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Executives

Patricia N. Egan - Chief Accounting Officer, Vice President and Senior Controller

Douglas W. Jamison - Chairman, Chief Executive Officer, and Managing Director, and Chairman of Executive Committee

Daniel B. Wolfe - President, Chief Operating Officer, Chief Financial Officer, Managing Director, and Treasurer

Analysts

Sam Rebotsky

Edward M. Woo - Ascendiant Capital Markets LLC, Research Division

Harris & Harris Group (TINY) Q3 2012 Earnings Call November 13, 2012 10:00 AM ET

Operator

Good day, ladies and gentlemen, and welcome to the Harris & Harris's Third Quarter 2012 Financial Results. [Operator Instructions] And as a reminder, this conference is being recorded. Now I turn conference over to Patty Egan, Chief Accounting Officer. Please begin.

Patricia N. Egan

Thank you. This presentation contains statements of a forward-looking nature relating to future events. Statements contained in this presentation that are forward-looking statements are intended to be made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 herein. Please see the company's annual report on Form 10-K, 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, Harris & Harris Group, Inc. undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.

I will now turn the call over to Doug Jamison.

Douglas W. Jamison

Thank you, Patty. Good morning. Welcome to our call reporting on the third quarter of 2012. Harris & Harris Group is an early-stage active investor in transformative nanotechnology companies.

I will begin this call this morning with a few remarks on our business. Patty Egan will then provide a brief summary of our September 30, 2012, financials. Patty will be referencing our recently filed quarterly report on Form 10-Q. Daniel will then close with additional remarks and open up the lines for questions. As often happens in a small company, we're called on to be in 2 places at the same time, and a colleague and I are actually working with one of our portfolio companies today. So Daniel Wolfe will field any questions. We expect the call to last approximately 45 minutes.

From the outset, I would like to make it clear and state the obvious, the current market conditions and trends do not favor Harris & Harris Group. American capitalism has not embraced risk. It has no long-term vision. The financial wall is dominated by traders with little knowledge of the underlying security and little interest. We have a political system that currently hampers forward progress and regulates in favor of the incumbents. We are fast becoming a nation of [indiscernible]. As an article in Scientific American recently stated, "It is hard to know exactly when it became acceptable to be anti-science."

That said, American capitalism often contains the seeds of its own change. As I wrote in our last Letter to Shareholders, I'm optimistic that over the coming years, we must see a return to scientific innovation to remain competitive. I believe this return to innovation will be led by corporations and not by the financial sector.

Our priorities remain focused for 2012 and beyond. Our 3 priorities include, as we have stated time and again, working with our existing portfolio companies to reach positive liquidity events. As we have stated previously, we believe our late-stage companies are well positioned for liquidity events between now and 2014, and we believe many of our mid-stage companies could be in a position to complete transactions that create liquidity over this same time period.

As we said in our 10-Q, currently, we have 6 companies that have commenced planning or begun the process of pursuing potential sales and/or IPOs of those companies within the next 6 to 12 months. That said, there can be no assurance that any of these companies will be able to consummate either type of transactions within the next 6 to 12 months.

The second priority includes generating predictable and near-term income by increasing our venture debt investments while taking advantage of opportunities provided to us by our newly publicly traded positions. Through September 30, 2012, we have generated $1.3 million in premiums through the sales of covered calls, an additional $300,000 since September 30, 2012.

Our third priority is increasing our assets under management without issuing common stock. Over the past 6 months, our team has spent a significant amount of time on the road meeting with executives from major global corporations. I believe we have met with over 70 corporations during this time. For all of them, technical innovations, enabled at the nano scale, are significant value driver for future products. Our story clearly resonates with them. We hope to have opportunity to partner with some of them.

