV will rise.

    Another example is the six-monthly PrEP injection just approved in the US. This drug has great potential for controlling HIV if it is made available and affordable in countries with the greatest HIV burden.

    But the prospect for lower-income countries accessing this expensive drug looks uncertain, even if it can be made at a fraction of its current cost, as some researchers say.

    So despite the success of HIV drugs and PrEP, precarious health-care systems and high drug costs mean we can’t rely on them to bring an end to the ongoing global HIV pandemic. That’s why we also still need to look at other options.

    Haven’t people already been ‘cured’?

    Worldwide, at least seven people have been “cured” of HIV – or at least have had long-term sustained remission. This means that after stopping HIV drugs, they did not have any replicating HIV in their blood for months or years.

    In each case, the person with HIV also had a life-threatening cancer needing a bone marrow transplant. They were each matched with a donor who had a specific genetic variation that resulted in not having HIV receptors in key bone marrow cells.

    After the bone marrow transplant, recipients stopped HIV drugs, without detectable levels of the virus returning. The new immune cells made in the transplanted bone marrow lacked the HIV receptors. This stopped the virus from infecting cells and replicating.

    But this genetic variation is very rare. Bone marrow transplantation is also risky and extremely resource-intensive. So while this strategy has worked for a few people, it is not a scalable prospect for curing HIV more widely.

    So we need to keep looking for other options for a cure, including basic laboratory research to get us there.

    How about the ‘breakthrough’ I’ve heard about?

    HIV treatment stops the HIV replication that causes immune damage. But there are places in the body where the virus “hides” and drugs cannot reach. If the drugs are stopped, the “latent” HIV comes out of hiding and replicates again. So it can damage the immune system, leading to HIV-related disease.

    One approach is to try to force the hidden or latent HIV out into the open, so drugs can target it. This is a strategy called “shock and kill”. And an example of such Australian research was recently reported in the media as a “breakthrough” in the search for an HIV cure.

    Researchers in Melbourne have developed a lipid nanoparticle – a tiny ball of fat – that encapsulates messenger RNA (or mRNA) and delivers a “message” to infected white blood cells. This prompts the cells to reveal the “hiding” HIV.

    In theory, this will allow the immune system or HIV drugs to target the virus.

    This discovery is an important step. However, it is still in the laboratory phase of testing, and is just one piece of the puzzle.

    We could say the same about many other results heralded as moving closer to a cure for HIV.

    Further research on safety and efficacy is needed before testing in human clinical trials. Such trials start with small numbers and the trialling process takes many years. This and other steps towards a cure are slow and expensive, but necessary.

    Importantly, any cure would ultimately need to be fairly low-tech to deliver for it to be feasible and affordable in low-income countries globally.

    So where does that leave us?

    A cure for HIV that is affordable and scalable would have a profound impact on human heath globally, particularly for people living with HIV. To get there is a long and arduous path that involves solving a range of scientific puzzles, followed by addressing implementation challenges.

    In the meantime, ensuring people at risk of HIV have access to testing and prevention interventions – such as PrEP and safe injecting equipment – remains crucial. People living with HIV also need sustained access to effective treatment – regardless of where they live.

    Bridget Haire has received funding from the National Health and Medical Research Council. She is a past president of the Australian Federation of AIDS Organisations (now Health Equity Matters).

    Benjamin Bavinton receives funding from the National Health and Medical Research Council, the Australian government, and state and territory governments. He also receives funding from ViiV Healthcare and Gilead Sciences, both of which make drugs or drug classes mentioned in this article. He is a Board Director of community organisation, ACON, and is on the National PrEP Guidelines Panel coordinated by ASHM Health.

    ref. We have drugs to manage HIV. So why are we spending millions looking for cures? – https://theconversation.com/we-have-drugs-to-manage-hiv-so-why-are-we-spending-millions-looking-for-cures-258391

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI USA News: Providing for the Revocation of Syria Sanctions

    Source: US Whitehouse

    By the authority vested in me as President by the Constitution and the laws of the United States of America, including the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), the National Emergencies Act (50 U.S.C. 1601 et seq.) (NEA), the Syria Accountability and Lebanese Sovereignty Restoration Act of 2003 (Public Law 108-175) (Syria Accountability Act), the Chemical and Biological Weapons Control and Warfare Elimination Act of 1991 (Public Law 102-182, title III) (CBW Act), the Caesar Syria Civilian Protection Act of 2019, as amended (22 U.S.C. 8791 note) (Caesar Act), the Illicit Captagon Trafficking Suppression Act of 2023 (Public Law 118-50, div. P), and section 301 of title 3, United States Code, it is hereby ordered:

    Section 1.  Background.  The United States is committed to supporting a Syria that is stable, unified, and at peace with itself and its neighbors.  A united Syria that does not offer a safe haven for terrorist organizations and ensures the security of its religious and ethnic minorities will support regional security and prosperity.  The Secretary of State and the Secretary of the Treasury have taken initial steps towards this goal through the issuance on May 23, 2025, of General License 25 and a waiver of sanctions under the Caesar Act. 

    Sec2.  Policy.  It is the policy of the United States to recognize that circumstances that gave rise to the actions taken in the Executive Orders described in section 3(a) of this order, related to the policies and actions of the former regime of Bashar al-Assad, have been transformed by developments over the past 6 months, including the positive actions taken by the new Syrian government under President Ahmed al-Sharaa.  This order supports United States national security and foreign policy goals by directing additional actions, including the removal of sanctions on Syria, the issuance of waivers that permit the relaxation of export controls and other restrictions on Syria, and other actions to be taken by the Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce, as well as by other executive departments and agencies (agencies) of the United States, without providing relief to ISIS or other terrorist organizations, human rights abusers, those linked to chemical weapons or proliferation-related activities, or other persons that threaten the peace, security, or stability of the United States, Syria, and its neighbors. 

    Sec3.  Revocation of Syria Sanctions.  (a)  Effective July 1, 2025, I hereby terminate the national emergency declared in Executive Order 13338 of May 11, 2004 (Blocking Property of Certain Persons and Prohibiting the Export of Certain Goods to Syria), and revoke that order, as well as Executive Order 13399 of April 25, 2006 (Blocking Property of Additional Persons in Connection With the National Emergency With Respect to Syria), Executive Order 13460 of February 13, 2008 (Blocking Property of Additional Persons in Connection With the National Emergency With Respect to Syria), Executive Order 13572 of April 29, 2011 (Blocking Property of Certain Persons with Respect to Human Rights Abuses in Syria), Executive Order 13573 of May 18, 2011 (Blocking Property of Senior Officials of the Government of Syria), and Executive Order 13582 of August 17, 2011 (Blocking Property of the Government of Syria and Prohibiting Certain Transactions with Respect to Syria).
         (b)  Pursuant to section 202(a) of the NEA (50 U.S.C. 1622(a)), termination of the national emergency declared in Executive Order 13338, as modified in scope and relied upon for additional steps taken in Executive Order 13399, Executive Order 13460, Executive Order 13572, Executive Order 13573, and Executive Order 13582 shall not affect any action taken or pending proceeding not finally concluded or determined as of July 1, 2025, any action or proceeding based on any act committed prior to July 1, 2025, or any rights or duties that matured or penalties that were incurred prior to July 1, 2025.

    Sec4.  Accountability for the Former Regime of Bashar al‑Assad.  I find that additional steps must be taken to ensure meaningful accountability for perpetrators of war crimes, human rights violations and abuses, and the proliferation of narcotics trafficking networks in and in relation to Syria during the former regime of Bashar al-Assad and by those associated with it.  Perpetrators of such actions threaten to undermine peace, security, and stability in the region, and thereby constitute an unusual and extraordinary threat to the national security and foreign policy of the United States.
         (a)  I hereby expand the scope of the national emergency declared in Executive Order 13894 of October 14, 2019 (Blocking Property and Suspending Entry of Certain Persons Contributing to the Situation in Syria), as amended in and relied on for additional steps taken in Executive Order 14142 of January 15, 2025 (Taking Additional Steps With Respect to the Situation in Syria), to deal with that threat, and accordingly further amend Executive Order 13894 by:
            (i)   striking section 1(a) and inserting, in lieu thereof, the following:
         “Section 1.  (a)  All property and interests in property that are in the United States, that hereafter come within the United States, or that are or hereafter come within the possession or control of any United States person of the following persons are blocked and may not be transferred, paid, exported, withdrawn, or otherwise dealt in: 
            (i)  any person determined by the Secretary of the Treasury, in consultation with the Secretary of State:
              (A)  to be responsible for or complicit in, or to have directly or indirectly engaged in, or attempted to engage in, any of the following in or in relation to Syria:
                 (1)  actions or policies that further threaten the peace, security, stability, or territorial integrity of Syria; or
                 (2)  the commission of serious human rights abuse;
              (B)  to be a former government official of the former regime of Bashar al-Assad or a person who acted for or on behalf of such an official;
              (C)  to have engaged in, or attempted to engage in, activities or transactions that have materially contributed to, or pose a significant risk of materially contributing to, the illicit production and international illicit proliferation of captagon;
              (D)  to be responsible for or complicit in, to have directly or indirectly engaged in, or to be responsible for ordering, controlling, or otherwise directing, instances in which a United States national ((i) as defined in 8 U.S.C. 1101(a)(22) or 8 U.S.C. 1408, or (ii) a lawful permanent resident with significant ties to the United States) went missing in Syria during the former regime of Bashar al-Assad; 
              (E)  to have materially assisted, sponsored, or provided financial, material, or technological support for, or goods or services to or in support of: 
                 (1)  the former regime of Bashar al-Assad; 
                 (2)  any activity described in subsections (a)(i)(A)–(a)(i)(D) of this section; or 
                 (3)  any person whose property and interests in property are blocked pursuant to this order; 
              (F)  to be owned or controlled by, or to have acted or purported to act for or on behalf of, directly or indirectly, any person whose property and interests in property are blocked pursuant to this order; or
              (G)  to be an adult family member of a person designated under subsections (a)(i)(A)–(a)(i)(D) of this section.”; and
            (ii)  striking section 2(a) and inserting, in lieu thereof, the following:  
         “Sec. 2.  (a)  The Secretary of State, in consultation with the Secretary of the Treasury and other officials of the United States Government as appropriate, is hereby authorized to impose on a foreign person any of the sanctions described in subsections (b) and (c) of this section, upon determining that the person, on or after the date of this order: 
            (i)    is responsible for or complicit in, has directly or indirectly engaged in, or attempted to engage in, or financed the obstruction, disruption, or prevention of efforts to promote a Syria that is stable, unified, and at peace with itself and its neighbors, including:
              (A)  the convening and conduct of a credible and inclusive Syrian-led constitutional process;
              (B)  the preparation for and conduct of supervised elections, pursuant to the new constitution, that are free and fair and to the highest international standards of transparency and accountability; or
              (C)  the development of a Syrian government that is representative and reflects the will of the Syrian people;
            (ii)   is an adult family member of a person designated under subsection (a)(i) of this section; or
            (iii)  is responsible for or complicit in, or has directly or indirectly engaged in, or attempted to engage in, the expropriation of property, including real property, for personal gain or political purposes in Syria.”
         (b)  I additionally amend Executive Order 13606 of April 22, 2012 (Blocking the Property and Suspending Entry into the United States of Certain Persons With Respect to Grave Human Rights Abuses by the Governments of Iran and Syria Via Information Technology), by removing the following text from the preamble:  “Executive Order 13338 of May 11, 2004, as modified in scope and relied upon for additional steps in subsequent Executive Orders” and replacing it with:  “Executive Order 13894 of October 14, 2019, and relied upon for additional steps and further amended in subsequent Executive Orders.”

    Sec5.  Caesar Act.  The Secretary of State, in consultation with the Secretary of the Treasury, shall examine whether the criteria set forth in section 7431(a) of the Caesar Act have been met, and on the basis of that examination may, pursuant to the Presidential Memorandum of March 31, 2020 (Delegation of Certain Functions and Authorities Under the National Defense Authorization Act for Fiscal Year 2020), suspend in whole or in part the imposition of sanctions otherwise required under the Caesar Act.  If the Secretary of State determines to suspend in whole or in part the imposition of such sanctions, the Secretary of State, in consultation with the Secretary of the Treasury, shall provide the briefing to the appropriate congressional committees required by section 7431(b) of the Caesar Act within 30 days of such determination.  Further, the Secretary of State, in consultation with the Secretary of the Treasury, shall continue to review the situation in Syria, and if the Secretary of State, in consultation with the Secretary of the Treasury, determines that the criteria set forth in section 7431(a) are no longer met, the Secretary of State shall reimpose sanctions. 

    Sec6.  Syria Accountability Act.  I hereby determine pursuant to section 5(b) of the Syria Accountability Act that it is in the national security interest of the United States to waive the application of subsection (a)(1), with respect to items on the Commerce Control List (supp. No. 1 to 15 C.F.R. part 774) only, and subsection (a)(2)(A) of the Syria Accountability Act only.  The Secretary of State shall submit to the appropriate congressional committees the report required under section 5(b) of that Act.

    Sec7.  CBW Act.  (a)  Pursuant to section 307(d)(1)(B) of the CBW Act, I hereby determine and certify that there has been a fundamental change in the leadership and policies of the Government of the Syrian Arab Republic.  Accordingly, I hereby waive the following sanctions imposed on Syria for the prior use of chemical weapons under the former regime of Bashar al-Assad:
            (i) the restriction on foreign assistance under section 307(a)(1) of the CBW Act;
            (ii)   the restriction on United States Government credit, credit guarantees, or other financial assistance under section 307(a)(4) of the CBW Act;
            (iii)  the restrictions on the export of national security-sensitive goods and technology under section 307(a)(5) of the CBW Act and on all other goods and technology under section 307(b)(2)(C) of the CBW Act; and
            (iv)   the restriction on United States banks from making any loan or providing any credit to the Government of Syria under section 307(b)(2)(B) of the CBW Act.
         (b)  The Secretary of State shall transmit this waiver determination and report as required by sections 307(d)(1)(B) and (d)(2) of the CBW Act to the appropriate congressional committees.  This waiver shall be effective 20 days after it has been so transmitted.

