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SBA Communications Corporation Reports First Quarter 2019 Results; Updates Full Year 2019 Outlook

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BOCA RATON, Fla.–(BUSINESS WIRE)–SBA Communications Corporation (Nasdaq: SBAC) (“SBA” or the “Company”)
today reported results for the quarter ended March 31, 2019.

Highlights of the first quarter include:

  • Strong leasing and services results
  • Net income of $26.0 million or $0.23 per share
  • AFFO per share growth of 14.6% over the year earlier period on a
    constant currency basis
  • Increased 2019 Outlook for Revenue, Adjusted EBITDA and AFFO

“We had a great start to 2019,” commented Jeffrey A. Stoops, President
and CEO. “Our customers rolled into the new year with the continued
strong levels of activity we saw in the second half of 2018, and that
level of activity continues. In the U.S., both our leasing and our
services results in the first quarter were ahead of expectations,
contributing to the increase in our full year Outlook. Internationally,
leasing activity remains strong as well, with changes in the
International Outlook driven entirely by foreign currency movements.
Against this favorable demand environment, we executed very well and
produced material growth in AFFO per share. We believe 2019 is shaping
up to be another strong year for SBA.”

Operating Results

The table below details select financial results for the three months
ended March 31, 2019 and comparisons to the prior year period.

             
 
% Change

excluding

Q1 2019 Q1 2018 $ Change % Change FX (1)
 
Consolidated ($ in millions, except per share amounts)
Site leasing revenue $ 452.1 $ 430.5 $ 21.6 5.0% 7.2%
Site development revenue 41.1 27.8 13.3 48.1% 48.1%
Tower cash flow (1) 362.9 339.0 23.9 7.0% 8.8%
Net income 26.0 31.5 (5.5) (17.5%) (5.1%)
Earnings per share – diluted 0.23 0.27 (0.04) (14.8%) 0.0%
Adjusted EBITDA (1) 345.6 318.8 26.8 8.4% 10.3%
AFFO (1) 236.1 218.4 17.7 8.1% 10.9%
AFFO per share (1) 2.07 1.85 0.22 11.9% 14.6%
(1)   See the reconciliations and other disclosures under “Non-GAAP
Financial Measures” later in this press release.

Total revenues in the first quarter of 2019 were $493.3 million compared
to $458.3 million in the year earlier period, an increase of 7.6%. Site
leasing revenue in the quarter of $452.1 million was comprised of
domestic site leasing revenue of $362.8 million and international site
leasing revenue of $89.3 million. Domestic cash site leasing revenue was
$361.2 million in the first quarter of 2019 compared to $338.7 million
in the year earlier period, an increase of 6.7%. International cash site
leasing revenue was $88.3 million in the first quarter of 2019 compared
to $86.4 million in the year earlier period, an increase of 2.2%, or
13.0% excluding the impact of changes in foreign currency exchange rates.

Site leasing operating profit was $359.5 million, an increase of 6.4%
over the year earlier period. Site leasing contributed 97.3% of the
Company’s total operating profit in the first quarter of 2019. Domestic
site leasing segment operating profit was $297.7 million, an increase of
7.6% over the year earlier period. International site leasing segment
operating profit was $61.7 million, an increase of 1.2% over the year
earlier period.

Tower Cash Flow for the first quarter of 2019 of $362.9 million was
comprised of Domestic Tower Cash Flow of $301.8 million and
International Tower Cash Flow of $61.1 million. Domestic Tower Cash Flow
for the quarter increased 7.8% over the prior year period and
International Tower Cash Flow increased 3.4% over the prior year period.
Tower Cash Flow Margin was 80.7% for the first quarter of 2019, as
compared to 79.8% for the year earlier period.

During the first quarter of 2019, the Company received a partial
recovery of pre-petition obligations owed to the Company from Oi, S.A.
(“Oi”) in accordance with the reorganization plan approved by the
Brazilian courts. Net of costs incurred in connection with the Oi
bankruptcy process, the Company recovered $2.3 million in the quarter
(the “Oi recovery”). The Oi recovery resulted in a partial reversal of
the Company’s allowance for doubtful accounts which was recorded as an
offset to bad debt expense within Selling, general and administrative
expenses. Any future recoveries will be recorded in a similar manner in
the period in which payment is received.