Our meetings have also solidified our belief in the trends we laid out at the annual shareholders meeting in June. We are positioning ourselves for this future. First, the transformative technologies in the life sciences, energy and electronics, corporations are going to play a major role in the ecosystem going forward. In the future, our ecosystem will go from being more weighted to financial venture capital and government dollars, as you see on the left, to being far more weighted to corporate partners. We believe this is the direction the early-stage venture industry will need to move towards to be successful in the future.

Second, for the future of venture capital, partnering with these corporations is going to be critical for bringing technologies to market successfully in a way that provides a return for us on our investment. In the sectors we invest in, lengthening time from investment to exit has resulted in venture capital-backed companies needing to prove scale and manufacturing and, often, end market traction prior to a liquidity event as Slide 5 depicts.

The venture industry is very good at early-stage company building. Established corporations tend to be much better at scale and manufacturing, and most have better access to the end markets as well. Thus, we believe the potential to partner with these corporations to increase our assets under management helps solve some of the issues facing early-stage venture investing while also strengthening Harris & Harris Group and our assets under management. The financial firms no longer have the desire nor the skills to bring innovation to the market. They become primarily short-term traders, and transformative technology require a long-term perspective.

Before turning the presentation to Patty, I want to note that from management's perspective, we believe investors in the market have not taken the time to focus on the fundamentals of Harris & Harris Group's portfolio. In our opinion, Solazyme's recent downward volatility is more a remark on the failure of its competitors and the failure of the market to understand its strategy than any information that has been issued by the company to date. Solazyme's volatility has been detrimental to our net asset value per share, however. To date, we have sold a small portion of our Solazyme position such that we currently have a realized return on our investments, including our call option premiums. Daniel will discuss in more details on Solazyme to follow.

On page 65 of our Form 10-Q, we provide a slide illustrating maturity of our venture capital portfolio. Those of you that follow information on our companies will recognize that many of these mid- and late-stage companies are excelling in their business, even in the current environment.

Bridgelux continues to increase its revenue significantly year-over-year in the LED space as one of the few solutions to offer LEDs on silicon substrates, which could alter the LED landscape in the years to come. And just in the past couple of months, D-Wave completed an oversubscribed round of financing, bringing in Jeff Bezos of Amazon and the investment arm of the CIA. Adesto just completed the acquisition of Atmel's Serial Flash business dramatically increasing its revenue and strategically setting itself up for next-generation memory solutions with customers. Cambrios and LG Electronics recently announced the first 23-inch touch panels using Cambrios's ClearOhm technology. Ensemble and Boehringer Ingelheim recently announced their collaboration. Interion and Imec announced a partnership for next-generation memory. And Cobalt partnered with Bunge.

And this is just to announce a few of the exciting things happening in our portfolio. These companies are truly moving from technology to commercialization and doing it successfully. We believe our portfolio continues to be in its strongest position ever. Daniel will provide additional information on a few of these advancements when he speaks.

Patty, will you now take us through the financials?

Patricia N. Egan

Sure, Doug. At September 30, 2012, we had total assets of approximately $154 million on our balance sheet. Included in our total assets is our venture capital portfolio, which was valued at $123.9 million versus its cost basis of $112.2 million. Therefore, at September 30, our venture capital portfolio was in an appreciated state of $11.7 million.

We also held $28.6 million in cash, U.S. Treasuries and restricted cash. We had debt outstanding of $2 million as of September 30. Included in our cash balance is approximately $1.3 million of net premiums from call options that we have collected during the first 9 months of the year.

Our net asset at September 30 were approximately $148.2 million and our net asset value per share was $4.78. This is an increase from our net asset value per share of $4.70 at December 30 -- December 31, 2011.

Turning to our income statement. For the 9 months ended September 30, 2012, we had investment income of approximately $529,000, which compares with $527,000 in investment income during the same period in 2011.

Our total expenses were approximately $7.3 million for the first 9 months of 2012 compared with approximately $6.3 million during the first 9 months of 2011. These total expense figures include both cash and noncash-based operating expenses, such as stock-based compensation. Our total noncash stock-based compensation for the 9 months ended September 30, include a onetime charge of $1.4 million related to the voluntary cancellation of stock options by the senior officers of the company in May 2012.