    Sec8.  Counterterrorism Designations.  (a)  The Secretary of State, in consultation with the Secretary of the Treasury and the Attorney General, shall take all appropriate action with respect to the designation of al-Nusrah Front, also known as Hay’at Tahrir al-Sham and other aliases, as a Foreign Terrorist Organization under 8 U.S.C. 1189 and as a Specially Designated Global Terrorist under 50 U.S.C. 1702 and Executive Order 13224, as well as the designation of Abu Muhammad al Jawlani, commonly known as Ahmed al-Sharaa, as a Specially Designated Global Terrorist.
         (b)  The Secretary of State shall take all appropriate action to review the designation of Syria as a State Sponsor of Terrorism consistent with section 1754(c) of the National Defense Authorization Act for Fiscal Year 2019 (Public Law 115-232; 50 U.S.C. 4813(c)), section 40 of the Arms Export Control Act (Public Law 90-629, as amended; 22 U.S.C. 2780), and section 620A of the Foreign Assistance Act of 1961 (Public Law 87-195, as amended; 22 U.S.C. 2371).

    Sec9.  United Nations.  The Secretary of State shall take appropriate steps to advance United States policy objectives at the United Nations to support a Syria that is stable and at peace and to support Syrian efforts to counter terrorism and comply with its responsibilities and obligations concerning weapons of mass destruction, including chemical and biological weapons.  The Secretary of State is further directed to explore avenues at the United Nations to provide sanctions relief in support of these objectives.

    Sec10.  Implementation.  The Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce, as appropriate, are hereby authorized to take such actions, including adopting rules and regulations, as may be necessary to implement this order.  The Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce may, consistent with applicable law, redelegate any of these functions within their respective agencies.  The Secretary of State, in consultation with the Secretary of the Treasury, the Secretary of Commerce, and the Secretary of Transportation, as appropriate, is authorized to exercise the functions and authorities conferred upon the President in section 5 of the Syria Accountability Act and to redelegate these functions and authorities consistent with applicable law.  All agencies of the United States shall take all appropriate measures within their authority to implement this order, consistent with applicable law.

    Sec11.  General Provisions.  (a)  Nothing in this order shall be construed to impair or otherwise affect:
            (i)   the authority granted by law to an executive department or agency, or the head thereof; or
            (ii)  the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.
         (b)  This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
         (c)  This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
         (d)  The costs for publication of this order shall be borne by the Department of State.

                            DONALD J. TRUMP

    THE WHITE HOUSE,
    June 30, 2025.

    MIL OSI USA News

  • MIL-OSI USA News: National Security Presidential Memorandum/NSPM-5

    Source: US Whitehouse

    MEMORANDUM FOR THE VICE PRESIDENT

    THE SECRETARY OF STATE

    THE SECRETARY OF THE TREASURY

    THE SECRETARY OF DEFENSE

    THE ATTORNEY GENERAL

    THE SECRETARY OF THE INTERIOR

    THE SECRETARY OF AGRICULTURE

    THE SECRETARY OF COMMERCE

    THE SECRETARY OF HEALTH AND HUMAN SERVICES

    THE SECRETARY OF TRANSPORTATION

    THE SECRETARY OF HOMELAND SECURITY

    THE DIRECTOR OF NATIONAL INTELLIGENCE

    THE DIRECTOR OF THE CENTRAL INTELLIGENCE

        AGENCY

    THE CHAIRMAN OF THE JOINT CHIEFS OF STAFF

    THE ASSISTANT TO THE PRESIDENT AND CHIEF OF

       STAFF

    THE DIRECTOR OF THE OFFICE OF MANAGEMENT AND

       BUDGET

    THE ASSISTANT TO THE PRESIDENT FOR NATIONAL

       SECURITY AFFAIRS

    THE ASSISTANT TO THE PRESIDENT AND HOMELAND

        SECURITY ADVISOR

    THE COUNSEL TO THE PRESIDENT

    THE ASSISTANT TO THE PRESIDENT FOR ECONOMIC

        POLICY

    THE UNITED STATES TRADE REPRESENTATIVE

    THE DIRECTOR OF THE OFFICE OF SCIENCE AND

       TECHNOLOGY POLICY

    THE REPRESENTATIVE OF THE UNITED STATES OF

       AMERICA TO THE UNITED NATIONS

    THE ADMINISTRATOR OF THE SMALL BUSINESS

       ADMINISTRATION

    THE ADMINISTRATOR OF THE UNITED STATES AGENCY FOR

       INTERNATIONAL DEVELOPMENT

    THE DIRECTOR OF THE OFFICE OF PERSONNEL

       MANAGEMENT

    SUBJECT:       Reissuance of and Amendments to National Security Presidential Memorandum 5 on Strengthening the Policy of the United States Toward Cuba

    Section 1.  Purpose.  The United States recognizes the need for more freedom and democracy, improved respect for human rights, and increased free enterprise in Cuba.  The Cuban people have long suffered under a Communist regime that suppresses their legitimate aspirations for freedom and prosperity and fails to respect their essential human dignity.

    My Administration’s policy will be guided by the national security and foreign policy interests of the United States, as well as solidarity with the Cuban people.  I will seek to promote a stable, prosperous, and free country for the Cuban people.  To that end, we must channel funds toward the Cuban people and away from a regime that has failed to meet the most basic requirements of a free and just society.

    In Cuba, dissidents and peaceful protesters are arbitrarily detained and held in terrible prison conditions.  Violence and intimidation against dissidents occur with impunity.  Families of political prisoners are retaliated against for peacefully protesting the improper confinement of their loved ones.  Worshippers are harassed, and free association by civil society organizations is blocked.  The right to speak freely, including through access to the internet, is denied, and there is no free press.  The United States condemns these abuses.

    The initial actions set forth in this memorandum, including restricting certain financial transactions and travel, encourage the Cuban government to address these abuses.  My Administration will continue to evaluate its policies so as to improve human rights, encourage the rule of law, foster free markets and free enterprise, and promote democracy in Cuba.

    Sec. 2.  Policy.  It shall be the policy of the executive branch to:

    (a)  End economic practices that disproportionately benefit the Cuban government or its military, intelligence, or security agencies or personnel at the expense of the Cuban people.

    (b)  Ensure adherence to the statutory ban on tourism to Cuba.

    (c)  Support the economic embargo of Cuba described in section 4(7) of the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (the embargo), including by opposing measures that call for an end to the embargo at the United Nations and other international forums and through regular reporting on whether the conditions of a transition government exist in Cuba.

    (d)  Amplify efforts to support the Cuban people through the expansion of internet services, free press, free enterprise, free association, and lawful travel.

    (e)  Not reinstate the “Wet Foot, Dry Foot” policy, which encouraged untold thousands of Cuban nationals to risk their lives to travel unlawfully to the United States.

    (f)  Ensure that engagement between the United States and Cuba advances the interests of the United States and the Cuban people.  These interests include:  advancing Cuban human rights; encouraging the growth of a Cuban private sector independent of government control; enforcing final orders of removal against Cuban nationals in the United States; protecting the national security and public health and safety of the United States, including through proper engagement on criminal cases and working to ensure the return of fugitives from American justice living in Cuba or being harbored by the Cuban government; supporting United States agriculture and protecting plant and animal health; advancing the understanding of the United States regarding scientific and environmental challenges; and facilitating safe civil aviation.

    Sec. 3.  Implementation.  The heads of executive departments and agencies (agencies) shall begin to implement the policy set forth in section 2 of this memorandum as follows:

    (a)  Within 30 days of the date of this memorandum, the Secretary of the Treasury and the Secretary of Commerce, as appropriate and in coordination with the Secretary of State and the Secretary of Transportation, shall initiate a process to adjust current regulations regarding transactions with Cuba.

    (i)    As part of the regulatory changes described in this subsection, the Secretary of State shall identify any entities or subentities, as appropriate, that are under the control of, or act for or on behalf of, or for the benefit of, the Cuban military, intelligence, or security services or personnel (such as Grupo de Administracion Empresarial S.A. (GAESA), its affiliates, subsidiaries, and successors), and publish a list of those identified entities and subentities with which direct or indirect financial transactions would disproportionately benefit such services or personnel at the expense of the Cuban people or private enterprise in Cuba.

    (ii)   Except as provided in subsection (a)(iii) of this section, the regulatory changes described in this subsection shall prohibit direct or indirect financial transactions with those entities or subentities on the list published pursuant to subsection (a)(i) of this section.

    (iii)  The regulatory changes described in this subsection shall not prohibit transactions that the Secretary of the Treasury or the Secretary of Commerce, in coordination with the Secretary of State, determines are consistent with the policy set forth in section 2 of this memorandum and:

    (A)  concern Federal Government operations, including Naval Station Guantanamo Bay and the United States mission in Havana;

    (B)  support programs to build democracy in Cuba;

    (C)  concern air and sea operations that support permissible travel, cargo, or trade;

    (D)  support the acquisition of visas for permissible travel;

    (E)  support the expansion of direct telecommunications and internet access for the Cuban people;

    (F)  support the sale of agricultural commodities, medicines, and medical devices sold to Cuba consistent with the Trade Sanctions Reform and Export Enhancement Act of 2000 (22 U.S.C. 7201 et seq.) and the Cuban Democracy Act of 2002 (22 U.S.C. 6001 et seq.);

    (G)  relate to sending, processing, or receiving authorized remittances;

    (H)  otherwise further the national security or foreign policy interests of the United States; or

    (I)  are required by law.

    (b)  Within 30 days of the date of this memorandum, the Secretary of the Treasury, in coordination with the Secretary of State, shall initiate a process to adjust current regulations to ensure adherence to the statutory ban on tourism to Cuba.

    (i)    The amended regulations shall require that educational travel be for legitimate educational purposes.  Except for educational travel that was permitted by regulation in effect on January 27, 2011, all educational travel shall be under the auspices of an organization subject to the jurisdiction of the United States, and all such travelers must be accompanied by a representative of the sponsoring organization.

    (ii)   The regulations shall further require that those traveling for the permissible purposes of non academic education or to provide support for the Cuban people:

    (A)  engage in a full-time schedule of activities that enhance contact with the Cuban people, support civil society in Cuba, or promote the Cuban people’s independence from Cuban authorities; and

    (B)  meaningfully interact with individuals in Cuba.

    (iii)  The regulations shall continue to provide that every person engaging in travel to Cuba shall keep full and accurate records of all transactions related to authorized travel, regardless of whether they were effected pursuant to license or otherwise, and such records shall be available for examination by the Department of the Treasury for at least 5 years after the date they occur.

    (iv)   The Secretary of State, the Secretary of the Treasury, the Secretary of Commerce, and the Secretary of Transportation shall review their respective agencies’ enforcement of all categories of permissible travel within 90 days of the date the regulations described in this subsection are finalized to ensure such enforcement accords with the policies outlined in section 2 of this memorandum.

    (c)  The Secretary of the Treasury shall regularly audit travel to Cuba to ensure that travelers are complying with relevant statutes and regulations.  The Secretary of the Treasury shall request that the Inspector General of the Department of the Treasury inspect the actions taken by the Department of the Treasury to implement this audit requirement.  The Inspector General of the Department of the Treasury shall provide a report to the President, through the Secretary of the Treasury, summarizing the results of that inspection within 180 days of the adjustment of current regulations described in subsection (b) of this section and annually thereafter.

    (d)  The Secretary of the Treasury shall adjust the Department of the Treasury’s current regulation defining the term “prohibited officials of the Government of Cuba” so that, for purposes of title 31, part 515 of the Code of Federal Regulations, it includes Ministers and Vice-Ministers; members of the Council of State and the Council of Ministers; members and employees of the National Assembly of People’s Power; members of any provincial assembly; local sector chiefs of the Committees for the Defense of the Revolution; Director Generals and sub-Director Generals and higher of all Cuban ministries and state agencies; employees of the Ministry of the Interior (MININT); employees of the Ministry of Defense (MINFAR); secretaries and first secretaries of the Confederation of Labor of Cuba (CTC) and its component unions; chief editors, editors, and deputy editors of Cuban state-run media organizations and programs, including newspapers, television, and radio; and members and employees of the Supreme Court (Tribuno Supremo Nacional).

    (e)  The Secretary of State and the Representative of the United States of America to the United Nations shall oppose efforts at the United Nations or (with respect to the Secretary of State) any other international forum to lift the embargo until a transition government in Cuba, as described in section 205 of the LIBERTAD Act, exists.

    (f)  The Secretary of State, in coordination with the Attorney General, shall provide a report to the President assessing whether and to what degree the Cuban government has satisfied the requirements of a transition government as described in section 205(a) of the LIBERTAD Act, taking into account the additional factors listed in section 205(b) of that Act.  This report shall include a review of human rights abuses committed against the Cuban people, such as unlawful detentions, arbitrary arrests, and inhumane treatment.

    (g)  The Attorney General shall, within 90 days of the date of this memorandum, issue a report to the President on issues related to fugitives from American justice living in Cuba or being harbored by the Cuban government.

    (h)  The Secretary of State and the Administrator of the United States Agency for International Development shall review all democracy development programs of the Federal Government in Cuba to ensure that they align with the criteria set forth in section 109(a) of the LIBERTAD Act.

    (i)  The Secretary of State shall convene a task force, composed of relevant agencies, including the Office of Cuba Broadcasting, and appropriate non-governmental organizations and private-sector entities, to examine the technological challenges and opportunities for expanding internet access in Cuba, including through Federal Government support of programs and activities that encourage freedom of expression through independent media and internet freedom so that the Cuban people can enjoy the free and unregulated flow of information.

