Millennium Investment & Acquisition Co. Inc. (ticker: MILC)
(“MILC” or the “Company”) today is providing a corporate update
including the establishment of its greenhouse cannabis cultivation
division, Millennium Cannabis (“MillCann”).
Currently, MILC has invested in operating
companies with two areas of focus:
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1 |
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Sustainable cultivation of
Cannabis in Greenhouses through Millennium Cannabis |
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2 |
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Sustainable production of
Activated Carbon through Millennium Carbon |
Millennium Cannabis
MillCann has identified greenhouse cultivation
as the sustainable method for growing cannabis in a cost-effective
manner with a lower carbon footprint than indoor cultivation.
Historically, cannabis in the United States has been grown indoors
and this trend has continued even as various States have
implemented legalization. MillCann believes that its strategy of
focusing on greenhouse cultivation represents a competitive
advantage. Greenhouses cost less to construct and less to operate
than indoor cultivation facilities and as such, we believe MillCann
can compete favorably with this approach.
The cannabis industry is experiencing rapidly
growing demand amid the tailwind of increasing legalization at the
State level. The inefficient availability of capital in the
cannabis industry given the illegal status at the federal level
presents an opportunity for MillCann as it has efficient access to
capital through its strategic affiliation with Power REIT
(NYSE-American ticker: PW and PW.A) which is focused on financing
the real estate component of controlled environment agriculture
(CEA) facilities in the form of greenhouses. As a result, MillCann
is able to establish operations efficiently as it has done with its
first two transactions.
To date, MillCann has commenced operations in
Walsenburg, Colorado and Vinita, Oklahoma and is actively pursuing
further expansion of its activities related to the sustainable
cultivation of cannabis. As part of establishing these two
operations, MillCann has rapidly put together an experienced team
of greenhouse cannabis cultivation experts. The team is led by
Jared Schrader who has significant experience consulting for
financial institutions including private and public banks, hedge
funds, and REITs. In this role he developed operational strategies
and software, performed due diligence of asset purchases, monitored
performance of portfolios and handled sales through
securitizations. Within the Cannabis industry, Mr. Schrader has a
solid track record growing revenue at a southern Colorado
cultivation facility from $150,000 annually to over $150,000 weekly
(i.e. > $8 million annually) across the span of two years.
Walsenburg, Colorado
On May 24, 2021, MILC announced that it entered
into a transaction that represents a new area of focus MILC related
to sustainable Cannabis cultivation in greenhouses by investing in
a newly formed cannabis operator, Walsenburg Cannabis LLC (“WC”).
MILC’s total capital commitment to the project is $750,000. As part
of the transaction, MILC agreed to lend capital to WC for its
business operations and MILC is in the process of obtaining
regulatory approvals for holding cannabis licenses in Colorado.
Upon receiving regulatory approval, it is contemplated that MILC
will become the majority owner of WC in the form of a 77.5%
preferred equity ownership stake.
Simultaneous with MILC’s investment, WC entered
into a long-term lease (the “Lease”) of a 22.2 acre property (the
“WC Property”) in Walsenburg, Colorado with Power REIT. The
Property has substantial existing improvements including existing
greenhouse and processing space. As part of the Lease, Power REIT,
has agreed to fund the rehabilitation of the existing improvements
and the construction of additional greenhouse space. Upon
completion, which is targeted for this fall, the WC Property will
have a total of approximately 102,800 square feet of greenhouse and
related space.
The Walsenburg cannabis campus was a distressed
acquisition of a facility that had ceased operations. MILC believes
that it was acquired at an attractive basis relative to the
in-place improvements which provide an attractive opportunity to
immediately commercialize the facility for cannabis cultivation.
MILC believes that this property has significant potential to
become a large-scale, low-cost producer of high-quality cannabis to
compete effectively in the Colorado market.
The campus is subdivided into five parcels which
allows for a significant availability of plant count based on how
the Colorado Marijuana licensing works. We currently anticipate an
11,500 plant count per cultivation and we are targeting four crop
cycles in Walsenburg. We intends to seek to increase the allowable
plant count as Colorado licensing permits. It is possible that we
will be able to increase the plant count during 2022.
Vinita, OK
On June 11, 2021, MILC announced that it has
agreed to invest in a newly formed cannabis operator - VinCann LLC
(“VC”). As part of the transaction, MILC agreed to invest $750,000
in the form of a controlling preferred equity interest whereby MILC
receives a full return of its invested capital plus a preferred
return of 12.5% after which MILC has a 77.5% ownership stake. The
remaining subordinated ownership is held by the management team of
VC.
Simultaneous with MILC’s investment, VC entered
into a 20-year lease for a 9.35 acre property in Vinita, Oklahoma
with approximately 40,000 square feet of greenhouse, 3,000 square
feet of office space, and 100,000 square feet of fully fenced
outdoor growing area with 20,000+ square feet of hoop structures
that have been purchased by Power REIT.