Adjusted EBITDA for the quarter was $345.6 million, which includes the
$2.3 million Oi recovery, an 8.4% increase over the prior year period.
Adjusted EBITDA Margin was 70.4% in the first quarter of 2019 compared
to 70.4% in the first quarter of 2018.

Net Cash Interest Expense was $96.9 million in the first quarter of 2019
compared to $87.6 million in the first quarter of 2018, an increase of
10.6%.

Net income for the first quarter of 2019 was $26.0 million, or $0.23 per
share, and included a $2.1 million loss, net of taxes, on the currency
related remeasurement of U.S. dollar denominated intercompany loans with
a Brazilian subsidiary, while net income for the first quarter of 2018
was $31.5 million, or $0.27 per share, and included a $1.6 million gain
on the currency related remeasurement of U.S. dollar denominated
intercompany loans with a Brazilian subsidiary.

AFFO for the quarter was $236.1 million, which includes the $2.3 million
Oi recovery, an 8.1% increase over the prior year period. AFFO per share
for the first quarter of 2019 was $2.07, an 11.9% increase over the
prior year period.

Investing Activities

During the first quarter of 2019, SBA purchased 54 communication sites
for total cash consideration of $36.1 million. SBA also built 72 towers
during the first quarter of 2019. As of March 31, 2019, SBA owned or
operated 29,687 communication sites, 16,289 of which are located in the
United States and its territories, and 13,398 of which are located
internationally. In addition, the Company spent $15.4 million to
purchase land and easements and to extend lease terms. Total cash
capital expenditures for the first quarter of 2019 were $91.7 million,
consisting of $7.2 million of non-discretionary cash capital
expenditures (tower maintenance and general corporate) and $84.5 million
of discretionary cash capital expenditures (new tower builds, tower
augmentations, acquisitions, and purchasing land and easements).

The Company has agreed to purchase and anticipates closing on 256
additional communication sites for an aggregate amount of $123.9
million. The Company anticipates that the majority of these acquisitions
will be consummated by the end of the third quarter of 2019.

Financing Activities and Liquidity

SBA ended the first quarter of 2019 with $9.8 billion of total debt,
$7.2 billion of total secured debt, $142.0 million of cash and cash
equivalents, short-term restricted cash, and short-term investments, and
$9.7 billion of Net Debt. SBA’s Net Debt and Net Secured Debt to
Annualized Adjusted EBITDA Leverage Ratios were 7.0x and 5.1x,
respectively.

As of the date of this press release, the Company had $50.0 million
outstanding under the $1.25 billion Revolving Credit Facility.

The Company did not repurchase any shares of its Class A common stock
during the first quarter. As of the date of this press release, the
Company has $204.5 million of authorization remaining under the stock
repurchase plan authorized on February 16, 2018.

Outlook

The Company is updating its full year 2019 Outlook for anticipated
results. The Outlook provided is based on a number of assumptions that
the Company believes are reasonable at the time of this press release.
Information regarding potential risks that could cause the actual
results to differ from these forward-looking statements is set forth
below and in the Company’s filings with the Securities and Exchange
Commission.

The Company’s full year 2019 Outlook assumes the acquisitions of only
those communication sites under contract and anticipated to close at the
time of this press release. The Company may spend additional capital in
2019 on acquiring revenue producing assets not yet identified or under
contract, the impact of which is not reflected in the 2019 guidance. The
Outlook also does not contemplate any repurchases of the Company’s stock
during 2019. The Outlook contemplates one new financing during the third
quarter of 2019 to refinance the Company’s 2014-1C Tower Securities. The
assumed interest rate of this new financing is 4.25%. There are no
additional new financings contemplated in our 2019 Outlook.

The Company’s Outlook assumes an average foreign currency exchange rate
of 3.90 Brazilian Reais to 1.0 U.S. Dollar and 1.33 Canadian Dollars to
1.0 U.S. Dollar throughout the last three quarters of 2019. When
compared to the Company’s initial full year 2019 Outlook provided
February 21, 2019, the variances in the actual first quarter foreign
currency exchange rates versus the Company’s assumptions, and the
changes in the Company’s foreign currency rate assumptions for the
remainder of the year negatively impacted the full year 2019 Outlook by
approximately $4.5 million for Site Lease Revenue, $3.0 million for
Tower Cash Flow, and $2.7 million for Adjusted EBITDA and AFFO.