    (j)  The Secretary of State and the Secretary of Homeland Security shall continue to discourage dangerous, unlawful migration that puts Cuban and American lives at risk.  The Secretary of Defense shall continue to provide support, as necessary, to the Department of State and the Department of Homeland Security in carrying out duties regarding interdiction of migrants.

    (k)  The Secretary of State, in coordination with the Secretary of the Treasury, the Secretary of Defense, the Attorney General, the Secretary of Commerce, and the Secretary of Homeland Security, shall annually report to the President regarding the engagement of the United States with Cuba to ensure that engagement is advancing the interests of the United States.

    (l)  All activities conducted pursuant to subsections (a) through (k) of this section shall be carried out in a manner that furthers the interests of the United States, including by appropriately protecting sensitive sources, methods, and operations of the Federal Government.

    Sec. 4.  Earlier Presidential Actions.  (a)  This memorandum amends sections 1 and 3 of National Security Presidential Memorandum 5 of June 16, 2017 (Strengthening the Policy of the United States Toward Cuba) (NSPM-5), and reissues NSPM-5 in its entirety.  It does not otherwise amend the text or timelines reflected in the original NSPM-5 and is not intended to direct agencies to repeat actions already implemented under that NSPM.

    (b)  This memorandum supersedes and replaces both National Security Presidential Directive 52 of June 28, 2007 (U.S. Policy toward Cuba), and Presidential Policy Directive 43 of October 14, 2016 (United States-Cuba Normalization).

    (c)  This memorandum does not affect either Executive Order 12807 of May 24, 1992 (Interdiction of Illegal Aliens), or Executive Order 13276 of November 15, 2002 (Delegation of Responsibilities Concerning Undocumented Aliens Interdicted or Intercepted in the Caribbean Region).

    Sec. 5.  General Provisions.  (a)  Nothing in this memorandum shall be construed to impair or otherwise affect:

    (i)  the authority granted by law to an executive department or agency, or the head thereof; or

    (ii)  the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.

    (b)  This memorandum shall be implemented consistent with applicable law and subject to the availability of appropriations.

    (c)  This memorandum is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

    (d)  The Secretary of State is hereby authorized and directed to publish this memorandum in the Federal Register.

    DONALD J. TRUMP

    MIL OSI USA News

  • MIL-OSI: Ellomay Capital Reports Results for the Three Months Ended March 31, 2025

    Source: GlobeNewswire (MIL-OSI)

    TEL-AVIV, Israel, June 30, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited interim consolidated financial results for the three month period ended March 31, 2025.

    Financial Highlights

    • Total assets as of March 31, 2025 amounted to approximately €721.2 million, compared to total assets as of December 31, 2024 of approximately €677.3 million.
    • Revenues for the three months ended March 31, 2025 were approximately €8.9 million, compared to revenues of approximately €8.2 million for the three months ended March 31, 2024.
    • Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
    • EBITDA for the three months ended March 31, 2025 was approximately €2.9 million, compared to EBITDA of approximately €1.6 million for the three months ended March 31, 2024. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA.

    Financial Overview for the Three Months Ended March 31, 2025

    • Revenues were approximately €8.9 million for the three months ended March 31, 2025, compared to approximately €8.2 million for the three months ended March 31, 2024. The increase in revenues mainly results from revenues generated from our 19.8 MW and 18.1 MW Italian solar facilities that were connected to the grid in February-May 2024 and in January 2025, respectively.
    • Operating expenses were approximately €4.6 million for the three months ended March 31, 2025, compared to approximately €4.6 million for the three months ended March 31, 2024. Depreciation and amortization expenses were approximately €4.2 million for the three months ended March 31, 2025, compared to approximately €4.1 million for the three months ended March 31, 2024.
    • Project development costs were approximately €1 million for the three months ended March 31, 2025, compared to approximately €1.4 million for the three months ended March 31, 2024. The decrease in project development costs is mainly due to projects that reached “ready to build” status, which results in the commencement of the capitalization of expenses related to such projects into fixed assets.
    • General and administrative expenses were approximately €1.7 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
    • The Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.2 million for the three months ended March 31, 2025, compared to approximately €1.3 million for the three months ended March 31, 2024.
    • Other income was approximately €0.2 million for the three months ended March 31, 2025, compared to €0 for the three months ended March 31, 2024. The income during the three months ended March 31, 2025 was recognized based on insurance compensation in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024 due to loss of income in 2025.
    • Financing income, net, were approximately €7.2 million for the three months ended March 31, 2025, compared to financing expenses of approximately €3.3 million for the three months ended March 31, 2024. The change in financing expenses, net, was mainly attributable to higher income resulting from exchange rate differences that amounted to approximately €10.7 million for the three months ended March 31, 2025, compared to loss from exchange rate differences of approximately €0.6 million for the three months ended March 31, 2024, an aggregate change of approximately €11.3 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 5.9% devaluation of the NIS against the euro during the three months ended March 31, 2025, compared to a revaluation of 0.8% during the three months ended March 31, 2024. The increase in financing income for the three months ended March 31, 2025 was partially offset by an increase in financing expenses of approximately €0.9 million in connection with derivatives and warrants for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
    • Tax benefit was approximately €0.9 million for the three months ended March 31, 2025, compared to tax benefit of approximately €0.8 million for the three months ended March 31, 2024.
    • Loss from discontinued operation (net of tax) was €0 for the three months ended March 31, 2025, compared to a loss from discontinued operation (net of tax) of approximately €0.3 million for the three months ended March 31, 2024.
    • Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
    • Total other comprehensive loss was approximately €4.9 million for the three months ended March 31, 2025, compared to total other comprehensive income of approximately €12 million in the three months ended March 31, 2024. The change in total other comprehensive income (loss) is primarily as the result of foreign currency translation adjustments due to the change in the NIS/euro exchange rate and by changes in fair value of cash flow hedges, including a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows.
    • Total comprehensive income was approximately €1.9 million for the three months ended March 31, 2025, compared to total comprehensive income of approximately €7.1 million for the three months ended March 31, 2024.
    • EBITDA was approximately €2.9 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
    • Net cash from operating activities was approximately €0.3 million for the three months ended March 31, 2025, compared to approximately €1.2 million for the three months ended March 31, 2024.
    • On February 16, 2025, the Company issued in an Israeli public offering an aggregate principal amount of NIS 214,479,000 of newly issued Series G Debentures, due December 31, 2032. The net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately NIS 211.7 million (approximately €56.7 million as of the issuance date).

    CEO Review for the First Quarter of 2025

    In the first quarter, the Company’s revenues amounted to €8.9 million, an increase of approximately 9% in revenues compared to the corresponding quarter last year. These revenues do not include the Company’s share of Dorad’s revenues. The Company presented an increase of approximately 81% in EBITDA compared to the corresponding quarter last year (€2.9 million compared to €1.6 million in the corresponding quarter last year). The Company’s first quarter is a winter quarter and is characterized by low production and revenues compared to the other quarters of the year.

    In the first half of 2025, the Company recorded significant progress in the start of construction and connection to the grid of new projects, which are expected to contribute to revenue growth in the near future.

    In Italy – Financing agreements were signed for solar projects with a total capacity of 198 MW (of which 38 MW are already connected to the electricity grid), and a transaction was signed and consummated with Clal Insurance to enter as a partner (49%) in the aforementioned 198 MW. Construction work on 160 MW has begun and construction is progressing as planned. The remainder of the portfolio held by the Company (100%) is approximately 264 MW solar, of which 124 MW have received construction permits and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026.

    In the US – The Company is advancing additional solar projects with a capacity of approximately 50 MW (beyond the existing portfolio (49 MW) which has completed construction), which are expected to begin construction during 2025. The intention is that these projects will be able to enjoy the full tax benefit currently in effect. The addition of battery storage to each of the projects is also under planning.

    In the Netherlands – the Company received, after March 31, 2025, a license to increase production at the GGG facility by 64%. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately €1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. The expected increase in production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year is expected to add significantly beyond that.

    In Israel – the Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project. Ellomay Luzon (50% owned) provided a notice of exercise of its right of first refusal on the Zorlu-Phoenix transaction for the sale of Dorad’s shares. Ellomay Luzon and another shareholder exercised their right of first refusal with respect to all of the shares offered (15% of Dorad’s shares), and, subject to the timely fulfillment of the conditions to closing, Ellomay Luzon and the other shareholder are expected to share these shares in equal parts.

    In Spain – The Company’s development activity in Spain focuses on battery storage, due to the high volatility in electricity prices in Spain, which stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. In the Company’s assessment, the solution is a significant increase in storage capacity, which is currently at very low levels in Spain. Regulation in Spain is also starting to move in this direction.

    Use of Non-IFRS Financial Measures

    EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 17 of this press release.

    About Ellomay Capital Ltd.

    Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

    To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

    • Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;
    • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
    • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
    • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
    • 51% of solar projects in Italy with an aggregate capacity of 160 MW that commenced construction processes;
    • Solar projects in Italy with an aggregate capacity of 134 MW that have reached “ready to build” status; and
    • Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 27 MW that are connected to the grid and additional 22 MW that are awaiting connection to the grid.

    For more information about Ellomay, visit http://www.ellomay.com.

    Information Relating to Forward-Looking Statements

    This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits – whether within the set time frame or at all, climate change, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact:
    Kalia Rubenbach (Weintraub)
    CFO
    Tel: +972 (3) 797-1111
    Email: hilai@ellomay.com

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Statements of Financial Position
      March 31,   December 31,   March 31,
    2025   2024   2025
    Unaudited   Audited   Unaudited
    € in thousands
      Convenience Translation
    into US$ in thousands*
    Assets          
    Current assets:          
    Cash and cash equivalents 35,148   41,134   38,021
    Short term deposits 36,301     39,268
    Restricted cash 656   656   710
    Intangible asset from green certificates 195   178   211
    Trade and revenue receivables 5,911   5,393   6,394
    Other receivables 15,518   15,341   16,786
    Derivatives asset short-term 650   146   703
      94,379   62,848   102,093
    Non-current assets          
    Investment in equity accounted investee 40,107   41,324   43,385
    Advances on account of investments 547   547   592
    Fixed assets 487,100   482,747   526,914
    Right-of-use asset 41,276   34,315   44,650
    Restricted cash and deposits 15,569   17,052   16,842
    Deferred tax 8,525   9,039   9,222
    Long term receivables 13,882   13,411   15,017
    Derivatives 19,855   15,974   21,478
      626,861   614,409   678,100
               
    Total assets 721,240   677,257   780,193
               
    Liabilities and Equity          
    Current liabilities          
    Current maturities of long-term bank loans 20,761   21,316   22,458
    Current maturities of other long-term loans 5,866   5,866   6,345
    Current maturities of debentures 47,233   35,706   51,094
    Trade payables 9,928   8,856   10,738
    Other payables 8,913   10,896   9,642
    Current maturities of derivatives 40   1,875   43
    Current maturities of lease liabilities 733   714   793
    Warrants 1,740   1,446   1,882
      95,214   86,675   102,995
    Non-current liabilities          
    Long-term lease liabilities 32,673   25,324   35,344
    Long-term bank loans 242,177   245,866   261,972
    Other long-term loans 29,578   30,448   31,996
    Debentures 186,691   155,823   201,951
    Deferred tax 2,652   2,609   2,869
    Other long-term liabilities 950   939   1,028
    Derivatives 135   288   146
      494,856   461,297   535,306
    Total liabilities 590,070   547,972   638,301
               
    Equity          
    Share capital 25,613   25,613   27,707
    Share premium 86,275   86,271   93,327
    Treasury shares (1,736)   (1,736)   (1,878)
    Transaction reserve with non-controlling Interests 5,697   5,697   6,163
    Reserves 7,381   14,338   7,984
    Accumulated deficit (3,567)   (11,561)   (3,859)
    Total equity attributed to shareholders of the Company 119,663   118,622   129,444
    Non-Controlling Interest 11,507   10,663   12,448
    Total equity 131,170   129,285   141,892
    Total liabilities and equity 721,240   677,257   780,193

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

                    

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three
    months ended
    March 31,
      2025   2024   2024   2025
      Unaudited
      Audited   Unaudited
      € in thousands (except per share data)
      Convenience Translation into US$*
    Revenues 8,860   8,243   40,467   9,584
    Operating expenses (4,627)   (4,563)   (19,803)   (5,005)
    Depreciation and amortization expenses (4,238)   (4,055)   (15,887)   (4,584)
    Gross profit (loss) (5)   (375)   4,777   (5)
                   
    Project development costs (1,045)   (1,415)   (4,101)   (1,130)
    General and administrative expenses (1,662)   (1,620)   (6,063)   (1,798)
    Share of profits of equity accounted investee 1,189   1,286   11,062   1,286
    Other income 198     3,409   214
    Operating profit (loss) (1,325)   (2,124)   9,084   (1,433)
                   
    Financing income 11,483   631   2,495   12,422
    Financing income (expenses) in connection with derivatives and warrants, net (376)   536   1,140   (407)
    Financing expenses in connection with projects finance (1,375)   (1,501)   (6,190)   (1,487)
    Financing expenses in connection with debentures (1,741)   (1,711)   (6,641)   (1,883)
    Interest expenses on minority shareholder loan (476)   (554)   (2,144)   (515)
    Other financing expenses (294)   (713)   (8,311)   (318)
    Financing income (expenses), net 7,221   (3,312)   (19,651)   7,812
    Profit (loss) before taxes on income 5,896   (5,436)   (10,567)   6,379
    Tax benefit 922   828   1,424   997
    Profit (loss) from continuing operations 6,818   (4,608)   (9,143)   7,376
    Profit (loss) from discontinued operation (net of tax)   (312)   137  
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Profit (loss) attributable to:              
    Owners of the Company 7,994   (3,613)   (6,524)   8,647
    Non-controlling interests (1,176)   (1,307)   (2,482)   (1,271)
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
                   
