Venture
Capital for Nanotechnology and Microsystems
FELLOW
SHAREHOLDERS:
At Harris
& Harris Group, we tell our portfolio companies that the best time for
change is when you are positioned to succeed and when you have the capital to
execute on a new direction. It is time to heed our own
advice.
In our
first quarter letter to shareholders, we said: "We believe we have adequate
capital to get our portfolio companies to cash flow breakeven or to exit without
raising additional capital. We believe our portfolio and Harris &
Harris Group are positioned to succeed. Although it has taken time to
build significant companies, we believe that our companies, based on
breakthroughs at the nanoscale, are becoming leaders in their
industries. We believe there is potential for significant returns
from these companies as they mature." We believe these assessments
remain true.
However,
given the current economic and market environment, three things are clear to
us. First, even though many of our private portfolio companies are
maturing nicely, it is difficult to have clear visibility to liquidity in these
companies. Select initial public offerings ("IPOs") are being
financed, and according to Thompson Reuters, already a total of 62 IPOs have
been completed this year as compared to 61 in all of 2009. But, with
volatility having returned to the market and fear over the general economy
increasing, it is difficult to predict how robust the interest in IPOs will be
in the second half of 2010 and the beginning of 2011.
As
we have stated previously, many of our companies are reaching a maturity point
where they require less invested capital going forward. This means
they will require less capital from us than they have historically, there will
be less dilution to our current ownership and they are beginning to control
their future by growing their revenue and generating positive cash
flow. Ultimately, we seek to recognize returns through the liquidity
provided by mergers and acquisitions ("M&A") and IPOs of these
companies. Whereas we began the year believing that we would see this
type of liquidity in some of these investments in 2010, we believe that these
events may take additional time should the markets remain risk averse and
volatile.
Second,
with the lengthening time between investment and return on investment in private
venture capital-backed companies, we need to find a way to generate returns with
greater frequency. As a public company, we should not count on
investors to wait five years between liquidity events. We will seek
to position our investments so that we can demonstrate positive returns on
investments on an annual basis. These returns will both offset
expenses and demonstrate that we are capable of realizing returns on investments
and increasing our net asset value per share ("NAV").
Third, we
believe that with interest rates at their current level, holding close to $50
million in U.S. Treasuries and cash equivalents constrains our returns to
investors over the long term. As a venture capital company, it is
critical that we have capital available to support our best companies until we
have an opportunity for liquidity in our investments. As such, we
will continue to maintain a substantial amount of liquid capital on our balance
sheet and will not put the company in a position where we need to raise capital
through additional equity financings. However, to complement our private
portfolio investing, we seek to invest some of this capital in areas where we
will have greater liquidity than we currently have in our existing
portfolio.
Below we outline the changes we are
undertaking to address these observations and increase our opportunities for
success.
First, we are refining our strategy for
investing in public companies. We continue to believe that current
structural issues in the market for public companies with market capitalizations
less than $500 million offer the potential for outsized returns for investors.
However, we believe that our competitive advantage resides with companies with
market capitalizations below $50 million. These companies are
commonly referred to as "nano" capitalization companies. These
companies could be listed on an exchange or be traded on the over-the-counter
bulletin board ("OTCBB"). These companies file their financials with
the Securities and Exchange Commission but are not actively followed by
institutional investors and rarely have the benefit of robust analyst
coverage. Many of these companies have exciting products enabled by
nanotechnology and microsystems. Some of these companies have revenue
and some are generating positive cash flow. Several of these companies are one
to two years ahead of comparable venture capital-funded companies but trade at a
deep discount to the value of these privately held companies.
We
believe our time frame from investment to monetization of our investment in
these companies could be 12-24 months, and that our domain expertise, combined
with our venture capital skill-sets and deal structure know-how, provide
important competitive advantages in this space. These companies are
in need of capital and guidance, similar to our private venture capital
companies. Knowledge of their technology and their markets is
required to identify which companies are positioned to succeed. As
venture investors, finding fundamentally exciting companies in interesting
market arenas is our strength. Many of these companies need access to
high quality managements, next generation technology or complementary business
opportunities. These are some of the services we have provided to our
portfolio companies. Lastly, these companies need help in executing
on their business so that they can gain listing on a national exchange or begin
to interest institutional investors, thereby improving valuation.
