United States
Securities and Exchange Commission
Washington, DC 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-00179
Central Securities Corporation
(Exact name of registrant as specified in charter)
630 Fifth Avenue, Eighth Floor
New York, N.Y. 10111
(Address of principal executive offices)
Registrant’s telephone number including area code: 212-698-2020
Date of fiscal year end: December 31
Date of reporting period: March 31, 2014
Item 1. Schedule of Investments.
CENTRAL SECURITIES CORPORATION
Statement of Investments
March 31, 2014
(Unaudited)
COMMON STOCKS 89.7%
| Shares | Value | |||||
| Banking and Finance 12.4% | ||||||
| 925,000 | The Bank of New York Mellon Corporation | $ | 32,643,250 | |||
| 240,000 | Capital One Financial Corporation | 18,518,400 | ||||
| 400,000 | Citigroup Inc. | 19,040,000 | ||||
| 175,000 | JPMorgan Chase & Co. | 10,624,250 | ||||
| 80,825,900 | ||||||
| Commercial Services 2.6% | ||||||
| 150,000 | Clean Harbors, Inc. (a) | 8,218,500 | ||||
| 488,712 | Heritage-Crystal Clean, Inc. (a) | 8,860,349 | ||||
| 17,078,849 | ||||||
| Consumer Durables 1.8% | ||||||
| 20,000 | Aerogroup International, Inc. (a)(c) | 548,600 | ||||
| 150,000 | Coach, Inc. | 7,449,000 | ||||
| 102,000 | Leggett & Platt Inc. | 3,329,280 | ||||
| 11,326,880 | ||||||
| Diversified Industrial 5.7% | ||||||
| 590,000 | Brady Corporation Class A | 16,018,500 | ||||
| 250,000 | General Electric Company | 6,472,500 | ||||
| 110,000 | Roper Industries, Inc. | 14,686,100 | ||||
| 37,177,100 | ||||||
| Energy 5.3% | ||||||
| 250,000 | Encana Corporation | 5,345,000 | ||||
| 280,000 | Murphy Oil Corporation | 17,600,800 | ||||
| 70,000 | Murphy USA, Inc. (a) | 2,841,300 | ||||
| 300,000 | QEP Resources, Inc. | 8,832,000 | ||||
| 34,619,100 | ||||||
| Health Care 8.7% | ||||||
| 590,000 | Agilent Technologies, Inc. | 32,992,800 | ||||
| 200,000 | Medtronic, Inc. | 12,308,000 | ||||
| 200,000 | Merck & Co. Inc. | 11,354,000 | ||||
| 56,654,800 | ||||||
| Insurance 19.3% | ||||||
| 10,000 | Alleghany Corporation (a) | 4,073,800 | ||||
| 34,660 | The Plymouth Rock Company, Inc. Class A (a)(b)(c) | 121,310,000 | ||||
| 125,383,800 | ||||||
| Metals and Mining 2.6% | ||||||
| 150,000 | Cameco Corporation | 3,435,000 | ||||
| 400,000 | Freeport-McMoRan Copper & Gold Inc. | 13,228,000 | ||||
| 16,663,000 | ||||||
| Retailing 3.6% | ||||||
| 400,000 | Tesco PLC ADR | 5,972,000 | ||||
| 260,000 | Walgreen Co. | 17,167,800 | ||||
| 23,139,800 | ||||||
| Shares | Value | |||||
| Semiconductor 11.6% | ||||||
| 600,000 | Analog Devices, Inc. | $ | 31,884,000 | |||
| 292,100 | CEVA, Inc. (a) | 5,129,276 | ||||
| 1,490,000 | Intel Corporation | 38,462,860 | ||||
| 75,476,136 | ||||||
| Software and Services 4.4% | ||||||
| 200,000 | eBay Inc. (a) | 11,048,000 | ||||
| 50,000 | International Business Machines Corporation | 9,624,500 | ||||
| 200,000 | Oracle Corporation | 8,182,000 | ||||
| 28,854,500 | ||||||
| Technology Hardware and Equipment 11.7% | ||||||
| 657,000 | Coherent, Inc. (a) | 42,934,950 | ||||
| 500,000 | Flextronics International Ltd. (a) | 4,620,000 | ||||
| 260,000 | Motorola Solutions, Inc. | 16,715,400 | ||||
| 484,900 | RadiSys Corporation (a) | 1,740,791 | ||||
| 3,000,000 | Sonus Networks, Inc. (a) | 10,110,000 | ||||
| 76,121,141 | ||||||
| Total Common Stocks (cost $277,698,595) | 583,321,006 |
PREFERRED STOCKS 0.2%
| Energy 0.2% | ||||||
| 313,661 | GeoMet, Inc. Series A Convertible Redeemable Preferred Stock (e) | 1,003,715 | ||||