    Other comprehensive income items              
    That after initial recognition in comprehensive income were or will be transferred to profit or loss:              
    Foreign currency translation differences for foreign operations (9,538)   1,124   8,007   (10,318)
    Foreign currency translation differences for foreign operations that were recognized in profit or loss     255    
    Effective portion of change in fair value of cash flow hedges 4,264   10,461   5,631   4,613
    Net change in fair value of cash flow hedges transferred to profit or loss 337   457   (813)   365
    Total other comprehensive income (4,937)   12,042   13,080   (5,340)
                   
    Total other comprehensive income (loss) attributable to:              
    Owners of the Company (6,957)   6,656   10,039   (7,526)
    Non-controlling interests 2,020   5,386   3,041   2,186
    Total other comprehensive income (loss) (4,937)   12,042   13,080   (5,340)
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   
    Total comprehensive income for the period attributable to:              
    Owners of the Company 1,037   3,043   3,515   1,121
    Non-controlling interests 844   4,079   559   915
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
      Audited   Unaudited
    € in thousands (except per share data)
      Convenience Translation into US$*
                   
    Basic profit (loss) per share 0.62   (0.28)   (0.51)   0.67
    Diluted profit (loss) per share 0.62   (0.28)   (0.51)   0.67
                   
    Basic profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
    Diluted profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
                   
    Basic profit (loss) per share discontinued operation   (0.02)   0.01  
    Diluted profit (loss) per share discontinued operation   (0.02)   0.01  

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity
              Attributable to shareholders of the Company
      Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    € in thousands
                                           
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Profit for the period     7,994           7,994   (1,176)   6,818
    Other comprehensive income for the period         (9,329)   2,372     (6,957)   2,020   (4,937)
    Total comprehensive income for the period     7,994     (9,329)   2,372     1,037   844   1,881
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   4             4     4
    Balance as at March 31, 2025 25,613   86,275   (3,567)   (1,736)   (883)   8,264   5,697   119,663   11,507   131,170
                                           
    For the three months                                      
    ended March 31, 2024 (unaudited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the period     (3,613)           (3,613)   (1,307)   (4,920)
    Other comprehensive income for the period         1,088   5,568     6,656   5,386   12,042
    Total comprehensive income (loss) for the period     (3,613)     1,088   5,568     3,043   4,079   7,122
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   30             30     30
    Balance as at March 31, 2024 25,613   86,189   (8,650)   (1,736)   1,473   9,482   5,697   118,068   14,183   132,251
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
      Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    € in thousands
    For the year ended                                      
    December 31, 2024 (audited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the year     (6,524)           (6,524)   (2,482)   (9,006)
    Other comprehensive income for the year         8,061   1,978     10,039   3,041   13,080
    Total comprehensive income (loss) for the year     (6,524)     8,061   1,978     3,515   559   4,074
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   112             112     112
    Balance as at December 31, 2024 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
      Non- controlling
    Interests
      Total
    Equity
                                         
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 27,707   93,323   (12,506)   (1,878)   9,136   6,374   6,163   128,319   11,533   139,852
    Loss for the period     8,647           8,647   (1,271)   7,376
    Other comprehensive income for the period         (10,092)   2,566     (7,526)   2,186   (5,340)
    Total comprehensive income for the period     8,647     (10,092)   2,566     1,121   915   2,036
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   4             4     4
    Balance as at March 31, 2025 27,707   93,327   (3,859)   (1,878)   (956)   8,940   6,163   129,444   12,448   141,892
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Cash Flow
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
      Audited   Unaudited
    € in thousands
      Convenience
    Translation into US$*
    Cash flows from operating activities              
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Adjustments for:              
    Financing expenses (income), net (7,221)   3,167   19,247   (7,812)
    Loss from settlement of derivatives contract     316  
    Impairment losses on assets of disposal groups classified as held-for-sale   601   405  
    Depreciation and amortization expenses 4,238   4,084   15,935   4,584
    Share-based payment transactions 4   30   112   4
    Share of profit of equity accounted investees (1,189)   (1,286)   (11,062)   (1,286)
    Payment of interest on loan from an equity accounted investee      
    Change in trade receivables and other receivables   6,178   (2,342)   (8,824)   6,683
    Change in other assets (496)     3,770   (537)
    Change in receivables from concessions project   315   793  
    Change in trade payables 1,267   (68)   (31)   1,371
    Change in other payables (5,538)   2,796   4,455   (5,796)
    Tax benefit (922)   (805)   (1,429)   (997)
    Income taxes refund (paid)   564   623  
    Interest received 351   907   2,537   380
    Interest paid (3,408)   (1,892)   (9,873)   (3,687)
      (6,556)   6,071   16,974   (7,093)
    Net cash from operating activities 262   1,151   7,968   283
                   
    Cash flows from investing activities              
    Acquisition of fixed assets (18,550)   (9,020)   (72,922)   (20,066)
    Interest paid capitalized to fixed assets (876)     (2,515)   (948)
    Proceeds from sale of investments     9,267  
    Advances on account of investments     (163)  
    Proceeds from advances on account of investments     514  
    Investment in settlement of derivatives, net   14   (316)  
    Proceed from restricted cash, net 1,307   1,153   689   1,414
    Proceeds from investment in short-term deposits (39,132)   (28)   1,004   (42,331)
    Net cash used in investing activities (57,251)   (7,881)   (64,442)   (61,931)
                   
    Cash flows from financing activities              
    Issuance of warrants   3,735   2,449  
    Cost associated with long term loans (658)   (638)   (2,567)   (712)
    Payment of principal of lease liabilities (372)   (299)   (2,941)   (402)
    Proceeds from long-term loans 306   380   19,482   331
    Repayment of long-term loans (1,792)   (2,357)   (11,776)   (1,938)
    Repayment of debentures     (35,845)  
    Proceeds from issuance of debentures, net 56,729   36,450   74,159   61,366
    Net cash from financing activities 54,213   37,271   42,961   58,645
                   
    Effect of exchange rate fluctuations on cash and cash equivalents (3,210)   1,667   3,092   (3,472)
    Increase (decrease) in cash and cash equivalents (5,986)   32,208   (10,421)   (6,475)
    Cash and cash equivalents at the beginning of year 41,134   51,555   51,127   44,496
    Cash from disposal groups classified as held-for-sale   (1,041)   428  
    Cash and cash equivalents at the end of the period 35,148   82,722   41,134   38,021

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Operating Segments
      Italy   Spain
      USA   Netherlands   Israel
      Total        
        Subsidized   28 MV                       reportable       Total
    Solar   Plants   Solar   Talasol   Solar   Biogas   Dorad   Manara   segments   Reconciliations   consolidated
    For the three months ended March 31, 2025
    € in thousands
                                               
    Revenues 945   786   406   3,246     3,477   15,061     23,921   (15,061)   8,860
    Operating expenses (435)   (105)   (84)   (1,024)   (305)   (3,206)   (11,693)     (16,851)   12,224   (4,627)
    Depreciation expenses (225)   (229)   (252)   (2,839)     (676)   (1,268)     (5,489)   1,251   (4,238)
    Gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100     1,623   (1,628)   (5)
                                               
    Adjusted gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100     1,623   (1,628)   (5)
    Project development costs                                         (1,045)
    General and administrative expenses                                         (1,662)
    Share of loss of equity accounted investee                                         1,189
    Other income, net                                         198
    Operating profit                                         (1,325)
    Financing income                                         11,483
    Financing income in connection                                          
    with derivatives and warrants, net                                         (376)
    Financing expenses in connection with projects finance                                         (1,375)
    Financing expenses in connection with debentures                                         (1,741)
    Interest expenses on minority shareholder loan                                         (476)
    Other financing expenses                                         (294)
    Financing expenses, net                                         7,221
    Loss before taxes on income                                         5,896
                                               
    Segment assets as at March 31, 2025 87,185   13,242   19,475   223,844   60,458   32,801   108,858   180,504   726,366   (5,126)   721,240  
    Ellomay Capital Ltd. and its Subsidiaries
    Reconciliation of Profit (Loss) to EBITDA
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    € in thousands
      Convenience Translation
    into US$*
    Net profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Financing expenses (income), net (7,221)   3,312   19,651   (7,812)
    Tax benefit (922)   (828)   (1,424)   (997)
    Depreciation and amortization expenses 4,238   4,055   15,887   4,584
    EBITDA 2,913   1,619   25,108   3,151

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders

    Financial Covenants

    Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 30, 2025, and below.

    Net Financial Debt

    As of March 31, 2025, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €170 million (consisting of approximately €3031 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €241.42 million in connection with (i) the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), (ii) the Series D Convertible Debentures issuance (in February 2021), (iii) the Series E Secured Debentures issuance (in February 2023), (iv) the Series F Debentures issuance (in January, April, August and November 2024) and (v) the Series G Debentures issuance (in February 2025)), net of approximately €71.4 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €3033 million of project finance and related hedging transactions of the Company’s subsidiaries).

    Discussion concerning Warning Signs

    Upon the issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of the Company’s Debentures.

    One possible “warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of March 31, 2025, the Company’s Board of Directors noted the working capital deficiency as of March 31, 2025, in the amount of approximately €0.96 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of March 31, 2025, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors noted the following: (i) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next twelve months, (ii) the Company’s positive cash flow from operating activities during 2023 and 2024, and (iii) funds received from the investment transaction with Clal Insurance Company Ltd. that was consummated in June 2025.

     

    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series C Debenture Holders

    The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,4 was 6.3.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended M
    arch 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjusted EBITDA as defined the Series C Deed of Trust   26,972

    The Series C Debentures were fully repaid on June 30, 2025 in accordance with their terms. 

    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series D Debenture Holders

    The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA5 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended M
    arch 31, 2025
      Unaudited
      € in thousands
    Loss for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters6   899
    Adjusted EBITDA as defined the Series D Deed of Trust   27,871
    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series E Debenture Holders

    The Deed of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA7 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8   899
    Adjusted EBITDA as defined the Series E Deed of Trust   27,871
         

    In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

    As of March 31, 2025, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €40.1 million (approximately NIS 161.3 million based on the exchange rate as of such date).

    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series F Debenture Holders

    The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA9 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10   899
    Adjusted EBITDA as defined the Series F Deed of Trust   27,871
         
    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series G Debenture Holders

    The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA11 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters12   899
    Adjusted EBITDA as defined the Series G Deed of Trust   27,871
         

    ____________________________
    1 The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.5 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

    2 The amount of the debentures provided above includes an amount of approximately €6.7 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at March 31, 2025 in the amount of approximately €0.8 million.

    3 The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

    4 The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef solar plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    5 The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    6 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    7 The term “Adjusted EBITDA” is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    8 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    9 The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    10 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    11 The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    12 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    The MIL Network

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    Timed vs. Untimed Online IQ Tests

    Most Mensa online IQ tests, including the one provided by QuickIQTest.org, use a timed format to evaluate accuracy and speed of reasoning. Time constraints add a layer of difficulty, requiring users to think quickly and strategically under pressure.

    However, QuickIQTest.org also allows users to pause and return later if needed, providing flexibility while maintaining test integrity. This hybrid model makes the test more inclusive without sacrificing the quality of results.

    Whether preparing for the Mensa Norway IQ test, training for mental agility, or simply curious about how your brain works, the online Mensa test offers a structured yet user-friendly environment.

    ⇒ Try the Mensa IQ Test That Everyone’s Talking About!

    How Results Are Calculated

    After completing the test, users receive instant feedback with a detailed performance analysis. Scores are calculated using psychometric modeling based on standard deviation and population averages, which estimate where the individual ranks compared to the general population.

    The results from QuickIQTest.org are easy to understand and based on real scientific methods. The platform’s algorithm evaluates consistency, accuracy, and completion time to provide a precise cognitive profile. Many users report that their scores from the Mensa IQ test answers offered here closely match what they later receive from official testing centers.

    By taking the Mensa practice test free exams, users can gain valuable insight into their reasoning ability and better prepare for the official Mensa qualification.

    ⇒ Test Your Intelligence with a Trusted Mensa IQ Format

    Benefits of Taking a Mensa Practice Test Online

    Taking a Mensa practice test online is more than just an intellectual challenge. It’s an effective way to uncover personal strengths, enhance self-awareness, and evaluate readiness for official Mensa qualification. At QuickIQTest.org, users can experience a structured, intuitive version of the Mensa IQ test designed to match real-world testing standards closely.

    Whether you’re preparing for the Mensa Norway IQ test or simply want to know how your reasoning skills compare globally, here’s why millions are turning to QuickIQTest.org for a trusted experience.

    ⇒ See How You Rank with the Mensa IQ Challenge!

    1. Accessible from Anywhere, Anytime

    The digital nature of the online Mensa IQ test at QuickIQTest.org makes it available on demand, removing common barriers like testing centers, fees, and scheduling. This is especially valuable for international users who may not have access to local Mensa offices.

    You can begin the Mensa IQ test online from any device, desktop, tablet, or smartphone, making it ideal for busy professionals, students, and lifelong learners.

    2. Realistic Mensa Test Questions and Format

    The Mensa test questions included in the QuickIQTest.org version are modeled on the structure of official exams. These include questions that measure fluid intelligence, your ability to think abstractly and identify logical patterns.

    Using a Mensa sample test, users can familiarize themselves with the challenges they’ll face in real Mensa evaluations. This practice benefits individuals who plan to apply to Mensa International formally.

    ⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

    3. Timed Assessment Simulates Real Testing Conditions

    One key benefit of using this platform is its timed testing format, which adds an authentic layer of difficulty to the assessment. Users must manage their time wisely and stay focused under mild pressure, just as they would during an official test.