     
 
(in millions, except per share amounts) Full Year 2019
 
Site leasing revenue (1) $ 1,823.0 to $ 1,843.0
Site development revenue $ 120.0 to $ 140.0
Total revenues $ 1,943.0 to $ 1,983.0
Tower Cash Flow (2) $ 1,467.0 to $ 1,487.0
Adjusted EBITDA (2) $ 1,379.0 to $ 1,399.0
Net cash interest expense (3) $ 381.0 to $ 391.0
Non-discretionary cash capital expenditures (4) $ 31.0 to $ 41.0
AFFO (2) $ 922.0 to $ 973.0
AFFO per share (2) (5) $ 8.02 to $ 8.47
Discretionary cash capital expenditures (6) $ 325.0 to $ 345.0
(1)   The Company’s Outlook for site leasing revenue includes revenue
associated with pass through reimbursable expenses.
(2) See the reconciliation of this non-GAAP financial measure presented
below under “Non-GAAP Financial Measures.”
(3) Net cash interest expense is defined as interest expense less
interest income. Net cash interest expense does not include
amortization of deferred financing fees or non-cash interest expense.
(4) Consists of tower maintenance and general corporate capital
expenditures.
(5) Outlook for AFFO per share is calculated by dividing the Company’s
outlook for AFFO by an assumed weighted average number of diluted
common shares of 114.9 million. Our Outlook does not include the
impact of any potential future repurchases of the Company’s stock
during 2019.
(6) Consists of new tower builds, tower augmentations, communication
site acquisitions and ground lease purchases. Does not include
expenditures for acquisitions of revenue producing assets not under
contract at the date of this press release.

Conference Call Information

SBA Communications Corporation will host a conference call on Monday,
April 29, 2019 at 5:00 PM (EST) to discuss the quarterly results. The
call may be accessed as follows:

When: Monday,  

April 29, 2019 at 5:00 PM (EDT)

Dial-in Number: (800) 230-1085
Conference Name: SBA first quarter results
Replay Available: April 29, 2019 at 8:00 PM to May 13, 2019 at 11:59 PM (TZ: Eastern)
Replay Number: (800) 475-6701
Access Code: 465875
Internet Access:

www.sbasite.com

Information Concerning Forward-Looking Statements

This press release and our earnings call include forward-looking
statements, including statements regarding the Company’s expectations or
beliefs regarding (i) customer demand and its ability to capture demand,
(ii) the Company’s portfolio growth goals, its strategy with respect to
portfolio growth and opportunities throughout its domestic and
international markets, (iii) capital allocation and the Company’s target
net debt leverage range, (iv) the Company’s financial and operational
guidance for the full year 2019, the assumptions it made and the drivers
contributing to the increase in its full year guidance, (v) the timing
of closing for currently pending acquisitions, (vi) additional capital
spending in 2019 and the Company’s capital allocation mix, including
allocating capital to both share repurchases and portfolio growth, (vii)
its belief that 2019 will be a strong year for the Company, (viii)
financing of indebtedness in 2019, and (ix) foreign exchange rates and
their impact on the Company’s financial and operational guidance.