Our total cash base and accrued operating expenses for the 9 months ended September 30, 2012, were approximately $4.7 million, which is the same amount as the comparable period in 2011. This yielded a net operating loss of $6.8 million through September 30, 2012, which is an increase to our net operating loss of $5.8 million for the 9 months ended September 30, 2011.

During the third quarter of 2012, we have generated approximately $297,000 in net cash proceeds from premium on call option sold. We also added approximately $1,039,000 in net cash proceeds to our primary liquidity, resulting from the options call during the third quarter that were covered by a portion of our shares of Solazyme.

During the third quarter of a 2012, we sold an additional 173,359 shares of Solazyme on the open market for net cash proceeds of approximately $2.2 million. The net increase in our primary liquidity from these transactions was approximately $3.5 million. The average sale price on assignments under option contracts in open market sales was $11.59 for the quarter. Our cost basis in Solazyme is $2.36 per share.

Daniel, will you continue?

Daniel B. Wolfe

Certainly. Thanks, Patty. As Patty mentioned, since the expiration of the lockup periods for our shares on Solazyme and NeoPhotonics in August 2011 and November 2011, respectively, we have employed a strategy for managing our publicly traded positions in these freely tradable portfolio companies through the sale and purchase of option contracts and through open market sales. Thus far, the strategy has generated $1.6 million in cash proceeds as of September 30, 2012, an additional $300,000 since the end of the quarter, from the sale of call options covered by our shares of Solazyme and NeoPhotonics, and it also led to the orderly sale of approximately 190,000 shares of Solazyme. We discussed the details of the execution of the strategy during the third quarter on Page 64 of the Management's Discussion and Analysis section in our financial statements filed on Form 10-Q.

As of September 30, 2012, this strategy has allowed us to return more proceeds than our cost basis in Solazyme, which means the remaining 1.9 million shares held by Harris & Harris Group, when sold, will generate gains on our initial investment in the company. Additionally, the premiums received from the sale of options covered by shares of Solazyme that either expired, unexercised or recalled increased the average price per share of those shares sold from $11.59 to approximately $12.75 versus our cost basis of $2.36 per share.

We currently have approximately 1.4 million of our 1.9 million shares of Solazyme under call option contract to sell at prices ranging from $7.50 to $17.50. We currently have 200,000 shares of our 451,000 shares in NeoPhotonics under a call option contract to sell at prices ranging from $5 to $7.50 per share.

We note that the shares of NeoPhotonics Corporation and Solazyme Inc. remain relatively illiquid when you compare that -- their average daily trading volume to the number of shares that we own, and also these stocks are highly volatile. This illiquidity makes it difficult for us to monetize our position in the company quickly without the potential for a resulting adverse effect on the stock price, which would, in turn, decrease our return on those investments. Selling in-the-money call options can facilitate an orderly liquidation of our positions in these companies.

We may also purchase put options as a method of limiting the downside risk that the price per share of this companies may decrease substantially from current levels. Our put option gives us, its holder, the right to sell specific number of shares of a specific security at a specific price by a certain date. We began purchasing put options in the third quarter -- actually, the fourth quarter of 2012, with the first purchase of options to sell 130,000 shares of Solazyme at $7.50.

In conjunction with this purchase, we sold call options covered by the same number of shares of Solazyme at $7.50. Both of these option contracts expire in December 2012. Should the stock price of Solazyme be higher than $7.50 per share, it is possible we will be called on some or all of those shares under contract. Conversely, if the stock price of Solazyme is less than $7.50, we have a right to sell the stock to the holder of the options at that price per share. The premium received from the sale of the call option, offset in part by the cost of the put option, would increase the effective price per share of the sales -- of the shares of Solazyme in either transaction to approximately $8.90. Solazyme ended the day trading yesterday at $7.34 per share.