    QuickIQTest.org also offers flexibility by allowing users to pause and resume if needed, ensuring accessibility without sacrificing accuracy.

    4. Detailed, Instant Results

    Upon completion, the Mensa IQ test answers are calculated and analyzed using a standardized scoring system based on IQ distribution. This ensures that the results are meaningful, not random or arbitrary.

    The free Mensa International IQ test gives users immediate feedback with a breakdown of performance areas useful for tracking improvement over time or comparing results with national and international averages.

    ⇒ Complete a Realistic Mensa IQ Test Online!

    5. Cost-Free Experience with Professional Quality

    QuickIQTest.org delivers a Mensa practice test free of charge, with no hidden fees or sign-up requirements. This no-strings-attached model has made the platform a most recommended choice for those interested in taking a Mensa IQ quiz online.

    Users receive a high-quality assessment built on real psychometric science even without payment. That’s part of why many regard it as one of the most accurate ways to test IQ digitally.

    6. Confidence Building for Future Testing

    Taking a Mensa practice test helps reduce test anxiety by familiarizing users with the format and expectations of intelligence testing. This confidence can be a game-changer during actual Mensa entrance exams.

    Users often report improved performance on later exams after using the Mensa test free platform as their preparation tool.

    ⇒ Take the Next Step: Mensa IQ Testing Starts Here!

    7. Useful for Educational and Professional Planning

    Understanding your cognitive strengths can offer value beyond the test itself. Many use their IQ test Mensa results for career planning, educational development, or personal insight.

    By identifying strong areas in logic, memory, or pattern recognition, individuals can better align their future goals with how their mind naturally operates.

    8. Legitimate and Trusted Platform

    QuickIQTest.org is a highly regarded service used by thousands seeking an accurate Mensa IQ test alternative online. The platform is recognized for its reliability, scientific structure, and commitment to user privacy.

    You can confidently take the Mensa online IQ test, knowing your experience is aligned with international testing practices.

    ⇒ Want to Join Mensa? Start with This IQ Test!

    Free vs. Paid Mensa IQ Test

    With growing interest in intelligence testing, people often wonder whether they should take a free Mensa IQ test or invest in a paid one. While many online platforms offer both, the real difference lies in the test’s design quality, scoring accuracy, and trustworthiness. QuickIQTest.org offers one of the most reliable solutions, delivering a Mensa IQ test online that’s accessible, professional, and based on genuine IQ testing principles.

    ⇒ Take the Free Mensa IQ Test Officially at QuickIQTest.org!

    What’s Included in a Free Mensa International IQ test?

    A Mensa practice test, free of charge, can still offer tremendous value if a scientifically grounded platform develops it. At QuickIQTest.org, users can take a free Mensa IQ test replicating the structure and challenge level of formal IQ assessments. It includes:

    • 20 to 40 timed logic-based questions
    • Instant scoring based on international IQ distribution
    • Cognitive performance breakdown
    • Familiarization with Mensa test questions and problem-solving formats

    The free online Mensa IQ test is a legitimate way to prepare for more formal assessments, especially if you’re considering applying to the Mensa International IQ test.

    Unlike many “free” quizzes online that are mostly entertainment-focused, this test is based on psychometric standards and cognitive science,  making it one of the most accurate free resources available.

    ⇒ Test Your Logical Skills with a Mensa IQ Format!

    Are Paid Tests More Accurate or Detailed?

    Sometimes, paid IQ tests offer additional features such as detailed analytics, personality insights, or official certification for academic or professional use. However, price does not always equal quality.

    QuickIQTest.org proves that an online, free Mensa IQ test can still deliver serious, research-backed results. Their algorithm calculates scores using valid statistical models that align with global IQ norms.

    For users asking, “Is Mensa IQ test accurate if it’s free?” — the answer depends on the source. In the case of QuickIQTest.org, the platform is structured to offer a highly reliable Mensa-style testing experience without hidden fees or subscriptions.

    Many users find that their IQ test Mensa scores from QuickIQTest.org are consistent with those they receive on formal Mensa evaluations.

    ⇒ Try the Most Popular Mensa IQ Test Online!

    Red Flags to Avoid in Online Testing Sites

    Not all online IQ tests are created equal. Here are some warning signs to avoid:

    • Vague or overly simplistic questions: Real Mensa sample test formats include complex reasoning challenges.
    • No scoring explanation: A legitimate platform should explain how your score is calculated.
    • Clickbait-style results: Avoid tests that give generic or overly flattering results without clear metrics.
    • Aggressive upselling or paywall traps: Some sites lure users with a “free” label only to demand payment after they complete the transaction.
    • No credibility or transparency: The platform should clarify its methodology and data use policy.

    QuickIQTest.org avoids all of these pitfalls. The Mensa test is structured, transparent, and built to replicate the experience of a Mensa-style intelligence test. It’s one of the most trusted options for users seeking clarity and confidence before pursuing formal membership with the Mensa International IQ test.

    ⇒ Take a Mensa IQ Test That Reflects Real Results!

    How to Prepare for a Mensa IQ Test

    Preparing for a Mensa IQ test is about more than just intelligence; it’s about readiness. Whether you aim to qualify for the Mensa International IQ test or simply want to measure your cognitive abilities with a high-standard Mensa IQ test online, preparation helps sharpen your edge.

    The Mensa IQ Quiz, available at QuickIQTest.org, can help you build the confidence and accuracy needed to succeed. This preparation process includes becoming familiar with question styles, reducing test-day anxiety, and boosting your ability to concentrate under time pressure.

    ⇒ Simulate a Real Mensa IQ Test Free at QuickIQTest.org!

    Practice Mensa-Style Question Types

    The official Mensa intelligence test isn’t based on rote knowledge; it assesses your ability to solve problems, think abstractly, and detect patterns. The most effective way to prepare is to consistently work through Mensa test questions in a format similar to the real test.

    Some of the major categories you’ll encounter include:

    • Raven’s matrix-style pattern recognition
    • Logical progressions in shapes and numbers
    • Odd-one-out visual discrimination
    • Verbal reasoning and analogies
    • Spatial rotations and transformations

    QuickIQTest.org is the most recommended source for a Mensa sample test that closely reflects these categories. Users can take the free Mensa practice test multiple times to build familiarity, speed, and confidence with each question type.

    ⇒ Start the Journey to Mensa Membership with This IQ Test!

    Managing Test Anxiety

    Nervousness is normal, but if unmanaged, it can disrupt your ability to think clearly and finish within the time limit. Since the Mensa online IQ test is typically timed, staying calm is essential for optimal performance.

    Here are effective ways to control anxiety before and during the test:

    • Create a calm environment: Choose a quiet, comfortable place to take the test.
    • Establish a pre-test routine: Drink water, stretch, and do a quick mental warm-up.
    • Practice breathing techniques: Slow breathing helps reduce cortisol levels.
    • Mentally rehearse success: Visualize yourself completing the test calmly and efficiently.
    • Use the platform repeatedly: The more you take the free Mensa IQ test at QuickIQTest.org, the less intimidating the process becomes.

    Knowing what to expect and rehearsing under real conditions—using the Mensa test, free format—can dramatically lower stress.

    ⇒ Take the Online Mensa IQ Quiz with Instant Results!

    Tips to Improve Focus and Performance

    Mental clarity plays a huge role in your outcome. To improve your focus and achieve an accurate score on your online Mensa test, consider these strategies:

    • Take practice tests when you’re mentally sharp, such as mid-morning.
    • Limit screen time beforehand to reduce eye strain and mental fatigue.
    • Eat a light, protein-rich snack before testing for sustained energy.
    • Use noise-canceling headphones or ambient sounds to eliminate distractions.
    • Practice skipping hard questions and circling back later.

    The IQ test, the Mensa model from QuickIQTest.org, allows you to engage with realistic time pressure and genuine question logic. Practicing under these conditions enhances both speed and precision.

    ⇒ Try Mensa IQ Test Free and Accurate at QuickIQTest.org!

    Use a Reliable Practice Source

    Above all, choose a platform that mirrors the integrity of official Mensa testing. Not all online IQ tests are credible. With QuickIQTest.org, you’re training with one of the most accurate and trusted online formats. Their Mensa IQ test free system aligns with psychometric best practices and gives instant, meaningful results.

    This test also benefits those preparing for region-specific exams like the Mensa Norway IQ test, offering a versatile preparation path for global candidates.

    By repeatedly using the Mensa practice test free provided by QuickIQTest.org, users set themselves up mentally, emotionally, and strategically for success.

    ⇒ Find Out Where You Stand with the Mensa IQ Exam!

    Most Accurate Online Mensa IQ Test in 2025

    As the demand for online intelligence testing continues to grow in 2025, finding a trusted and most accurate Mensa IQ test online has become more critical. While dozens of websites and apps claim to offer valid assessments, only a few provide the depth, credibility, and design quality needed to reflect an actual Mensa intelligence test experience. Among them, QuickIQTest.org stands out as a highly regarded platform offering a legitimate, science-backed way to measure your IQ.

    ⇒ Try the Official Free Mensa IQ Test with Fast Scoring!

    Trusted Platforms and Apps

    The internet is saturated with IQ tests, but very few are structured by actual psychometric testing principles. When evaluating platforms, it’s essential to look for those that:

    • Offer pattern-based logic questions similar to official Mensa test questions
    • Provide timed tests that simulate the real testing pressure..
    • Deliver scoring based on standard deviation from the IQ bell curve..
    • Offer a well-explained breakdown of performance.

    QuickIQTest.org ticks every one of these boxes. The platform’s online Mensa test is not a personality quiz or a gamified distraction. It is a research-based tool offering accurate feedback about fluid intelligence and reasoning capabilities.

    ⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

    Certified vs. Unofficial Tests

    One common question from test takers is: Are certified tests better than unofficial ones?

    Certified Mensa admissions tests, typically taken under supervised conditions, are the gold standard for official membership. However, high-quality online IQ assessments can serve as a highly accurate predictor of whether someone might qualify for Mensa. The key is to choose a platform designed by experts in cognitive science and pattern recognition.

    QuickIQTest.org is not claiming to replace official testing but offers a Mensa IQ practice test that provides a strong, data-backed indication of your potential Mensa eligibility. It is one of the most reliable platforms for those who want to prepare, assess their standing, or challenge their intellect.

    Many users begin with the free Mensa IQ test and later, based on their results, take the official supervised exam. The scores align well with what people typically achieve in certified evaluations.

    ⇒ Explore Your IQ with an Accurate Mensa-Based Test

    User Reviews and Reliability

    Credibility is built over time,  and QuickIQTest.org has developed a growing user base of individuals who report high satisfaction with the platform’s structure, accuracy, and transparency.

    Standard user feedback highlights:

    • Realistic difficulty that matches the Mensa IQ test answers users encounter in formal tests
    • Clear explanations of score metrics and how IQ is calculated
    • No hidden fees or misleading claims
    • Seamless user experience and clean test design

    One user noted, “I took the Norway Mensa IQ test after using QuickIQTest.org and scored within the same range. It really helped me prepare.”

    Thousands of learners have used the platform’s Mensa practice test free to sharpen their cognitive skills and explore their intellectual strengths.

    When people ask, “Is the Mensa IQ test accurate if taken online?” the answer is yes,  when you choose a platform like QuickIQTest.org. Its consistency, logic-based framework, and precise scoring method make it one of the most trusted online tools available in 2025.

    ⇒ Take the Classic Mensa IQ Test Online Anytime!

    Understanding Your IQ Score

    After completing a Mensa IQ Quiz online, the next crucial step is interpreting your results. Your score is more than just a number—it reflects how your cognitive abilities compare with the general population. Whether you’re using a free Mensa IQ test or a more structured Mensa intelligence test, it’s essential to understand what the score represents, how it’s calculated, and what it doesn’t say about you.

    ⇒ Curious About Your IQ? Take the Mensa Test Now!

    What Your Score Means

    IQ scores are designed to follow a standard distribution, with the average set at 100. When you take a Mensa IQ practice test through a reliable source like QuickIQTest.org, your final score is calculated based on the number of correct answers, the difficulty of questions, and how your performance compares to others.

    Your result is often accompanied by a percentile rank, which shows how many people you outperformed. For example:

    • A score of 100 means your intelligence level is right in the middle of the population.
    • A score of 130 or above may indicate potential eligibility for Mensa.
    • A score below 85 is still within the standard curve but on the lower end of the distribution.

    QuickIQTest.org provides immediate, easy-to-read score explanations after each Mensa online IQ test, helping users see where they stand and what it might mean for their educational or professional development.

    ⇒ See If You Make the Cut with This Mensa IQ Test!

    Average, High, and Low IQ Ranges

    Most online tests use the Wechsler scale or similar bell curves. Here’s how typical IQ scores are categorized:

    • Below 70: Considered well below average; may indicate developmental challenges
    • 70–84: Below average range
    • 85–114: Average range (majority of the population)
    • 115–129: Above average
    • 130+: High IQ; potential Mensa qualification

    The Mensa practice test, free at QuickIQTest.org, aligns its scoring with these global standards, offering users an accurate assessment of where they fall.

    While scoring above 130 on the IQ test doesn’t automatically mean Mensa membership, it’s often a strong indicator that you might qualify if you pursue the official supervised exam.

    ⇒ Reveal Your Cognitive Strengths with a Mensa IQ Test!

    Limitations and Misconceptions

    IQ tests measure specific types of intelligence—remarkably fluid reasoning, pattern recognition, and logic. They do not assess:

    • Creativity
    • Emotional intelligence (EQ)
    • Social skills
    • Practical problem-solving
    • Wisdom or moral judgment

    A common misconception is that a high IQ automatically equates to success or genius. While many high-IQ individuals thrive academically or professionally, success is influenced by many other factors, including motivation, opportunity, and emotional resilience.