The Company wishes to caution readers that these forward-looking
statements may be affected by the risks and uncertainties in the
Company’s business as well as other important factors may have affected
and could in the future affect the Company’s actual results and could
cause the Company’s actual results for subsequent periods to differ
materially from those expressed in any forward-looking statement made by
or on behalf of the Company. With respect to the Company’s expectations
regarding all of these statements, including its financial and
operational guidance, such risk factors include, but are not limited to:
(1) the ability and willingness of wireless service providers to
maintain or increase their capital expenditures; (2) the Company’s
ability to identify and acquire sites at prices and upon terms that will
provide accretive portfolio growth; (3) the Company’s ability to
accurately identify and manage any risks associated with its acquired
sites, to effectively integrate such sites into its business and to
achieve the anticipated financial results; (4) the Company’s ability to
secure and retain as many site leasing tenants as planned at anticipated
lease rates; (5) the impact of continued consolidation among wireless
service providers, including the impact of the potential T-Mobile and
Sprint merger, on the Company’s leasing revenue; (6) the Company’s
ability to successfully manage the risks associated with international
operations, including risks associated with foreign currency exchange
rates; (7) the Company’s ability to secure and deliver anticipated
services business at contemplated margins; (8) the Company’s ability to
maintain expenses and cash capital expenditures at appropriate levels
for its business while seeking to attain its investment goals; (9) the
Company’s ability to acquire land underneath towers on terms that are
accretive; (10) the economic climate for the wireless communications
industry in general and the wireless communications infrastructure
providers in particular in the United States, Brazil, and
internationally; (11) the Company’s ability to obtain future financing
at commercially reasonable rates or at all; (12) the ability of the
Company to achieve its long-term stock repurchases strategy, which will
depend, among other things, on the trading price of the Company’s common
stock, which may be positively or negatively impacted by the repurchase
program, market and business conditions; (13) the Company’s ability to
achieve the new builds targets included in its anticipated annual
portfolio growth goals, which will depend, among other things, on
obtaining zoning and regulatory approvals, weather, availability of
labor and supplies and other factors beyond the Company’s control that
could affect the Company’s ability to build additional towers in 2019;
and (14) the Company’s ability to meet its total portfolio growth, which
will depend, in addition to the new build risks, on the availability of
sufficient towers for sale to meet our targets, competition from third
parties for such acquisitions and our ability to negotiate the terms of,
and acquire, these potential tower portfolios on terms that meet our
internal return criteria. With respect to its expectations regarding the
ability to close pending acquisitions, these factors also include
satisfactorily completing due diligence, the amount and quality of due
diligence that the Company is able to complete prior to closing of any
acquisition and its ability to accurately anticipate the future
performance of the acquired towers, the ability to receive required
regulatory approval, the ability and willingness of each party to
fulfill their respective closing conditions and their contractual
obligations and the availability of cash on hand or borrowing capacity
under the Revolving Credit Facility to fund the consideration. With
respect to the repurchases under the Company’s stock repurchase program,
the amount of shares repurchased, if any, and the timing of such
repurchases will depend on, among other things, the trading price of the
Company’s common stock, which may be positively or negatively impacted
by the repurchase program, market and business conditions, the
availability of stock, the Company’s financial performance or
determinations following the date of this announcement in order to use
the Company’s funds for other purposes. Furthermore, the Company’s
forward-looking statements and its 2019 outlook assumes that the Company
continues to qualify for treatment as a REIT for U.S. federal income tax
purposes and that the Company’s business is currently operated in a
manner that complies with the REIT rules and that it will be able to
continue to comply with and conduct its business in accordance with such
rules. In addition, these forward-looking statements and the information
in this press release is qualified in its entirety by cautionary
statements and risk factor disclosures contained in the Company’s
Securities and Exchange Commission filings, including the Company’s
Annual Report on Form 10-K filed with the Commission on February 28,
2019.

This press release contains non-GAAP financial measures. Reconciliation
of each of these non-GAAP financial measures and the other Regulation G
information is presented below under “Non-GAAP Financial Measures.”

This press release will be available on our website at www.sbasite.com.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading
owner and operator of wireless communications infrastructure in North,
Central, and South America. By “Building Better Wireless,” SBA generates
revenue from two primary businesses – site leasing and site development
services. The primary focus of the Company is the leasing of antenna
space on its multi-tenant communication sites to a variety of wireless
service providers under long-term lease contracts. For more information
please visit: www.sbasite.com.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
   