As Doug mentioned previously, many of our portfolio companies continue to make progress in building their respective businesses through acquisitions, product demonstrations and signing of partnerships. I will highlight 3 examples from our portfolio on this call. We encourage our shareholders and those interested in learning more about our portfolio companies to go to our website or to our Facebook page, where we have posted links to announcements made by more of our portfolio companies than we have the opportunity to discuss on today's call.

Last quarter, we highlighted one of our portfolio companies, Adesto Technologies Corporation. Adesto is developing a new class of memory products based on Conductive Bridging Random Access Memory, or CBRAM. CBRAM is comprised of a thin layer of a proprietary material sandwiched between standard electronic interconnect layers. This relatively simple architecture yields a low-power, low-cost, high-speed, high-density, nonvolatile memory device that may find application in just such use as home appliances, wireless LAN routers, data storage systems and electricity meters.

Since we last spoke about the company, Adesto completed the acquisition of the Serial Flash memory business of Atmel Corporation, a publicly traded semiconductor company. The acquisition of this business transforms Adesto from an early-revenue stage -- mid-stage company to a late-stage company focused on execution that expects to generate tens of millions of dollars in revenues from the sale of existing products to existing customer base, both of which were acquired from Atmel. Adesto intends to expand the Atmel product line offerings to serve the future requirements of existing customers while maintaining the same quality standards as Atmel.

With the acquisition, Adesto increases its nonvolatile memory technology portfolio as well. The newly acquired products complement Adesto's Conductive Bridging RAM devices for embedded applications, which began shipping earlier this year. The second-generation CBRAM device is planned to ship in 2013. Harris & Harris Group owns between 5% and 10% of Adesto.

We first invested in Cambrios Technology Corp. in 2004. Since our original investment, Cambrios has raised multiple rounds of capital that have been used to develop and commercialized its nanowire technology for transparent conductive materials. Transparent conductive materials are enabling products for many of today's most successful products, including smartphones and tablet computers. The incumbent technology uses films of a material called Indium tin oxide, or ITO, deposited primarily on glass. While ITO has adequate properties for most small screen application, it suffers from degradation of performance and nonuniformity when deposit over large areas and from cracking in other forms of physical failure when deposited and manipulated on flexible materials.

Cambrios's transparent conductive materials employ a mesh of nanowires embedded in a film to create a transparent conductive material that has the potential to overcome many of these limitations of ITO, particularly with large screen displays. These displays are gaining popularity, given the recent introduction of Windows 8 and other touch-screen applications. As Doug mentioned previously, in October, LG Electronics introduced the first 23-inch touch-screen monitor that is enabled by Cambrios materials and optimized for Windows 8. In October of 2012, Cambrios also announced partnerships with 2 Japanese manufacturing partners that supply films and sensors to the touch screen industry. Harris & Harris Group owns less than 5% of Cambrios.

We first invested in Ensemble Therapeutics Corporation in 2007. Since our investment, Ensemble has successfully closed multiple strategic partnerships with large pharmaceutical companies and is making progress on development of proprietary drug candidates, enabled by its technology for the synthesis of a diverse set of macrocyclic molecules. Macrocycles are complex molecules that are found commonly in nature. They're of interest to drugs -- as drug candidates because their complexity can lead to very specific binding that is similar to the capabilities of biologics or protein-based drugs, where small molecule candidate have, thus far, failed to yield significant therapeutic benefit. These molecules are, however, very difficult to make synthetically with large diversity for testing and for drug discovery in a general laboratory setting.

Ensemble has exclusive rights to technology developed in the lab of Professor David Liu of Harvard University called DNA-programmed chemistry. This technology uses DNA to program the reactions that occur in the synthesis of a molecule. This programming is highly specific and be -- can be used to create libraries of very complex molecules, including macrocycles, relatively easily. Ensemble has used this technology to create a library of approximately 5 million molecules for testing against a wide variety of therapeutic targets of interest.

