DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on March 22, 2007

Venture
Capital for Tiny Technology
FELLOW
SHAREHOLDERS:
Despite
the current global sell-off in the financial markets that began in mid-February,
are there straws in the wind of a possible revival of venture capital-backed
initial public offerings (IPOs)? In recent days, both The
Wall Street Journal
and
The
New York Times
have run
front-page articles about speculative IPOs coming back, and Business 2.0 just
published a similar article. Meanwhile, various panels, commissions and
observers continue to urge reform of regulations that they see as lessening
United States' competitiveness in IPOs.
IPO
activity is important to Harris & Harris Group, as we are an early stage
venture-capital firm investing in companies developing and selling products
and
services enabled by tiny technology, primarily nanotechnology. In 2006, early
stage venture capital was an unfashionable investment theme for all but contrary
thinkers. Venture-capital returns were suppressed by a paucity of U.S. IPOs,
and
there has yet to be a blockbuster IPO of a significant nanotechnology-enabled
company.
As
time
goes by, and the commercialization of nanotechnology progresses, the question
of
if and when a wave of nanotech IPOs will begin becomes less and less about
nanotechnology-enabled companies themselves and more and more about the IPO
market itself. When our first nanotech investment, Nanophase Technologies,
Inc.
(Nasdaq: NANX), went public in late November 1997, it was not yet profitable,
had recorded revenues in 1996 of approximately $596,000 and would record
revenues for all of 1997 of approximately $3.7 million. By comparison, in 2006,
17 of our current portfolio companies (including two microtech companies)
generated revenues in excess of Nanophase's revenues in 1996, the last full
year
before it went public. Moreover, in 2006, eight of our portfolio companies
(including two microtech companies) generated total revenues in excess of
Nanophase's revenues in 1997, the year in which it went public. Altogether,
in
2006, our 27 tiny-technology portfolio companies generated aggregate revenues
of
approximately $158 million, of which over half was generated by one company.
Three of our portfolio companies were profitable in 2006, including two
tiny-tech companies.
With
stagnant IPO activity, some venture-capital firms have become discouraged about
the prospects for early stage investing. Some of the larger firms have abandoned
early stage venture capital entirely for "private equity," the term currently
used for buying control of mature companies. In short, since the stock market
crash in 2000, early stage venture capital has once again become a business
for
patient investors, dedicated investment professionals and passionate
entrepreneurs and inventors. In 2006, only 56 venture capital-backed IPOs went
public, versus 250 in 1999 at the peak of the boom; and the median age of the
few venture-backed companies that did manage to go public was eight years,
versus three years in 1999. Our oldest nanotech holding, Nantero, has been
in
our portfolio for about five-and-a-half years.
One
area
of intense interest by investment banks seeking companies to take public is
"cleantech" or "greentech," a term for innovations that are energy-efficient
and
environmentally friendly. Venture capital is piling into cleantech, and
cleantech conferences are booming. However, if one looks closely, many companies
that are considered to be cleantech are actually enabled by nanotechnology.
In
fact, certain of our portfolio companies, such as BridgeLux, Crystal IS,
Nextreme, Solazyme, Innovalight and potentially SiOnyx are developing
nanotechnology-enabled solutions to such problems as energy-efficient lighting,
water purification, conversion of waste heat to electricity, generation of
fuel
from biologically derived sources and commercially competitive solar energy.
Although it was a prerequisite for our investment that these companies are
enabled by nanotechnology, it is equally legitimate for others to classify
them
as cleantech or greentech. Indeed, one of the institutional research firms
that
follows Harris & Harris Group classifies us in its greentech
group.
The
commitment by major corporations to nanotechnology appears constantly to be
growing stronger. In 2006, funding of research and development in nanotechnology
by corporations exceeded that of the federal government for the first time.
We
ourselves have been approached separately in recent months by representatives
of
two very large corporations in America and by a significant corporation in
Europe to interact with them in various ways with regard to their respective
nanotechnology strategies.
Importantly,
we believe that some of the better nanotech venture-capital deals that we were
shown in 2006 were among the most attractive that we have yet seen in terms
of
both quality and price. We think that we are in a buyer's market for good
nanotech venture-capital deals.