For the three months
ended March 31,
2019 2018
Revenues: (unaudited) (unaudited)
Site leasing $ 452,183 $ 430,542
Site development   41,110   27,760
Total revenues   493,293   458,302
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing 92,714 92,817
Cost of site development 31,101 22,520
Selling, general, and administrative (1)(2) 50,959 36,049
Acquisition and new business initiatives related adjustments and
expenses
2,437 3,044
Asset impairment and decommission costs 5,771 8,506
Depreciation, accretion, and amortization   171,038   165,398
Total operating expenses   354,020   328,334
Operating income   139,273   129,968
Other income (expense):
Interest income 1,800 1,295
Interest expense (98,667) (88,923)
Non-cash interest expense (641) (733)
Amortization of deferred financing fees (5,061) (5,388)
Loss from extinguishment of debt, net (645)
Other income (expense), net   (508)   4,553
Total other expense, net   (103,077)   (89,841)
Income before income taxes 36,196 40,127
Provision for income taxes   (10,207)   (8,582)
Net income $ 25,989 $ 31,545
Net income per common share
Basic $ 0.23 $ 0.27
Diluted $ 0.23 $ 0.27
Weighted average number of common shares
Basic   112,708   116,494
Diluted   114,344   118,293
(1)   Includes non-cash compensation of $22,605 and $9,893 for the three
months ended March 31, 2019 and 2018, respectively.
(2) Includes the impact of the recovery of the $2.3 million Oi reserve
for the three months ended March 31, 2019.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
   
March 31, December 31,
2019 2018
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 117,613 $ 143,444
Restricted cash 23,883 32,464
Accounts receivable, net 113,017 111,035
Costs and estimated earnings in excess of billings on uncompleted
contracts
23,482 23,785
Prepaid expenses and other current assets (1)   22,574   63,126
Total current assets 300,569 373,854
Property and equipment, net (1) 2,761,325 2,786,355
Intangible assets, net 3,258,952 3,331,465
Right-of-use assets, net (1) 2,552,304
Other assets (1)   439,609   722,033
Total assets $ 9,312,759 $ 7,213,707
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable $ 34,545 $ 34,308
Accrued expenses 53,534 63,665
Current maturities of long-term debt 942,442 941,728
Deferred revenue 98,970 108,054
Accrued interest 35,059 48,722
Current lease liabilities (1) 228,776
Other current liabilities (1)   11,328   9,802
Total current liabilities 1,404,654 1,206,279
Long-term liabilities:
Long-term debt, net 8,780,606 8,996,825
Long-term lease liabilities (1) 2,282,803
Other long-term liabilities (1)   147,477   387,426
Total long-term liabilities 11,210,886 9,384,251
Shareholders’ deficit:
Prefer. stock-par value $.01, 30,000 shares authorized, no shares
issued or outst.
Common stock – Class A, par value $.01, 400,000 shares authorized,
113,205
shares and 112,433 shares issued and outstanding at March 31, 2019
and December 31, 2018, respectively 1,132 1,124
Additional paid-in capital 2,359,195 2,270,326
Accumulated deficit (5,131,347) (5,136,368)
Accumulated other comprehensive loss   (531,761)   (511,905)
Total shareholders’ deficit   (3,302,781)   (3,376,823)
Total liabilities and shareholders’ deficit $ 9,312,759 $ 7,213,707
(1)   On January 1, 2019, the Company adopted ASU 2016-02 which requires
lessees to recognize a right-of-use asset and a lease liability.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited) (in thousands)
 
For the three months
ended March 31,
2019   2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,989 $ 31,545
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, accretion, and amortization 171,038 165,398
Non-cash asset impairment and decommission costs 5,451 8,446
Non-cash compensation expense 23,414 10,410
Deferred income tax (benefit) expense 3,470 2,277
Other non-cash items reflected in the Statements of Operations 4,647 2,784
Changes in operating assets and liabilities, net of acquisitions:
AR and costs and est. earnings in excess of billings on uncompleted
contracts, net
1,931 (5,198)
Prepaid expenses and other assets (130) (9,277)
Operating lease right-of-use assets, net 24,116
Accounts payable and accrued expenses (5,050) (14,336)
Accrued interest (13,663) (15,137)
Long-term lease liabilities (19,652)
Other liabilities   776 1,665
Net cash provided by operating activities   222,337 178,577
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (55,287) (117,622)
Capital expenditures (36,374) (31,096)
Other investing activities   6,685 (2,879)
Net cash used in investing activities   (84,976) (151,597)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under Revolving Credit Facility (215,000) 195,000
Repayment of Tower Securities (755,000)
Proceeds from issuance of Tower Securities, net of fees 631,848
Repurchase and retirement of common stock (38,545)
Proceeds from employee stock purchase/stock option plans 63,475 6,901
Other financing activities   (6,522)   (6,155)
Net cash (used in) provided by financing activities   (158,047)   34,049
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash
(13,743) (504)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (34,429) 60,525
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period   178,300   104,295
End of period $ 143,871 $ 164,820