In November 2002, Ensemble Therapeutics announced the initiation of a research collaboration with Boehringer Ingelheim to discover drug candidates of a novel class of small molecule based on their macrocycle against several high-value pharmaceutical targets specified by Boehringer. Under the terms of the agreement, Ensemble is eligible to receive payments and may receive up to $186 million in success milestones in case of full commercial success of multiple drug products, including an upfront payment and research funding. In addition, Ensemble is eligible to receive royalties on future sales of products that arise from the collaboration. This partnership is the fourth of its type that Ensemble has consummated with large pharmaceutical companies, including Bristol-Myers Squibb, Genentech and Pfizer. Harris & Harris Group owns slightly less than 5% of Ensemble.

Lastly, I would like to mention that during the third quarter of 2012, 3 firms announced the independent research coverage of Harris & Harris Group, including SeeThruEquity, Ascendiant Capital Markets and Drexel Hamilton. Additionally, Needham recently issued an updated research report on us. We are pleased to have these firms covering and writing on us and are encouraged to see such coverage coming back to help communicate the stories of micro capitalization public stocks, such as ourselves, to current and potential investors.

In closing, we believe we have found the solutions necessary to make us successful in what has been a very difficult and challenging venture capital environment over the last decade. We continue to execute on these priorities. It will take time. But we are excited by the performance of our portfolio and the receptivity to our story outside the financial sector.

We will now open the lines up for any questions.

Question-and-Answer Session

Operator

[Operator Instructions] You have a question from Sam Rebotsky of SER Asset Management.

Sam Rebotsky

Dan, could you sort of address the additional investments that you made in the current quarter? And were they above or below your previous investments? And would -- did you have the option to make more money, if you chose to, than the amounts you invested in these?

Daniel B. Wolfe

Certainly. So we did invest about $3.6 million during the quarter. In those investments, just looking at them right now to give you that information, one of them was at a higher valuation than previous rounds. There were 1, 2, 3 at -- 2 at same valuations, [indiscernible] and Bridgelux. And then we had one that was an effective significant lower valuation, which was Mersana, but came in at a very significant round of financing. In often cases, we do have opportunities to potentially increase our participation around the financing. Some of these, yes, and some of these, no. For example, Mersana, even though it was a recapitalization of the company, it was a highly oversubscribed round with NEA coming in. And in fact, there was no opportunity to invest more in that round. But in the other companies, there are generally opportunities to invest more money in these rounds should we have desire to do so.

Sam Rebotsky

Okay. I have one other question at this point, then I'll jump out. And if there's nobody else, I'll come back in. The RusNano, which, evidently, there's been no announcements. Have -- what is your success in seeking other investors that you might manage funds for, since you have so many opportunities and limited funds? And what is your results? Have you have any -- in the next 6 months to a year, do you think you will have any additional funds to manage and so they could come along with you into your investments?

Daniel B. Wolfe

I can't speak specifically to those efforts per regulation. However, what I can say is that we continue our efforts to identify the opportunity to increase the assets that we have, and that we are able to deploy. And those efforts are ongoing. I think the comment that Doug made earlier of us -- we're finding opportunities to work with additional groups in a variety of structures and ways. Our progress -- our average towards reaching that goal, it does take time for these types of endeavors to come to fruition. Unfortunately, I can't speak more specifically than that.

Operator

Our next question is from Ed Woo of Ascendiant Capital.

Edward M. Woo - Ascendiant Capital Markets LLC, Research Division

I had a clarifying question. Do you say that there were 6 companies that were in process to evaluate exit strategies?

Daniel B. Wolfe

Yes. So the language in the Q that we do -- that we say is that 6 companies have begun efforts to seek potential opportunities for liquidity events. And those can range from talking to potential acquirers to hiring bankers to all of the standard type of efforts that a company would take towards such a goal. Again, we caveat, though, that we -- those efforts, we -- there are no -- there's no guarantee that those efforts will be successful, nor that they will actually end up returning a positive return to us if they are successful.