In
spite
of our enthusiasm over what we perceive to be a buyer's market, we are ever
mindful, as we have consistently tried to remind our shareholders to be, of
the
very real risks in our early stage venture-capital business. Write-offs have
always been a by-product of our risk-seeking, rather than risk-averse,
investment strategy. Recently, we have been affected by a heightened risk;
inconstancy by venture-capital firms is perhaps a greater risk for co-investing
venture-capital firms than at any time since 2001-2002. When even one member
of
a venture-capital syndicate fails to continue to fund a portfolio company,
that
portfolio company's development and funding can suddenly be disrupted as it
becomes viewed as backed by a "weak syndicate." Moreover, because a potential
change in direction is usually a closely guarded secret within a private
venture-capital management firm, such changes tend to be sprung on their
portfolio companies and venture-capital co-investors without
warning.
Below
please find two tables covering the period since 2001, when we began making
initial investments exclusively in tiny technology, primarily in
nanotechnology-enabled companies. The first table delineates the growth in
our
investment activity. The second table delineates our gross write-downs,
excluding any offsetting write-ups, of our investments in privately held
companies in each of those years, in both dollar terms and as a percentage
of
beginning-of-year net asset value. As our investments grow larger in size,
it is
logical to expect that our write-downs will also grow larger in size. Moreover,
as time goes by, and a higher percentage of our assets have been invested for
a
longer period of time in venture-capital deals,
it
is
inevitable that more losing investments will manifest themselves in our
portfolio, probably leading in at least some years to a higher percentage of
gross write-downs in relation to our net asset value than we experienced in
2006, when such write-downs as a percentage of our beginning-of-year net asset
value were at an historically low level (3.57 percent) for us.
Growth
in
Our Investment Activity
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
||||||||||||||
Total
Incremental Investments
|
$
|
489,999
|
$
|
6,240,118
|
$
|
3,812,600
|
$
|
14,837,846
|
$
|
16,251,339
|
$
|
24,408,187
|
|||||||
No.
of New Investments
|
1
|
7
|
5
|
8
|
4
|
6
|
|||||||||||||
No.
of Follow-On Investment Rounds
|
0
|
1
|
5
|
21
|
13
|
14
|
|||||||||||||
No.
of Rounds Led
|
0
|
1
|
0
|
2
|
0
|
7
|
|||||||||||||
Average
Dollar Amount - Initial
|
$
|
489,999
|
$
|
784,303
|
$
|
437,156
|
$
|
911,625
|
$
|
1,575,000
|
$
|
2,383,424
|
|||||||
Average
Dollar Amount - Follow- On
|
N/A
|
$
|
750,000
|
$
|
325,364
|
$
|
359,278
|
$
|
765,488
|
$
|
721,974
|
Gross
Write-Downs
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
||||||||||||||
Net
Asset Value, Beginning of Year
|
$
|
31,833,475
|
$
|
24,334,770
|
$
|
27,256,046
|
$
|
40,682,738
|
$
|
74,744,799
|
$
|
117,987,742
|
|||||||
Gross
Write- Downs During Year
|
$
|
2,532,730
|
$
|
5,400,005
|
$
|
1,256,102
|
$
|
5,711,229
|
$
|
3,450,236
|
$
|
4,211,323
|
|||||||
Gross
Write-Downs as a Percentage of Net Asset Value
|
7.96
|
%
|
22.19
|
%
|
4.61
|
%
|
14.04
|
%
|
4.62
|
%
|
3.57
|
%
|
In
2006,
with shareholder approval, we switched from our previous cash-based
profit-sharing plan for employees to an equity incentive plan (the "Stock
Plan"). We made this change for four reasons. First, we had inherent barriers
to
matching the compensation offered by private venture-capital firms, our main
competitors for deals and for deal-making employees. Because such private firms
do not have the high regulatory and other expenses attendant to being publicly
traded, they can afford to pay higher cash compensation than we can, in the
form
not only of salaries, but also bonuses. Even more important, they are able
to
pay 20 percent-plus of their net realized long-term capital gains to their
employees in the form of long-term capital gains. By contrast, if we pay
competitive salaries, because of our overhead associated with being public,
we
cannot also in the ordinary course of business afford to pay cash bonuses.