Additionally,
we believe there are some aspects of our public venture capital structure that
make us unique as investors in this universe. First, we have
assembled an ecosystem of investors, analysts, Sarbanes Oxley experts, bankers,
investor relations experts and consultants that would be extremely helpful to
the companies in which we plan to invest. Second, we have access to
over 15,000 shareholders of Harris & Harris Group, many of which are looking
for opportunities to invest in exciting companies ahead of other public market
investors. As we help position these companies for entry onto an
exchange or for growth to greater market capitalization and liquidity, we
believe our shareholders will be interested in participating in some of these
opportunities.
As a result of refining our strategy,
we sold our positions in SatCon Technology Corporation and Orthovita, Inc.,
during the second quarter. Both are quality companies that we believe
will execute on their businesses over the next few years. Currently,
we believe both are undervalued. However, both have market
capitalizations above $150 million. They have analyst coverage and
their stock is held by investment funds with trading experts that have both
short and long positions in their stock. Both are
volatile. We did not trade around our positions. As such,
we believe we were at a disadvantage to other investors placing bets on these
companies. As a company with few employees, the focus of our team is
critical. We have decided our time is better served focusing on
opportunities where we believe we have a competitive
advantage. Although we made money on our investment in SatCon, and we
lost money on our investment in Orthovita, both investments and the returns on
the investments were immaterial to our financial results.
Second, while our strategy is to
continue to invest in private companies, we currently do not plan to make an
initial equity investment in a private company until we get increased visibility
into the timing of liquidity for our privately held
portfolio. Currently, we believe this visibility will come in
2010. We have 31 private investments in our portfolio. We
have been transparent with our shareholders on the performance of our portfolio
through two "Meet the Portfolio Days" in the past year and through our news
releases and updates in our quarterly letters to shareholders. We
believe there is potential for significant returns from some of these companies
as they mature through both IPOs and M&A transactions.
Although, we do not plan to make
initial equity investments in private companies until our visibility to
liquidity improves, we may provide debt financing to private companies that are
generating cash or have near-term visibility to reaching positive cash
flow. Credit remains extremely expensive or unavailable for even the
strongest small private companies. We have an opportunity to secure
favorable terms on debt we provide for companies we know well or work with
through our venture investing activities. In addition to fees and
monthly principal and interest payments, we may receive warrants in these
investments. Providing venture debt permits us to generate near-term
cash flow with a defined period for return on our investment.
Third,
we are reducing our presence in Palo Alto. As we have refined our
investment thesis, the need for a substantial presence in Silicon Valley has
become less important. We believe we can be more nimble – and more
cost-effective – executing on our strategy if our team is more
centralized. We will retain one of our Managing Directors in Northern
California to help manage our 15 portfolio companies on the west coast and to
continue to provide us with access to high-quality deal flow.
We
believe these strategic changes strengthen Harris & Harris Group and
position us for success. We have ample cash to execute on our strategy and to
permit us to maximize our returns on our portfolio. Our strategy allows us to
fully utilize the skills of our team to continue to seek investment returns
where we believe there will be opportunities in the economic climate of the
coming years. We are excited to focus our efforts on opportunities that play to
our strengths and our competitive advantages as a public venture capital
company.
We look
forward to answering any questions and elaborating further on our strategy and
our visibility to liquidity on our second quarterly call on Thursday, August 12,
2010.
Douglas
W. Jamison
Chairman,
Chief Executive Officer
|
and
Managing Director
|
June 28,
2010
This
letter may contain statements of a forward-looking nature relating to future
events. These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions. These
statements reflect the Company's current beliefs, and a number of important
factors could cause actual results to differ materially from those expressed in
this letter. Please see the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, as well as subsequent filings, filed
with the Securities and Exchange Commission for a more detailed discussion of
the risks and uncertainties associated with the Company's business, including
but not limited to, the risks and uncertainties associated with venture capital
investing and other significant factors that could affect the Company's actual
results. Except as otherwise required by Federal securities laws, the
Company undertakes no obligation to update or revise these forward-looking
statements to reflect new events or uncertainties.