The Vinita facility was a distressed acquisition
purchased from an undercapitalized operator. Strong in-place
infrastructure and the operational status upon acquisition allows
for rapid speed to revenue. MILC believes that it was acquired at
an attractive basis relative to the in-place improvements which
provide an attractive opportunity to immediately commercialize the
facility for cannabis cultivation. MILC believes that this property
has significant potential to become a large-scale, low-cost
producer of high-quality cannabis to compete effectively in the
Oklahoma market. The targeted total plant count cultivation in 2022
for the greenhouse and outdoor, respectively, are 26,000 and 50,000
per year.
The following is a summary of the 2022
(stabilized) pro forma potential project level performance for the
MillCann projects:
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Sales |
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Cultivation |
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Power REIT |
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Plant |
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Harvests |
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Pounds |
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Price |
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Cost |
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Total |
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Rent |
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Plants |
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Yield(Pounds) |
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Total(Pounds) |
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Per Year |
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Per Year |
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(per Pound) |
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TotalRevenue |
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(per Pound) |
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CultivationCost |
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(Cash Basis) |
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AnnualProfit |
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Vinita, OK (outdoor) |
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25,000 |
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0.12 |
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3,000 |
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2 |
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6,000 |
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$ |
750 |
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$ |
4,500,000 |
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$ |
250 |
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$ |
1,500,000 |
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400,000 |
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$ |
2,600,000 |
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Vinita, OK (greenhouse) |
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6,500 |
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0.18 |
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1,170 |
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4 |
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4,680 |
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950 |
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4,446,000 |
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400 |
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1,872,000 |
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786,000 |
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1,788,000 |
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Walsenburg, CO
(greenhouse) |
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11,500 |
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0.12 |
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1,380 |
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4 |
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5,520 |
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1,000 |
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5,520,000 |
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425 |
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2,346,000 |
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1,350,000 |
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1,824,000 |
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16,200 |
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$ |
14,466,000 |
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$ |
5,718,000 |
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$ |
2,536,000 |
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$ |
6,212,000 |
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Note: The above is intended to provide a
high-level indication of potential income from the MillCann
projects located in Oklahoma and Colorado. There can be no
assurance as to what the actual performance will be.
David Lesser, MILC’s Chairman and CEO,
commented, “We are excited to provide an update regarding
our new area of focus – sustainable cannabis cultivation in
greenhouses. We are also proud of the rapid progress we are making
at each site as well as the teams we are building. We are very
focused on building teams that draw from the broader business
community and people with a focus on greenhouse cultivation rather
than just drawing from the cannabis industry. We are on track to
report initial revenue from these activities in the fourth quarter
of 2021. We expect to ramp up significantly in 2020 as we seek to
generate significant operating income from these operations.”
Jared Schrader, Millennium Cannabis’
President, commented, “The cannabis industry is growing at
an incredible rate and our approach which is focused on low-cost
and sustainable cultivation in greenhouses is paramount to a
long-term and viable business model. Both of our current projects
in Colorado and Oklahoma benefit from the potential for rapid speed
to revenue. We are focused on bringing best in class, large-scale
mainstream agricultural cultivation techniques to the cannabis
industry. We are thankful to have best in class industry experts at
Millennium Cannabis and are looking forward to growing the team as
we take on more projects in more states.”
Millennium Carbon
Hawaii
In May, 2015, MILC acquired an activated carbon
plant (the “MHC Plant”) out of bankruptcy at a steep discount to
the original investment.
The MHC plant is intended to process a waste
stream of macadamia nut shells into a special form of premium-grade
activated carbon, which, due to its large surface area and complex
network of pores, provides benefits in a variety of chemical
processes including filtration, purification and energy storage. In
particular, the activated carbon expected to be produced by the
Plant was targeted for manufacturing electrical double-layer
capacitors, which are commonly referred to as Ultracapacitors or
Supercapacitors, an advanced energy storage alternative to
traditional batteries. Ultracapacitors are found in a diverse array
of electronic equipment from daily usage engine starting, hybrid
and electric vehicles to windmills.
MHC successfully restored all production
equipment and necessary support systems to operation and completed
31 trial run campaigns that produced over 60 tons of activated
carbon. The process was iterative where MHC operated the plant for
a couple of days to produce Activated Carbon and then performs
laboratory testing. MHC produced some very high-grade material that
would be attractive to ultracapacitor manufacturers. Unfortunately,
MHC has also experienced significant variations in the quality of
the material produced.
During the first half of 2019, MHC concluded
that the existing carbonization reactor intended to remove volatile
material and produce char was the culprit causing the inconsistent
results. In evaluating alternatives, MHC concluded that it had
identified a novel and potentially better approach to producing
Activated Carbon. Based on this, MILC has made efforts to minimize
overhead and cash drain at MHC while it evaluates alternatives for
the project which may include repurposing the plant for other uses
or a potential sale.