Also,
if we retain our after-tax earnings for reinvestment, as we are now doing,
our
employee profit sharing was reduced by the regulations to less than 13 percent
of our net after-tax long-term capital gains. Moreover, our cash-based profit
sharing had to be taxed as ordinary income. In addition, our private competitors
can allow their employees to co-invest in deals, which our employees are
forbidden to do by the regulations that come with our being a regulated,
publicly held company. Our solution to this unsustainable compensation
disadvantage in attracting and retaining high-quality employees was to switch
to
our Stock Plan.
Second,
we want to generate and retain as much cash in the Company as possible for
reinvestment in tiny technology -- all else being equal, the higher our
reinvestment rate, the higher our net asset value per share growth rate. In
2005, the last year of our cash profit-sharing plan, we accrued $2,107,858
in
cash expense for employee profit sharing. In 2006, the first year of our Stock
Plan, we received $2,615,190 in cash from the exercise of employee stock options
-- a net positive swing in cash flow for our Company from 2005 to 2006 from
incentive compensation of $4,773,963. Moreover, in 2007 to date, our Company
has
received another $3,295,979 in cash from the exercise of employee stock
options.
Third,
we
want our employees to increase their ownership in the Company, while allowing
them to take out some cash from the exercise and sale of options if they want
to
do so, in recognition that we are not paying them cash bonuses. This aspect
of
the new equity incentive program is also working well. Pursuant to our stock
option program, our Chairman and CEO has to date increased his and his wife's
total net ownership of shares by 18,361 shares, from 1,050,893 to 1,069,254,
retaining no cash for himself from the exercise and sale of options, but rather
using all of the cash so generated to pay for the exercise of options and the
taxes triggered by such exercise. Our other employees have also increased their
net ownership of our stock by a total of 17,996 shares, from 1,465 to 19,461
shares, while retaining a total of $254,315 in cash for themselves from the
exercise and sale of options.
Fourth,
accruals for cash profit-sharing payments reduced our net asset value (NAV).
Grants of stock options do not affect NAV (if and when options are exercised,
NAV per share either increases or decreases depending on whether the exercise
price is above or below NAV per share at the time of exercise).
In
summary, to date, the Stock Plan has enabled our employees to increase their
net
ownership of our stock by 37,822 shares; take out $254,315 in cash for
themselves; generate $5,911,169 in capital for the Company; and increase the
Company's NAV per share. We recognize that if shareholders of publicly held
companies are not expert at reading Form 4s recording the exercise and sale
of
employee stock options, in which the bulk of the proceeds of the sales may
actually have been used to pay for the exercise of the options and the payment
of the taxes triggered by such exercise, they may get the impression that
employees are net sellers of stock, even if they are in fact accumulating
stock.
Much
of
the theory and practice of making useful things through nanotechnology has
to do
with self assembly. We often think that our employees, directors and
shareholders have self assembled into Harris & Harris Group to build what we
intend will develop into an enduring venture-capital institution built on
leadership in helping to commercialize tiny technology. We believe that our
shareholders and their patient commitment are perhaps Harris & Harris
Group's greatest competitive advantage, because they give us permanent capital
to invest, thereby permitting us to make early stage investments in companies
enabled by cutting-edge technology, particularly nanotechnology.
/s/
Charles E. Harris
|
/s/
Douglas W. Jamison
|
Charles
E. Harris
|
Douglas
W. Jamison
|
Chairman
and Chief Executive Officer
|
President,
Chief Operating Officer and
|
Managing
Director
|
Chief
Financial Officer
|
Managing
Director
|
|
/s/
Daniel V. Leff
|
/s/
Alexei A. Andreev
|
Daniel
V. Leff
|
Alexei
A. Andreev
|
Executive
Vice President
|
Executive
Vice President
|
Managing
Director
|
Managing
Director
|
March
22,
2007
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 Registration Statement on Form N-2 and Annual Report
on
Form 10-K for the fiscal year ended December 31, 2006, 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, Harris & Harris Group,
Inc.®,
undertakes no obligation to update or revise these forward-looking statements
to
reflect new events or uncertainties.