| Total Preferred Stocks (cost $2,027,220) | 1,003,715 |
SHORT-TERM INVESTMENTS 7.7%
| Principal | ||||||
| U.S. Treasury Bills 7.7% | ||||||
| $ | 50,000,000 | U.S. Treasury Bills 0.041% - 0.052%, due 4/3/14 – 4/24/14 (d) | 49,998,891 | |||
| Total Short-term Investments (cost $49,998,891) | 49,998,891 | |||||
| Total Investments (cost $329,724,706) (f)(97.6%) | 634,323,612 | |||||
| Cash, receivables and other assets less liabilities (2.4%) | 15,360,082 | |||||
| Net Assets (100%) | $ | 649,683,694 |
(a) Non-dividend paying.
(b) Affiliate as defined in the Investment Company Act of 1940.
(c) Valued based on Level 3 Inputs – See Note 2.
(d) Valued based on Level 2 Inputs – See Note 2.
(e) Dividends paid in additional shares.
(f) Aggregate cost for Federal tax purposes is substantially the same.
See accompanying notes to statement of investments.
CENTRAL SECURITIES CORPORATION
NOTES TO STATEMENT OF INVESTMENTS
1. Security Valuation – Marketable common and preferred stocks are valued at the last or closing sale price or, if unavailable, at the closing bid price. Short-term investments are valued at amortized cost, which approximates market value. Securities for which no ready market exists are valued at estimated fair value pursuant to procedures adopted by the Board of Directors.
As of March 31, 2014, the tax cost of investments was $329,724,706. Net unrealized appreciation was $304,598,906 consisting of gross unrealized appreciation and gross unrealized depreciation of $312,436,576 and $7,837,670, respectively.
2. Fair Value Measurements – The Corporation’s investments are categorized below in three broad hierarchical levels based on market price observability as follows:
| · | Level 1 – Quoted prices in active markets for identical investments; |
| · | Level 2 – Other significant observable inputs obtained from independent sources, for example, quoted prices for similar investments, or the use of models or other valuation methodologies such as amortized cost for certain short-term investments; |
| · | Level 3 – Significant unobservable inputs including the Corporation’s own assumptions based upon the best information available. Investments categorized as Level 3 include securities in which there is little, if any, market activity. The Corporation’s Level 3 investments consist of The Plymouth Rock Company, Inc. and Aerogroup International, Inc. |
The designated Level for a security is not necessarily an indication of the risk associated with investing in that security.
The Corporation’s investments as of March 31, 2014 are classified as shown below:
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| Common stocks | $ | 461,462,406 | - | $ | 121,858,600 | $ | 583,321,006 | |||||
| Preferred stocks | 1,003,715 | - | - | 1,003,715 | ||||||||
| Short-term investments | - | 49,998,891 | - | 49,998,891 | ||||||||
| Total investments | $ | 462,466,121 | $ | 49,998,891 | $ | 121,858,600 | $ | 634,323,612 |
The Corporation’s investment in GeoMet, Inc. Series A Preferred Stock will transfer from Level 1 to Level 2 if there are no actual market trades in the security on a valuation date. The security will transfer back to Level 1 if there are market trades on a subsequent valuation date. On March 31, 2014, and December 31, 2013, this investment was considered Level 1, and its value was based on the closing sale price. There were no other transfers of investments between Levels 1, 2 and 3 during the three months ended March 31, 2014.