Edward M. Woo - Ascendiant Capital Markets LLC, Research Division

For those 6 companies, is that really just driven from the company's decision? Or is that in cooperation and collaboration with you guys?

Daniel B. Wolfe

So we are active investors in many -- in over 80% of our companies, which means we're on the Board of Directors or we hold observer positions in those companies. So in many of the cases and the discussions, we are involved in those. Some, though, we are not because we do not hold those types of rights. But generally, we speak to management of all of our companies. And so we're -- we are generally knowledgeable and also work to provide management per -- for the regulations of these development companies. We do look to provide management advice and -- to our portfolio companies whenever possible and we can.

Edward M. Woo - Ascendiant Capital Markets LLC, Research Division

What is your outlook for current valuations, either for potential investments or, potentially, these 6 companies do pursue some type of transaction? Do you think that the market overall is favorable, or do you think it's just very company specific?

Daniel B. Wolfe

I can't speak to the individual portfolio companies for obvious confidentiality reasons, and we won't -- we do not generally make future projections of either net asset value per share returns or anything along that line. I can speak to just the general, what we're seeing in the market. Corporations are flushed with cash. They are generally looking to figure out what to do with that cash to some extent. However, as -- and we talked about this in our 10-Q, in the state of the market -- State of Current Market Environment section in the MD&A. It's still a difficult market for liquidity events, in general, for venture-backed companies. The IPO market is shut to all but the largest and most successful companies. For all intents and purposes, the -- which gives potential acquirers more leverage in discussions on potential price and valuation. That being said, you never know. You can run into a bidding war sometimes as well. So I think we were realistic about the potentials here. And so many of these companies are taking, and we think that these companies are an interesting point to work towards a liquidity event. But again, we never know if they're going to be successful or not and at what valuation that might occur at.

Operator

We do have a question from Tony Pollack [ph] of Aegis Capital.

Unknown Analyst

I always go back to the big discount from book value that we have and the thought process of management in terms of ever buying back stock. The thought process I always think is if you buy back stock at a pretty big discount to book value, you're buying the private portfolio at a nice discount. And I wonder what's management thoughts on that.

Daniel B. Wolfe

I always appreciate your question, and I know we talked about it multiple times. We definitely take that into account, and we think about that question actively as we look at our stock price, but also as we look at where we can deploy capital that we have. And the question being where do we think you -- we can generate better returns for shareholders in the long term, we go through those analyses frequently, and we continue to think about it.

Operator

[Operator Instructions] Final question is from Sam Rebotsky of the SER Asset Management.

Sam Rebotsky

Dan, so at this point, what is your use of cash for the balance of 2013 and '14? I think you have about excess of $30 million. And do you -- is there any amount of cash you feel you need to hold back? And relative to Tony's call, is there a buyback approved by the board presently in case you wanted to do that at a particular price?

Daniel B. Wolfe

Not presently. The board has not approved a buyback presently. In terms of projected cash, we don't project how much cash we'll deploy nor do we -- over the period of time. You can look at our historical cash deployment and get some idea. But the use of proceeds that we have currently is similar to the prior years of both new and follow-on investments, and we plan to continue down that path.

Operator

There are no further questions at this time. I'd like to turn the call over to management for any closing remarks.

Daniel B. Wolfe

Once again, we thank you for taking the time to listen in on the call and participate, and we thank you for your support, shareholders of Harris & Harris Group. We believe we are taking these right steps to make this company for shareholders and look forward to speaking with you over the coming months and on the next shareholder call in March. Thank you very much, and goodbye.

Operator

Ladies and gentlemen. Thank you for your participation in today's conference. This concludes the program. You may now disconnect. Have a wonderful day.

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