    Another myth is that taking the Mensa IQ test multiple times will significantly inflate your score. While practice improves familiarity, accurate intelligence scores remain relatively stable over time.

    That said, tools like QuickIQTest.org offer meaningful insights and preparation. They’re designed for those aiming to join Mensa and for anyone curious about their cognitive strengths.

    ⇒ Test Yourself Against Mensa Standards!

    8. Mensa IQ Test for Kids, Teens, and Adults

    Intelligence testing isn’t limited to adults. An adequately designed Mensa IQ test can help assess children, teenagers, and adults’ cognitive ability. However, it’s essential to recognize that age plays a critical role in measuring and interpreting IQ. Whether for educational placement, personal insight, or curiosity, the online Mensa IQ test at QuickIQTest.org adapts well across age groups by offering a flexible, pattern-based format appropriate for different developmental stages.

    Age-Appropriate IQ Assessments

    IQ testing must be aligned with age-related expectations to be accurate. The mental tasks a 10-year-old can solve differ significantly from those expected of a 30-year-old. Modern IQ tests adjust scoring to ensure fair comparisons across ages.

    QuickIQTest.org provides an IQ test and a Mensa platform suitable for teens and adults. It is typically recommended for ages 14 and up. For younger children, supervised testing with child-specific formats is more appropriate. However, for teens preparing for academic challenges or seeking Mensa eligibility, the Mensa practice test offers an excellent simulation of the logic-based reasoning questions used in official exams.

    Adults aged 20, 40, or 65 can use the Mensa online IQ test to evaluate cognitive agility. Unlike knowledge tests, these pattern-recognition exercises are designed to minimize age or cultural bias.

    ⇒ Start the Mensa IQ Test Online Free with QuickIQTest.org!

    Educational vs. General Intelligence Tests

    Educational IQ tests often assess verbal comprehension, arithmetic skills, and memory, traits aligned with classroom performance. In contrast, a Mensa intelligence test focuses on fluid intelligence: your ability to reason and think abstractly.

    The free Mensa IQ test from QuickIQTest.org is particularly well-suited for general intelligence evaluation. It doesn’t require prior academic knowledge. Instead, it asks questions based on logic, patterns, and spatial awareness—abilities that tend to be stable across diverse educational backgrounds.

    This makes the Mensa test a free experience appealing to students looking to challenge themselves and working professionals interested in their cognitive strengths.

    ⇒ Discover the IQ Test Modeled After Mensa Exams!

    How Schools or Employers May Use Results

    Schools may recommend IQ testing for gifted program eligibility or special education placement. An above-average score—particularly in problem-solving and pattern recognition—can support a child’s placement in accelerated academic tracks.

    Some employers also use intelligence testing in hiring processes, especially for roles requiring critical thinking, analysis, or technical decision-making. While many organizations don’t ask for an actual Mensa IQ test, scores from high-quality platforms like QuickIQTest.org can provide personal insight and potentially be included in a professional portfolio.

    It’s worth noting that many individuals voluntarily share their Mensa IQ test answers or scores with mentors, educators, and coaches to guide future development.

    The Mensa practice test is free, and it’s a low-pressure way to get started, whether you’re a student preparing for higher education or a professional seeking a mental challenge.

    ⇒ Unlock Your IQ Potential with This Mensa-Based Test!

    9. Is a Mensa IQ Test Legitimate?

    With the explosion of online testing platforms, it’s natural to question whether a Mensa IQ test taken online is accurate or valid. While not every internet quiz holds scientific value, well-structured assessments like those offered by QuickIQTest.org are developed to reflect genuine intelligence-testing principles. When done correctly, an online Mensa IQ test can provide results closely aligned with traditional, supervised testing used in clinical or academic settings.

    ⇒ Measure Your Intelligence with a Mensa-Style Quiz

    How Accurate Are Online IQ Tests Compared to Clinical Ones?

    Clinical IQ assessments, like the Stanford-Binet or WAIS-IV, are typically administered in controlled environments by certified professionals. They are used in education, employment, and mental health contexts and offer highly detailed insight into cognitive performance. They assess several forms of intelligence, including working memory, spatial reasoning, and processing speed.

    While online versions don’t provide the same depth, many use similar formats, particularly for fluid intelligence (the ability to identify patterns, solve problems, and reason abstractly). A properly designed Mensa practice test mimics these core aspects with visual pattern recognition, number series, and logic puzzles. QuickIQTest.org uses time-based challenges and varied question structures to replicate these elements, producing surprisingly consistent results with official Mensa entry exams.

    Many users of QuickIQTest.org report that their scores from this free Mensa IQ test fall within the same range as those received from in-person evaluations.

    ⇒ Start a Mensa IQ Assessment from Anywhere!

    How to Tell If a Test Is Scientifically Valid

    With so many tests online claiming to be “official” or “accurate,” how can you spot the real ones?

    Here are signs of scientific credibility in an online Mensa IQ test:

    • Timed sections: Intelligence isn’t just about getting the correct answer—it’s about speed and efficiency under time pressure.
    • Standardized scoring: Real IQ tests distribute results on a bell curve. Look for scores where 100 is average, with clear percentile rankings.
    • Diverse questions: A valid test includes spatial, numeric, and abstract reasoning,  each targeting different cognitive functions.
    • Adaptive difficulty: The test should gradually increase in complexity, which mirrors how official Mensa assessments are structured.
    • No personality quizzes or gimmicks: IQ tests aren’t mood surveys but analytical and performance-based.

    QuickIQTest.org delivers on all these fronts. Their online Mensa IQ test uses a scoring algorithm rooted in psychometric testing standards. The platform is built not to entertain, but to challenge users across different reasoning dimensions.

    ⇒ Take the IQ Test Designed for High Performers!

    Credentials to Look For in a Reliable IQ Test

    Even if a test is online, it should still meet standards that suggest professional input and real-world value. You don’t need a clinical psychologist to validate it, but some benchmarks help:

    • Developer transparency: Reputable IQ tests often mention who created the test, ideally, experts in cognitive science or psychometric testing.
    • Consistent user reviews: Real users should report that their scores feel realistic and reflect other intelligence evaluations they’ve taken.
    • No unrealistic promises: Beware of tests that guarantee Mensa admission or claim impossible accuracy. A legitimate Mensa intelligence test will acknowledge that only official, supervised tests can grant membership.

    At QuickIQTest.org, the goal is not to mislead users. Instead, they offer a highly regarded, free Mensa test alternative that enables individuals to evaluate their reasoning ability before deciding whether to apply for official Mensa testing.

    ⇒ Find Out If You Have a Mensa-Eligible Score!

    The Role of a Mensa Practice Test

    Think of a Mensa IQ test online like a practice run—it’s not a certification, but it’s the next best thing. It offers valuable preparation, helps reduce test anxiety, and gives you a clear picture of your strengths.

    Additionally, it is an excellent IQ screening tool because the Mensa sample test at QuickIQTest.org is patterned after real Mensa questions. It gives users honest feedback while preserving the integrity of what a real test should feel like.

    ⇒ Take the Mensa IQ Test Officially at QuickIQTest.org

    FAQS

    Can I take a free Mensa IQ test online?

    Taking a free Mensa IQ test online is possible, especially for practice and personal evaluation. While official Mensa tests must be supervised and often involve a fee, trusted platforms like QuickIQTest.org provide access to a Mensa IQ test online that mimics the structure and complexity of the real thing. This Mensa practice test free version includes timed questions and instant scoring, offering an effective way to understand how you might perform on a formal Mensa assessment. It benefits those interested in preparing before attempting an official supervised exam.

    How does the online Mensa IQ test work?

    An online Mensa IQ test generally presents a series of timed questions designed to test logic, spatial awareness, pattern recognition, and numerical reasoning. These tests are based on the same principles as formal IQ assessments used by Mensa International. At QuickIQTest.org, the structure includes:

    • Timed sections: Questions must be answered within a specific time limit to simulate real-world conditions.
    • Adaptive scoring: The test evaluates accuracy and the difficulty of questions answered correctly.
    • Instant results: Once completed, you receive a score range that corresponds with general IQ benchmarks, giving you an idea of where you stand compared to the population.

    This Mensa IQ practice test provides an accessible way to explore your intellectual strengths before considering official testing.

    How accurate is the online Mensa IQ test?

    The accuracy of an online Mensa IQ test depends on how well it follows accepted psychometric standards. While online versions do not replace supervised clinical assessments, services like QuickIQTest.org aim to provide a highly accurate and reliable evaluation. Their test uses cognitive science and logic-based structures similar to official IQ tests. It focuses on visual and numerical reasoning rather than learned knowledge, which makes it more reflective of your innate problem-solving abilities. While the score cannot be used for formal Mensa membership, it can indicate your potential and help guide whether you should pursue official testing.

    What does my IQ score mean?

    Your IQ score is a numerical expression of your cognitive performance relative to the general population. Most scoring systems are based on a bell curve, with 100 as the average IQ. Here’s a general breakdown:

    • 85–115: Average range (most people fall here)
    • 116–129: Above average
    • 130 and above: Gifted; potential Mensa qualification
    • Below 85: May indicate challenges in some areas of reasoning.

    When you take the IQ test, Mensa style, at QuickIQTest.org, your score will fall within a percentile rank, giving context to where you stand. However, it’s essential to understand that IQ is just one measure of cognitive potential and does not capture creativity, emotional intelligence, or other forms of intelligence.

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  • MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
    Revenue of $237 million Grew 36% year-over-year
    Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
    Acquires Agentic RAG AI Company

    BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

    Second Quarter 2025 Highlights:

    • Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
    • Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
    • Operating margin was 16% and non-GAAP operating margin was 40%.
    • Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%. 
    • Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

    “We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

    Additional financial highlights included:

      Three Months Ended
      GAAP   Non-GAAP
    (in thousands, except percentages and per share amounts) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue $ 237,355     $ 175,077     36 %   $ 237,355     $ 175,077     36 %
    Income from operations $ 38,616     $ 27,148     42 %   $ 95,461     $ 67,086     42 %
    Operating margin   16 %     16 %   0 bps     40 %     38 %   200 bps
    Net income $ 17,029     $ 16,188     5 %   $ 61,749     $ 47,899     29 %
    Diluted earnings per share $ 0.39     $ 0.37     5 %   $ 1.40     $ 1.09     28 %
    Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 29,996     $ 63,681     (53 )%   $ 37,068     $ 64,073     (42 )%
        $ 51,579   $ 69,679   (26 )%

    See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

    Other fiscal second quarter 2025 metrics and recent results included:

    • Cash and cash equivalents were $102.0 million at the end of the quarter.
    • Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

    “Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

    Acquisition of Nuclia

    In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

    The acquisition was signed and closed today and is immaterial to Progress’ financials.

    To learn more about Nuclia, go to https://nuclia.com/

    2025 Business Outlook

    Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

      Updated FY 2025 Guidance
    (June 30, 2025)
      Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)
    $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

    Based on current exchange rates, the expected positive currency translation impact on our:

    • Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
    • Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

    To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

    Conference Call

    Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

    About Progress

    Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com

    Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     %     44,522       44,395     %
                           
    Cash dividends declared per common share $     $ 0.175     (100 )%   $     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

    (in thousands) May 31, 2025   November 30, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 102,006   $ 118,077
    Accounts receivable, net   140,122     163,575
    Unbilled receivables, current portion   34,136     34,672
    Other current assets   49,387     52,489
    Total current assets   325,651     368,813
    Property and equipment, net   12,474     13,746
    Goodwill and intangible assets, net   1,944,387     2,015,748
    Right-of-use lease assets   27,351     30,894
    Unbilled receivables, non-current portion   29,890     28,893
    Other assets   73,839     68,872
    Total assets $ 2,413,592   $ 2,526,966
    Liabilities and shareholders’ equity      
    Current liabilities:      
    Accounts payable and other current liabilities $ 75,610   $ 113,801
    Convertible senior notes, current portion, net   358,051    
    Operating lease liabilities, current portion   8,250     9,202
    Deferred revenue, current portion, net   308,360     332,142
    Total current liabilities   750,271     455,145
    Long-term debt, net   660,000     730,000
    Convertible senior notes, non-current portion, net   440,244     796,267
    Operating lease liabilities, non-current portion   22,548     26,259
    Deferred revenue, non-current portion, net   80,219     72,270
    Other non-current liabilities   7,609     8,237
    Stockholders’ equity:      
    Common stock and additional paid-in capital   362,522     354,592
    Retained earnings   90,179     84,196
    Total stockholders’ equity   452,701     438,788
    Total liabilities and stockholders’ equity $ 2,413,592   $ 2,526,966
     

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Cash flows from operating activities:              
    Net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Depreciation and amortization   39,568       27,529       78,777       55,073  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Other non-cash adjustments   (1,332 )     (812 )     1,738       515  
    Changes in operating assets and liabilities   (42,010 )     8,787       (40,971 )     15,317  
    Net cash flows from operating activities   29,996       63,681       98,943       134,185  
    Capital expenditures   (495 )     (955 )     (1,785 )     (1,264 )
    Repurchases of common stock, net of issuances   (13,478 )     (44,636 )     (37,348 )     (59,553 )
    Dividend equivalent and dividend payments to stockholders   (295 )     (7,951 )     (654 )     (16,122 )
    Payments for acquisitions               (1,195 )      
    Proceeds from the issuance of debt, net of payment of issuance costs         431,929             431,929  
    Repayment of revolving line of credit and principal payment on term loan   (40,000 )     (337,813 )     (70,000 )     (371,250 )
    Purchase of capped calls         (42,210 )           (42,210 )
    Other   2,117       (4,847 )     (4,032 )     (12,253 )
    Net change in cash and cash equivalents   (22,155 )     57,198       (16,071 )     63,462  
    Cash and cash equivalents, beginning of period   124,161       133,222       118,077       126,958  
    Cash and cash equivalents, end of period $ 102,006     $ 190,420     $ 102,006     $ 190,420  
     

    RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

    Adjusted Free Cash Flow and Unlevered Free Cash Flow                
                           
      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Cash flows from operations $ 29,996     $ 63,681     (53 )%   $ 98,943     $ 134,185     (26 )%
    Purchases of property and equipment   (495 )     (955 )   (48 )%     (1,785 )     (1,264 )   41 %
    Free cash flow   29,501       62,726     (53 )%     97,158       132,921     (27 )%
    Add back: restructuring payments   7,567       1,347     462 %     13,121       3,356     291 %
    Adjusted free cash flow $ 37,068     $ 64,073     (42 )%   $ 110,279     $ 136,277     (19 )%
    Add back: tax-effected interest expense   14,511       5,606     159 %     29,253       11,481     155 %
    Unlevered free cash flow $ 51,579     $ 69,679     (26 )%   $ 139,532     $ 147,758     (6 )%
     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    Cash flows from operations (GAAP) $ 218     $ 230  
    Purchases of property and equipment   (7 )     (7 )
    Add back: restructuring payments   17       17  
    Adjusted free cash flow (non-GAAP)   228       240  
    Add back: tax-effected interest expense   57       56  
    Unlevered free cash flow (non-GAAP) $ 285     $ 296  

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
    (Unaudited)

    Q3 2025 Non-GAAP Earnings per Share Guidance
      Three Months Ending August 31, 2025
      Low   High
    GAAP diluted earnings per share $ 0.29     $ 0.35  
    Acquisition-related expense   0.02       0.02  
    Restructuring expense   0.01       0.01  
    Stock-based compensation   0.35       0.35  
    Amortization of acquired intangibles   0.83       0.83  
    Cyber vulnerability response expenses, net   0.03       0.03  
    Total adjustments(1)   1.24       1.24  
    Income tax adjustment   (0.25 )     (0.25 )
    Non-GAAP diluted earnings per share $ 1.28     $ 1.34  
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

    Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

    Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

    In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

    • Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
    • Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
    • Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
    • Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
    • Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

    In the noted fiscal periods, we also present the following liquidity measures:

    • Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

    In the noted fiscal periods, we also present the following select performance metrics:

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

      For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

      Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

      The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

      ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

    • Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

    Note Regarding Forward-Looking Statements

    This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

    The MIL Network

  • MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
    Revenue of $237 million Grew 36% year-over-year
    Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
    Acquires Agentic RAG AI Company

    BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

    Second Quarter 2025 Highlights:

    • Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
    • Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
    • Operating margin was 16% and non-GAAP operating margin was 40%.
    • Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%. 
    • Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

    “We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

    Additional financial highlights included:

      Three Months Ended
      GAAP   Non-GAAP
    (in thousands, except percentages and per share amounts) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue $ 237,355     $ 175,077     36 %   $ 237,355     $ 175,077     36 %
    Income from operations $ 38,616     $ 27,148     42 %   $ 95,461     $ 67,086     42 %
    Operating margin   16 %     16 %   0 bps     40 %     38 %   200 bps
    Net income $ 17,029     $ 16,188     5 %   $ 61,749     $ 47,899     29 %
    Diluted earnings per share $ 0.39     $ 0.37     5 %   $ 1.40     $ 1.09     28 %
    Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 29,996     $ 63,681     (53 )%   $ 37,068     $ 64,073     (42 )%
        $ 51,579   $ 69,679   (26 )%

    See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

    Other fiscal second quarter 2025 metrics and recent results included:

    • Cash and cash equivalents were $102.0 million at the end of the quarter.
    • Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

    “Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

    Acquisition of Nuclia

    In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

    The acquisition was signed and closed today and is immaterial to Progress’ financials.

    To learn more about Nuclia, go to https://nuclia.com/

    2025 Business Outlook

    Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

      Updated FY 2025 Guidance
    (June 30, 2025)
      Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)
    $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

    Based on current exchange rates, the expected positive currency translation impact on our:

    • Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
    • Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

    To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

    Conference Call

    Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

    About Progress

    Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com

    Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     %     44,522       44,395     %
                           
    Cash dividends declared per common share $     $ 0.175     (100 )%   $     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

    (in thousands) May 31, 2025   November 30, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 102,006   $ 118,077
    Accounts receivable, net   140,122     163,575
    Unbilled receivables, current portion   34,136     34,672
    Other current assets   49,387     52,489
    Total current assets   325,651     368,813
    Property and equipment, net   12,474     13,746
    Goodwill and intangible assets, net   1,944,387     2,015,748
    Right-of-use lease assets   27,351     30,894
    Unbilled receivables, non-current portion   29,890     28,893
    Other assets   73,839     68,872
    Total assets $ 2,413,592   $ 2,526,966
    Liabilities and shareholders’ equity      
    Current liabilities:      
    Accounts payable and other current liabilities $ 75,610   $ 113,801
    Convertible senior notes, current portion, net   358,051    
    Operating lease liabilities, current portion   8,250     9,202
    Deferred revenue, current portion, net   308,360     332,142
    Total current liabilities   750,271     455,145
    Long-term debt, net   660,000     730,000
    Convertible senior notes, non-current portion, net   440,244     796,267
    Operating lease liabilities, non-current portion   22,548     26,259
    Deferred revenue, non-current portion, net   80,219     72,270
    Other non-current liabilities   7,609     8,237
    Stockholders’ equity:      
    Common stock and additional paid-in capital   362,522     354,592
    Retained earnings   90,179     84,196
    Total stockholders’ equity   452,701     438,788
    Total liabilities and stockholders’ equity $ 2,413,592   $ 2,526,966
     

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Cash flows from operating activities:              
    Net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Depreciation and amortization   39,568       27,529       78,777       55,073  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Other non-cash adjustments   (1,332 )     (812 )     1,738       515  
    Changes in operating assets and liabilities   (42,010 )     8,787       (40,971 )     15,317  
    Net cash flows from operating activities   29,996       63,681       98,943       134,185  
    Capital expenditures   (495 )     (955 )     (1,785 )     (1,264 )
    Repurchases of common stock, net of issuances   (13,478 )     (44,636 )     (37,348 )     (59,553 )
    Dividend equivalent and dividend payments to stockholders   (295 )     (7,951 )     (654 )     (16,122 )
    Payments for acquisitions               (1,195 )      
    Proceeds from the issuance of debt, net of payment of issuance costs         431,929             431,929  
    Repayment of revolving line of credit and principal payment on term loan   (40,000 )     (337,813 )     (70,000 )     (371,250 )
    Purchase of capped calls         (42,210 )           (42,210 )
    Other   2,117       (4,847 )     (4,032 )     (12,253 )
    Net change in cash and cash equivalents   (22,155 )     57,198       (16,071 )     63,462  
    Cash and cash equivalents, beginning of period   124,161       133,222       118,077       126,958  
    Cash and cash equivalents, end of period $ 102,006     $ 190,420     $ 102,006     $ 190,420  
     

    RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

    Adjusted Free Cash Flow and Unlevered Free Cash Flow                
                           
      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Cash flows from operations $ 29,996     $ 63,681     (53 )%   $ 98,943     $ 134,185     (26 )%
    Purchases of property and equipment   (495 )     (955 )   (48 )%     (1,785 )     (1,264 )   41 %
    Free cash flow   29,501       62,726     (53 )%     97,158       132,921     (27 )%
    Add back: restructuring payments   7,567       1,347     462 %     13,121       3,356     291 %
    Adjusted free cash flow $ 37,068     $ 64,073     (42 )%   $ 110,279     $ 136,277     (19 )%
    Add back: tax-effected interest expense   14,511       5,606     159 %     29,253       11,481     155 %
    Unlevered free cash flow $ 51,579     $ 69,679     (26 )%   $ 139,532     $ 147,758     (6 )%
     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    Cash flows from operations (GAAP) $ 218     $ 230  
    Purchases of property and equipment   (7 )     (7 )
    Add back: restructuring payments   17       17  
    Adjusted free cash flow (non-GAAP)   228       240  
    Add back: tax-effected interest expense   57       56  
    Unlevered free cash flow (non-GAAP) $ 285     $ 296  

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
    (Unaudited)

    Q3 2025 Non-GAAP Earnings per Share Guidance
      Three Months Ending August 31, 2025
      Low   High
    GAAP diluted earnings per share $ 0.29     $ 0.35  
    Acquisition-related expense   0.02       0.02  
    Restructuring expense   0.01       0.01  
    Stock-based compensation   0.35       0.35  
    Amortization of acquired intangibles   0.83       0.83  
    Cyber vulnerability response expenses, net   0.03       0.03  
    Total adjustments(1)   1.24       1.24  
    Income tax adjustment   (0.25 )     (0.25 )
    Non-GAAP diluted earnings per share $ 1.28     $ 1.34  
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

    Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

    Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

    In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

    • Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
    • Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
    • Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
    • Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
    • Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

    In the noted fiscal periods, we also present the following liquidity measures:

    • Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

    In the noted fiscal periods, we also present the following select performance metrics:

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

      For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

      Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

      The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

      ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

    • Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

    Note Regarding Forward-Looking Statements

    This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

    The MIL Network

  • MIL-OSI Economics: Members spotlight transparency and development in discussions on standards and regulations

    Source: WTO

    Headline: Members spotlight transparency and development in discussions on standards and regulations

    Daniela García of Ecuador handed over the Committee Chairperson role to Beatriz Stevens of the United Kingdom.
    Transparency and notification practices
    The week opened with a special meeting on transparency, featuring speakers from various regions, complemented by interactive discussions in breakout groups among all members. Representatives from TBT Enquiry Points shared their experiences on domestic institutional arrangements related to transparency, on opportunities to comment on members’ notifications and on ensuring timely preparation and submission of TBT notifications. Speakers emphasized the importance of timely consultation of all stakeholders in the regulatory process to improve the quality of regulations.
    Representatives from the private sector shared how they use the ePing platform to track, in real time, the 4,000+ notifications on product requirements circulated annually. They shared examples of how members viewed technical comments positively in the development of regulations, helping to further align them with international standards and avoid unnecessary trade disruptions.
    Throughout the session, members highlighted the benefits of using ePing to track information and meet transparency obligations. They welcomed the launch of a new feature in ePing where users can quickly receive translations of notified texts from non-WTO official languages into English, French and Spanish.  They also made suggestions to further facilitate stakeholders’ access to ePing and keep track of developments in product regulations.
    Members noted the significant progress made by the TBT Committee in strengthening transparency practices since the last special meeting in 2023. This includes the adoption of updates and improvements to the notification templates and guidelines as well as the finalization of a good practice guide for commenting . These improvements build on the work of the Transparency Working Group, reflecting continued efforts to streamline procedures and enhance access to information.  The recording of the special meeting can be watched here.
    Thematic session: special and differential treatment 
    A dedicated thematic session held on 24 June examined how developing and least-developed country members can better use flexibilities under the TBT Agreement. In particular, the session explored members’ experiences in using special and differential treatment disciplines under the Agreement, members’ engagement in the Committee’s work and the need for targeted capacity-building activities, including for developing quality infrastructure.
    The session drew on the themes of the Thirteenth WTO Ministerial Conference Declaration on Special and Differential Treatment, with the participation of Ambassador Kadra Hassan of Djibouti, Chair of the Committee on Trade and Development in Special Session. The panel discussion featured speakers from Brazil, Cambodia, Ecuador, Kenya, Senegal, Uganda, Viet Nam and Zambia. The recording of the session can be watched here. 
    Specific trade concerns 
    A total of 78 trade concerns regarding members’ proposed and final TBT regulations were raised at the Committee’s regular meeting. Among these, 20 were raised for the first time. The full list is available here. 
    The new trade concerns addressed a wide variety of regulatory issues related to home appliances, cotton bales, industrial chemicals, energy and warehouse storage systems, electrical equipment safety, biodegradable plastic products, and vehicles, among others. 
    Japan reported that progress was made on the trade concerns it had raised on certain provisions of China’s standard for information security technology for office devices, noting that such provisions have now been deleted, and thanking China for its cooperation.
    Side events and training: practical tools and partnerships
    Two ePing training sessions, led by the WTO Secretariat, were held on 25 and 26 June. 
    In addition, three side events were organized. The United States hosted a workshop on international standards for food and agriculture traceability on 24 June, led by the standards organization ASTM. On 25 June, the International Trade Centre showcased how quality and sustainability standards support development, with a case study from Burundi and a demonstration of the Standards Map tool.  On 26 June, the United Kingdom and the International Chamber of Commerce UK led a session on market access challenges and how tools such as ePing can support private sector engagement in members’ work on TBT and on sanitary and phytosanitary measures.
    What is next?
    The next TBT Committee meetings will be held from 10 to 14 November. Thematic sessions will focus on international standards for critical and emerging technologies, including AI, semiconductors and positioning systems, as well as good regulatory practices and metrology. A cross-cutting discussion on non-tariff measures under the WTO Information Technology Agreement will also be scheduled.