Contacts

Mark DeRussy, CFA
Capital Markets
561-226-9531

Lynne Hopkins
Media Relations
561-226-9431

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Cannabis

Cannabis Capsule Global Analysis Report 2024: Market to Reach $79.2 Billion in 2028 – Forecast to 2033 Featuring GW Pharmaceuticals, Trulieve Cannabis, Green Thumb Industries, Tilray, Columbia Care

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Innocan

Innocan Pharma Initiates FDA Approval Process for Liposome Injection Therapy for Chronic Pain

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innocan-pharma-initiates-fda-approval-process-for-liposome-injection-therapy-for-chronic-pain

With its submission of a Pre-IND Meeting Request Letter, Innocan initiates the regulatory process with the U.S. Food and Drug Administration (FDA) for the approval of its prolonged CBD release technology for human use

HERZLIYA, Israel and CALGARY, AB, April 22, 2024 /PRNewswire/ — Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) (“Innocan” or the “Company”), is pleased to announce that is has reached a key milestone: the Company submitted its letter of application for a Pre-IND meeting, the first phase in the FDA approval process in the United States for Innocan’s Liposome-Cannabidiol (LPT-CBD) injectable treatment of chronic pain.

With the global market for pain therapeutics widely expected to exceed US$100 billion by 2032[1], LPT therapy which requires only one single monthly subcutaneous injection, is positioned as a highly attractive alternative to opioid-based approaches. Opioids have and continue to take a significant human toll in recent years, with more than three-quarters of drug overdose deaths in the United States involving opioids, according to the United States Center for Disease Control and Prevention[2].

Innocan’s therapy has shown consistent efficacy in multiple pre-clinical trials in recent years of it’s LPT-CBD injectable treatment through prolonged and controlled release of CBD in animals with chronic pain conditions. Innocan’s Pre-IND Meeting Request Letter to the FDA is a key milestone and important first step in seeking approval of its LPT-CBD therapy for use in humans. At the Pre-IND meeting, the objective will be to obtain guidance from the FDA on the preclinical and clinical development plan, enabling the initiation of an Investigational New Drug (IND) program in the United States.

Iris Bincovich, CEO of Innocan, commented: “We are extremely excited to embark on this next stage in the development of LPT-CBD injectables, this is a major Milestone for Innocan Pharma. We have invested significant effort and many thousands of person-hours in its research and development, accumulating a wealth of preclinical data that will serve as the foundation for our participation in the FDA process. This is a key milestone for Innocan and marks our first step towards the FDA’s recognition of our technology. We see significant potential for our therapy, with an addressable market for pain management therapeutics expected to exceed US $100 billion by 2032, and we look forward to tapping that.

Dr. Joseph Pergolizzi, Innocan’s FDA Advisory Board Member, added:

“We have worked hard to catalogue the data collected as part of our animal LPT therapy testing program and prepare it for the FDA. We look forward to working under FDA guidance, with the goal of completing the review process as quickly and efficiently as possible. We believe that Innocan’s unique treatment method, if and when it should become FDA-approved has the potential of being a highly valuable non-opioid addition in the medical arsenal of the management of chronic pain.”