Kentucky
As described above, in evaluating operational
issues at MHC, MILC identified a novel approach to producing
Activated Carbon and determined to construct a pilot-plant as a
proof of concept. This project is located in Kentucky and the
initial feedstock is a waste stream that is available in large
quantities from bourbon distilleries which is a large industry in
Kentucky and which represents a significant waste problem that is
impacting the industry. To build the pilot plant, MILC, through its
wholly owned subsidiary, Millennium Carbon LLC (“MC”) purchased
several used pieces of equipment at a fraction of the cost of new
equipment in order to construct a plant capable of establishing the
viability of the process beyond a “lab-scale” demonstration. To
date, MC has operated this pilot plant and believes that the
concept is valid and can be scaled to a commercial operation. MC is
currently formulating a plan for a commercial scale Activated
Carbon plant based on the experience with the pilot plant.
David Lesser, MILC’s Chairman and CEO,
commented, “While we are disappointed with the status of
the Hawaii endeavor, we believe that the experience has led to what
could be an extremely exciting opportunity to develop a sustainable
approach to the production of activated carbon from waste
materials. Typical production of activated carbon has a very high
carbon footprint whereas we believe our model should have a
negative carbon footprint. We look forward to continuing to develop
this novel concept which should have applications beyond our
initial waste stream feedstock.”
SMC Global
As previously announced, MILC has now completed
the liquidation of its investment in SMC Global which represented
its sole investment in securities.
Updated Investor Deck
MILC has posted an updated investor deck which is available on
our website: http://www.millinvestment.com/
Deregistration as a 1940 Act Company
On October 14, 2020, shareholders approved a
proposal to change the nature of the Company’s business from a
registered investment company under the Investment Company Act of
1940 (the “1940 Act”) and to a holding company that focuses
primarily on owning and operating businesses that produce activated
carbon and acquiring other private businesses (collectively, the
“Deregistration Proposal”). The Company is in the process of
implementing the Deregistration Proposal so that it is no longer an
“investment company” under the 1940 Act and has applied to the
Securities and Exchange Commission (the “SEC”) for an order under
the 1940 Act declaring that the Company has ceased to be an
investment company (the “Deregistration Order”).
While the Company is committed to fully
implementing the Deregistration Proposal, it is still contingent
upon regulatory approval and the ability to reconfigure the
Company’s portfolio to deregister as an investment company. The
time required to reconfigure the Company’s portfolio could be
impacted by, among other things, the COVID-19 pandemic and related
market volatility, determinations to preserve capital, the
Company’s ability to identify and execute on desirable acquisition
opportunities, and applicable regulatory, lender and governance
requirements. The conversion process could take up to 24 months;
and there can be no assurance that the Deregistration Proposal,
even if fully implemented, will improve the Company’s performance.
Further, the SEC may determine not to grant the Company’s request
for the Deregistration Order, which would materially change the
Company’s plans for its business.
As previously announced, MILC has now completed
the liquidation of its sole investment in securities - its
investment in SMC and plans to invest the proceeds in operating
businesses.
ABOUT MILLENNIUM INVESTMENT & ACQUISITION COMPANY
INC.
Millennium Investment and Acquisition Co. Inc.
(ticker: MILC) is an internally managed, non-diversified,
closed-end investment company. During 2020, MILC announced that it
was seeking to de-register as an Investment Company that is
regulated under Investment Company Act of 1940. MILC is currently
seeking an Order from the SEC declaring that it has ceased to be an
Investment Company as it no longer meets the definition of holding
itself out as investing in securities but rather has pivoted to
focus on direct investments in operating businesses.
MILC is currently focusing on opportunities in
sustainable cannabis cultivation and sustainable production of
activated carbon.
Additional information about MILC can be found
on its website: www.millinvestment.com
ABOUT POWER REIT
Power REIT is a specialized real estate
investment trust (REIT) that owns sustainable real estate related
to infrastructure assets including properties for Controlled
Environment Agriculture, Renewable Energy and Transportation. Power
REIT is actively seeking to expand its real estate portfolio
related to Controlled Environment Agriculture for the cultivation
of food and cannabis.
Power REIT is focuses on the “Triple Bottom
Line” with a commitment to Profit, Planet and People.
Additional information about Power REIT can be
found on its website: www.pwreit.com
CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS
This document includes forward-looking
statements within the meaning of the U.S. securities laws.
Forward-looking statements are those that predict or describe
future events or trends and that do not relate solely to historical
matters. You can generally identify forward-looking statements as
statements containing the words “believe,” “expect,” “will,”
“anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”,
“seek” or other similar expressions, or negatives of those
expressions, although not all forward-looking statements contain
these identifying words. All statements contained in this document
regarding our future strategy, future operations, future prospects,
the future of our industries and results that might be obtained by
pursuing management’s current or future plans and objectives are
forward-looking statements. You should not place undue reliance on
any forward-looking statements because the matters they describe
are subject to known and unknown risks, uncertainties and other
unpredictable factors, many of which are beyond our control. Our
forward-looking statements are based on the information currently
available to us and speak only as of the date of the filing of this
document. Over time, our actual results, performance, financial
condition or achievements may differ from the anticipated results,
performance, financial condition or achievements that are expressed
or implied by our forward-looking statements, and such differences
may be significant and materially adverse to our security
holders.
CONACT:
David H. Lesser, Chairman &
CEO |
david@dlesser.com |
212-750-0371 |
|
301 Winding RoadOld Bethpage, NY
11804 |
www.millinvestment.com |
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