The following is a reconciliation of the change in the value of Level 3 investments:
| Balance at December 31, 2013 | $ | 111,451,400 | |
| Net realized gains and change in net unrealized | |||
| appreciation of investments included in net | |||
| increase in net assets resulting from operations | 10,407,200 | ||
| Sales | - | ||
| Balance at March 31, 2014 | $ | 121,858,600 |
Unrealized appreciation of Level 3 investments held as of March 31, 2014 increased by $10,407,200 during the three months ended March 31, 2014, which is included in the above table. In valuing Level 3 investments, the Corporation’s management considers the results of various valuation methods. Consideration is also given to corporate governance, marketability, professional appraisals, transaction prices, company and industry results and outlooks, and general market conditions. Management recommends a value for each investment in light of all the information available. This information is presented to and discussed with the Corporation’s Board of Directors, which selects the value. The determination of fair value involves subjective judgments. As a result, using fair value to price a security may result in a price materially different from the price used by other investors or the price that may be realized upon the actual sale of the security.
In valuing the Plymouth Rock Level 3 investment as of March 31, 2014, management used a number of significant unobservable inputs to develop a range of possible values for the investment. It used a comparable company approach that applied average market multiples from selected publicly traded companies to financial information from each of Plymouth Rock’s major business segments. The market multiples used were price-to-book value, price-to-earnings and price-to-revenue. Management also used a discounted cash flow model based on forecasted earnings growth rates ranging from 2.5%-4% and a weighted average cost of capital of 11%. An independent valuation of and transactions in Plymouth Rock’s shares were also considered. The values obtained from weighting the three methods described above (with greater weight given to the comparable company approach) were then discounted by 20% and 40% for lack of marketability, which represents the range of rates management believes market participants would apply. The resulting range of values, together with the underlying support, other information about Plymouth Rock’s financial condition and results of operations and its industry outlook, were considered by management, which recommended a value for the investment. All of this information was subsequently considered by the Corporation’s directors, who selected the value.
Significant increases (decreases) in the value of the price-to-book value multiple, price-to-earnings multiple, price-to-revenue multiple and earnings growth rate in isolation would result in a higher (lower) range of fair value measurements. Significant increases (decreases) in the value of the discount for lack of marketability or weighted average cost of capital in isolation would result in a lower (higher) range of fair value measurements.
3. Restricted Securities - The Corporation from time to time invests in securities the resale of which is restricted. The Corporation does not have the right to demand registration of the restricted securities. On March 31, 2014, such investments had an aggregate value of $121,858,600, which was equal to 18.8% of the Corporation’s net assets. Investments in restricted securities at March 31, 2014, including acquisition dates and cost, were:
| Company | Shares | Security | Date Acquired | Cost | ||||
| AeroGroup International, Inc. | 20,000 | Common Stock | 6/14/05 | $ | 11,719 | |||
| The Plymouth Rock Company, Inc. | 34,660 | Class A Common Stock | 12/15/82 | 866,500 |
Item 2. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers have concluded that the Registrant’s
Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date
within 90 days of the filing date of this report.
(b) Internal Control Over Financial Reporting. During the last fiscal quarter, there was no significant change in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 3. Exhibits.
(a) Certifications.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTRAL SECURITIES CORPORATION
By: /s/ Wilmot H. Kidd
President
Date: May 14, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Wilmot H. Kidd
President
Date: May 14, 2014
By: /s/ Lawrence P. Vogel
Vice President and Treasurer
Date: May 14, 2014
Exhibit 99
I Wilmot H. Kidd, certify that:
1. I have reviewed this report on Form N-Q of Central Securities Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 14, 2014 | /s/ Wilmot H. Kidd |
| Date | Signature |
| President | |
| Title |
I Lawrence P. Vogel, certify that:
1. I have reviewed this report on Form N-Q of Central Securities Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 14, 2014 | /s/ Lawrence P. Vogel |
| Date | Signature |
| VP and Treasurer | |
| Title |