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  • MIL-OSI Economics: Members explore technology transfer case studies, patent information, trade-related IP data

    Source: WTO

    Headline: Members explore technology transfer case studies, patent information, trade-related IP data

    Discussions at the meeting saw a high level of engagement by delegations. Members highlighted how voluntary technology transfer to developing economies can boost innovation, productivity and development, drawing on sectoral case studies. They also focused on better harnessing information from expired patents and underlined the importance of systematic, transparent reporting on global IP trade flows.
    A paper entitled “Intellectual Property and Innovation: Technology Transfer case studies” was submitted by Australia, Canada, the European Union, Israel, Japan, the Republic of Korea, New Zealand, Singapore, Switzerland, Chinese Taipei, the United Kingdom and the United States.
    The paper highlights how technology enhances productivity, competitiveness, growth and development, motivating countries to foster an environment that attracts voluntary technology transfer and innovation. The paper invites members to submit case studies on voluntary transfers of patent-protected or trade secret technologies and highlights the importance of domestic policies and capacity-building. The aim of the paper is to inform TRIPS Council discussions on incentivizing mutually beneficial technology transfer to address global challenges.
    The paper indicates that practical examples are useful in illustrating how technology transfer occurs across sectors such as agriculture, sustainability and manufacturing. IP offices and WIPO GREEN,  an online platform for technology exchange, provide case studies and opportunities to promote green technology exchange. TRIPS Article 66.2 on technology transfer details incentives for transfer to least-developed countries (LDCs). In public health, the Medicines Patent Pool (MPP) enables voluntary sublicensing of patented treatments, increasing access to lifesaving medicines and supporting local production.
    Colombia submitted a communication titled “After-life of patents” proposing joint efforts ahead of the 14th WTO Ministerial Conference (MC14), to be held in Cameroon in March 2026, to explore better use of patent information, potentially expanding the discussion to copyrighted works. The proposal envisions a cooperative WTO approach, without affecting debates on the need for balance in IP protection. Colombia said it is considering an MC14 decision where members would agree to make patent disclosures publicly accessible, promote good practices for their use, permit artificial intelligence (AI) training on such data, and establish a global, publicly accessible repository for such information. 
    Colombia submitted a second paper for discussion: “Trade-Related Figures of Intellectual Property at the WTO: The Case of IP Royalties at the Global Level”. The paper argues that since the TRIPS Agreement’s adoption in 1995, WTO members have applied common IP standards yet little focus has been placed on trade-related IP metrics. Unlike goods and services, IP trade flows – such as royalty payments – receive limited, inconsistent attention in WTO data. Occasional studies exist but lack regularity. However, reliable data is available through IMF and World Bank sources, which track cross-border royalty payments in national balance of payments statistics, offering an important resource for understanding global IP trade dynamics.
    The paper suggests the WTO should implement systematic, detailed reporting on IP-related financial flows, integrating this data into TRIPS Council updates, Trade Policy Reviews and WTO databases. Disaggregated by IP category, such data would support informed policy decisions and foster balanced, evidence-based debate on the global IP regime.
    Notifications
    Members were updated on notifications under various provisions of the TRIPS Agreement that the Council has received since its last meeting in March.
    The Chair of the Council, Emmanuelle Ivanov-Durand of France, said that the pace of notifications to the Council has increased in recent years, but they are still not keeping up with the actual development of laws and regulations relating to TRIPS. She emphasized that TRIPS Article 63.2 is not a “one-off” requirement but a core element of TRIPS transparency and a central part of the Council’s work. It obliges members to notify new or amended laws on TRIPS, including those recently adopted to address the COVID-19 pandemic.
    This requirement includes the notification of legislative changes to implement the special compulsory licensing system to export medicines covered by TRIPS Article 31bis. The notification of relevant laws and regulations can assist members in preparing for the potential use of the system. It would also help the WTO Secretariat in its efforts to provide informed technical support to members.   
    The Chair recalled that the e-TRIPS Submission System is available for members to easily notify their laws and to make other required submissions to the TRIPS Council. The platform also permits digital access, consultation and analysis of information through the e-TRIPS Gateway, an easy-to-use interface to search and display information related to the TRIPS Council.
    Members agreed to test the e-Agenda tool at the next TRIPS Council meeting on a trial, non-committal basis. Developed by the Secretariat and already in use across over 20 WTO bodies, the e-Agenda enhances transparency, organization and access to meeting documents and statements. The Chair stressed that implementation costs would be minimal, with a tailored prototype and training available. The trial aims to assess the practical value of the tool without altering established procedures.
    Non-violation and situation complaints
    Members repeated their well-known positions on the issue of non-violation and situation complaints (NVSCs) under the TRIPS Agreement. With less than a year to go to the 14th WTO Ministerial Conference (MC14), the Chair reminded members that it is a ministerial mandate for the Council to examine the scope and modalities for NVSCs, and that members should make serious efforts to do so.
    The Chair noted that members have not displayed much appetite for advancing substantive discussions in this area. If this situation persists in the coming months, it is difficult to foresee any outcome in this area at MC14 other than an extension of the moratorium or its expiry, she noted. She suggested that if discussion on this matter is going to be limited to choosing between these two options, members could decide in Geneva ahead of MC14.
    At the 13th Ministerial Conference (MC13) in Abu Dhabi in 2024, ministers adopted a Decision on TRIPS Non-Violation and Situation Complaints, instructing the TRIPS Council to continue reviewing the issue and submit recommendations to MC14. Until then, members agreed not to initiate such complaints under the TRIPS Agreement.
    The Decision on TRIPS Non-Violation and Situation Complaints concerns whether and how WTO members can bring disputes to the WTO alleging that an action or situation has nullified expected benefits under the TRIPS Agreement, even without a specific violation.
    Other issues
    WTO members continued talks on how to proceed on the long overdue review of the implementation of the TRIPS Agreement. Under Article 71.1, the TRIPS Council is required to conduct a review of the implementation of the Agreement after two years and at periodic intervals thereafter. However, the initial review in 1999 was never completed and no review has subsequently been initiated.
    The Chair recalled that members were able to propose last year a process for the first review, which ultimately could not be adopted. After holding informal consultations in May with the most active member on this issue to find a way forward, the Chair has concluded that the concerns that prevented the adoption of the proposal remain.
    Ms Ivanov-Durand noted that the mandate set out in TRIPS Article 71.1 is highly significant and encouraged delegations to keep working towards the initiation of the implementation review. A number of delegations expressed their willingness to continue discussions on this issue. The Chair expressed her availability to conduct further informal consultations once there is greater likelihood of members agreeing on how to make substantial progress.
    The Council did not agree on renewing the invitation to the European Free Trade Association (EFTA) to participate in the TRIPS Council as ad hoc observer. This invitation had been renewed on a meeting-to-meeting basis since 2012. A number of members said that the current list of observers is not balanced and asked the Council to reassess the situation with regards other international intergovernmental organizations whose requests have been pending for years. It was suggested that the Chair could address this issue in the technical meetings she is planning with members.
    The updated list of pending requests for observer status in the TRIPS Council by intergovernmental organizations is contained in document IP/C/W/52/Rev.14.
    The Chair said that there have been no new acceptances of the protocol amending the TRIPS Agreement since the last Council meeting. This means that, to date, the amended TRIPS Agreement applies to 141 members. Twenty-five members have yet to accept the Protocol. The current period for accepting the protocol runs until 31 December 2025.  
    Next meeting
    The next regular meeting of the TRIPS Council is scheduled for 10-11 November 2025.

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  • MIL-OSI Economics: Trade Policy Review: Norway

    Source: World Trade Organization

    The following documents are available:

    Secretariat report

    A detailed report written independently by the WTO Secretariat.

    Government report

    A policy statement by the government of the member under review.

    From the meeting

    The Secretariat and Government reports are discussed by the WTO’s full membership in the Trade Policy Review Body (TPRB).

    Background

    Trade Policy Reviews are an exercise, mandated in the WTO agreements, in which member countries’ trade and related policies are examined and evaluated at regular intervals. Significant developments that may have an impact on the global trading system are also monitored. All WTO members are subject to review, with the frequency of review depending on the country’s size.

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  • MIL-OSI USA: US Department of Labor awards nearly $84M in grants to expand Registered Apprenticeships

    Source: US Department of Labor

    WASHINGTON – The U.S. Department of Labor today announced the award of nearly $84 million in grants to 50 states and territories to increase the capacity of Registered Apprenticeship programs, representing an important step toward meeting the Administration’s goal of expanding the program to 1 million active apprentices.

    Since the beginning of the Trump Administration, over 134,000 new apprentices have registered across the nation. Today’s awards represent the base formula funding and competitive funding to states to increase their ability to serve, improve, and expand Registered Apprenticeship programs. This represents the third round of State Apprenticeship Expansion Formula funding the department has awarded. 

    This investment will further accelerate Registered Apprenticeship programs, incentivize the creation and ongoing success of programs, reduce barriers to entry for new employers and industries, foster innovation, and enhance overall transparency among Registered Apprenticeship stakeholders. 

    “Registered Apprenticeships are a vital tool for skills development, national economic competitiveness, business growth, and individual opportunity. They will become even more important as President Trump continues to create jobs in critical sectors like manufacturing and construction,” said U.S. Secretary of Labor Lori Chavez-DeRemer. “I am committed to providing states and territories with the resources needed to meet their unique economic demands. Together, we will achieve President Trump’s goal of 1 million new active apprentices.”

    State Apprenticeship Expansion Formula funding will support the implementation of several Presidential Executive Orders related to enhancing and expanding the National Apprenticeship system including, “Preparing Americans for High-Paying Skilled Trade Jobs of the Future,” Advancing Artificial Intelligence Education for American Youth,” “Restoring America’s Maritime Dominance,” and “Reinvigorating the Nuclear Industrial Base.”

    The funding advances the expansion of Registered Apprenticeships in both traditional and emerging industries, including technology, Artificial Intelligence, advanced manufacturing, supply chain, transportation, building trades, and construction. 

    The department awarded the following funding through the State Apprenticeship Expansion Formula grants:

    Recipient City State

    Amount

    Alaska Department of Labor and Workforce Development Juneau AK

    $423,872 

    Arizona Department of Economic Security Phoenix AZ

    $920,467 

    Arkansas Department of Commerce  Little Rock AR

    $780,950 

    Colorado Department of Labor and Employment Denver CO

    $856,474 

    Commonwealth of the Northern Mariana Islands Department of Labor Workforce Investment Agency Division Saipan MP

    $75,000 

    Delaware Department of Labor Wilmington DE

    $418,450 

    Georgia Technical College System Atlanta GA

    $1,100,109 

    Guam Department of Administration Tamuning GU

    $330,482 

    Hawaii Department of Labor and Industrial Relations Honolulu HI

    $556,981 

    Idaho Department of Labor Boise ID

    $485,605 

    Illinois Department of Commerce and Economic Opportunity Springfield IL

    $1,665,343 

    Indiana Department of Workforce Development Indianapolis IN

    $1,281,731 

    Iowa Workforce Development Des Moines IA

    $766,805 

    Kansas Department of Commerce Topeka KS

    $543,717 

    Kentucky Department of Workforce Development Frankfort KY

    $741,890 

    Louisiana Workforce Commission Baton Rouge LA

    $653,593 

    Maine Department of Labor Augusta ME

    $420,202 

    Maryland Department of Labor Baltimore MD

    $1,069,642 

    Massachusetts Executive Office of Labor and Workforce Development Boston MA

    $1,008,964 

    Michigan Department of Labor and Economic Opportunity Lansing MI

    $1,475,943 

    Minnesota Department of Labor and Industry Saint Paul MN

    $979,062 

    Mississippi Department of Employment Security Jackson MS

    $532,030 

    Missouri Department of Higher Education and Workforce Development Jefferson City MO

    $1,337,414 

    Montana Department of Labor and Industry Helena MT

    $447,029 

    Nebraska Department of Labor Lincoln NE

    $492,392 

    Nevada Office of the Labor Commissioner Las Vegas NV

    $695,737 

    New Hampshire Community College System Concord NH

    $482,658 

    New Jersey Department of Labor and Workforce Development Trenton NJ

    $1,118,059 

    New Mexico Workforce Solutions Department Albuquerque NM

    $506,824 

    New York Department of Labor Albany NY

    $1,920,269 

    North Carolina Community College System Office Raleigh NC

    $1,158,891 

    North Dakota Department of Public Instruction Bismarck ND

    $399,249 

    Ohio Department of Job and Family Services Columbus OH

    $1,640,376 

    Oklahoma Department of Career and Technology Education Stillwater OK

    $590,719 

    Oregon Higher Education Coordinating Commission Salem OR

    $864,103 

    Pennsylvania Department of Labor and Industry Harrisburg PA

    $1,417,575 

    Puerto Rico Department of Economic Development and Commerce San Juan PR

    $441,721 

    Rhode Island Department of Labor and Training Cranston RI

    $444,939 

    South Carolina Board for Technical and Comprehensive Education Columbia SC

    $771,633 

    South Dakota Department of Labor and Regulation Pierre SD

    $397,630 

    Tennessee Department of Labor and Workforce Development Nashville TN

    $939,312 

    Texas Workforce Commission Austin TX

    $2,817,802 

    Utah Department of Workforce Services Salt Lake City UT

    $629,467 

    Vermont Department of Labor Workforce Development Montpelier VT

    $395,708 

    Virgin Islands Department of Education St. Thomas VI

    $75,000 

    Virginia Department of Workforce Development and Advancement Richmond VA

    $1,129,005 

    Washington State Department of Labor and Industries Tumwater WA

    $1,355,532 

    West Virginia Department of Economic Development Charleston WV

    $515,521 

    Wisconsin Department of Workforce Development Madison WI

    $1,015,406 

    Wyoming Department of Workforce Services  Cheyenne WY

    $352,363 

    The department also awarded the following competitive State Apprenticeship Expansion Formula grants:

    Recipient

    City

    State

    Amount

    Georgia Technical College System Atlanta GA

    $5,000,000 

    Illinois Department of Commerce and Economic Opportunity Springfield IL

    $5,000,000 

    Indiana Department of Workforce Development Indianapolis IN

    $4,970,242 

    Maine Department of Labor Augusta ME

    $5,000,000 

    Massachusetts Executive Office of Labor and Workforce Development Boston MA

    $5,000,000 

    Montana Department of Labor and Industry Helena MT

    $4,000,000 

    Oregon Higher Education Coordinating Commission Salem OR

    $4,990,464 

    Rhode Island Department of Labor and Training Cranston RI

    $4,242,278 

    Tennessee Department of Labor and Workforce Development Nashville TN

    $5,000,000 

    MIL OSI USA News