About Innocan

Innocan is a pharmaceutical tech company that operates under two main segments: Pharmaceuticals and Consumer Wellness. In the Pharmaceuticals segment, Innocan focuses on developing innovative drug delivery platform technologies based on advanced cannabinoids science, to treat various conditions to improve patients’ quality of life. This segment involves two drug delivery technologies: (i) LPT CBD- loaded liposome platform facilitating exact dosing and the prolonged and controlled release of CBD into the blood stream. The LPT delivery platform research is in the preclinical trial phase for: Pain Management. In the Consumer Wellness segment, Innocan develops and markets a wide portfolio of innovative and high-performance self-care products to promote a healthier lifestyle. Under this segment, Innocan has established a joint venture by the name of BI Sky Global Ltd. that focuses on advanced targeted online sales. https://innocanpharma.com/

For further information, please contact:

For Innocan Pharma Corporation:
Iris Bincovich, CEO

+1-516-210-4025

+972-54-3012842

+442037699377
[email protected]

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary note regarding forward-looking information

Certain information set forth in this news release, including, without limitation, information regarding research and development, collaborations, the filing of potential applications with the FDA and other regulatory authorities, the potential achievement of future regulatory milestones, the potential for treatment of conditions and other therapeutic effects resulting from research activities and/or the Company’s products, requisite regulatory approvals and the timing for market entry, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Innocan’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Innocan, including expectations and assumptions concerning the anticipated benefits of the products, satisfaction of regulatory requirements in various jurisdictions and satisfactory completion of requisite production and distribution arrangements.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: general global and local (national) economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including import / export matters and the failure to obtain any required regulatory and other approvals (or to do so in a timely manner) and availability in each market of product inputs and finished products. The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of launch of product distribution. A comprehensive discussion of other risks that impact Innocan can also be found in Innocan’s public reports and filings which are available under Innocan’s profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Innocan does not undertake to update, correct or revise any forward looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

[1] https://www.gminsights.com/industry-analysis/pain-management-drugs-market

[2] https://www.cdc.gov/opioids/data/index.html

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Curaleaf

Curaleaf Completes Acquisition of Northern Green Canada

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Bolsters Company’s Advantage in Several Key Emerging Markets, including Australia, New Zealand, Germany, Poland and the United Kingdom

NEW YORK, April 22, 2024 /PRNewswire/ — Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer cannabis products, announced today the closing of its acquisition of Northern Green Canada (“NGC”), a vertically integrated Canadian licensed cannabis producer focused primarily on expanding in the international market through its EU-GMP certification. The accretive acquisition amplifies the Company’s strategic advantage in established European markets including Germany, Poland and the United Kingdom and provides a foothold in the emerging markets of Australia and New Zealand.

Integrating NGC’s international operation will equip Curaleaf with a secure and consistent high quality, non-irradiated, indoor EU-GMP flower supply, essential to maintaining its leading positions in Germany, the United Kingdom and Poland.

“We are thrilled to welcome NGC formally to the Curaleaf family of global brands,” said Boris Jordan, Founder and Executive Chairman of Curaleaf. “This is an incredibly important deal for our international expansion strategy, as we’ll be able to bolster our supply of high quality EU-GMP certified flower immediately to key European markets as well as enter the fast-growing markets of Australia and New Zealand.”

The global cannabis market is projected to generate $55 billion in sales by 2027. Emerging markets beyond the United States and Canada, including Germany, Australia and New Zealand are expected to contribute $6.3 billion of the $55 billion projection.

Terms of the acquisition of NGC include an initial payment at closing of the Company’s Subordinate Voting Shares valued at approximately US $16 million, subject to a typical post-closing adjustment. An earnout may also be paid in 2025 based upon 2024 performance of NGC’s operations, up to 50% of which will be cash and the rest paid in additional Subordinate Voting Shares. The issuance of Subordinate Voting Shares in connection with the acquisition of NGC has been conditionally approved by the Toronto Stock Exchange, subject to fulfilling customary listing conditions.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf”) is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, JAMS, Find and Zero Proof provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected benefits of the acquisition of NGC, and the Company’s planned expansion on internal markets, the Company’s anticipated strategic advantages in European markets and emerging markets, the integration of NGC’s internal operations, the anticipated global cannabis market, and the listing of shares issuable in connection with the acquisition on the Toronto Stock Exchange. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matters described in this new release, including the Company’s ability to successfully realize the expected benefits of the acquisition, and the Company’s ability to fulfil the listing conditions imposed by the Toronto Stock Exchange. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the failure to realize the expected benefits of the acquisition, or the Company’s failure to fulfil the listing conditions imposed by the Toronto Stock Exchange. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s latest annual information form filed on March 6, 2024, which is available under the Company’s SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
[email protected]

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