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: September 30, 2017

 

 

Item 1. Schedule of Investments.

 

 

 

CENTRAL SECURITIES CORPORATION
Statement of Investments
September 30, 2017
(Unaudited)

COMMON STOCKS 92.8%

Shares       Value
    Banks 6.9%        
300,000   Citigroup Inc.   $   21,822,000
200,000   JPMorgan Chase & Co.       19,102,000
220,000   Wells Fargo & Company       12,133,000
            53,057,000
 
    Commercial Services 2.0%        
700,000   Heritage-Crystal Clean, Inc. (a)       15,225,000
 
    Consumer Durables 1.2%        
700,000   TRI Pointe Group, Inc. (a)       9,667,000
 
    Consumer Services 0.6%        
30,000   Wynn Resorts Ltd.       4,467,600
 
    Diversified Financial 10.4%        
150,000   American Express Company       13,569,000
400,000   The Bank of New York Mellon Corporation       21,208,000
10   Berkshire Hathaway Inc. Class A (a)       2,747,400
290,000   Capital One Financial Corporation       24,551,400
210,000   The Charles Schwab Corporation       9,185,400
200,000   Encore Capital Group, Inc. (a)       8,860,000
            80,121,200
 
    Diversified Industrial 5.1%        
400,000   Brady Corporation Class A       15,180,000
307,000   General Electric Company       7,423,260
70,000   Roper Technologies, Inc.       17,038,000
            39,641,260
 
    Energy 3.0%        
470,000   Hess Corporation       22,038,300
61,000   Murphy Oil Corporation       1,620,160
            23,658,460
 
    Health Care 5.6%        
85,000   Johnson & Johnson       11,050,850
250,000   Medtronic plc       19,442,500
200,000   Merck & Co. Inc.       12,806,000
            43,299,350
 
    Insurance 20.2%        
21,000   Alleghany Corporation (a)       11,634,210
100,000   Kinsale Capital Group, Inc.       4,317,000
28,424   The Plymouth Rock Company, Inc. Class A (b)(c)       132,171,600
160,000   Progressive Corporation       7,747,200
            155,870,010

 

     
     

Shares       Value
    Media 3.2%        
18,000   Cable One, Inc.   $   12,998,160
210,000   Liberty Global plc Class C (a)       6,867,000
200,000   Liberty Global plc LiLAC Class C (a)       4,660,000
            24,525,160
 
    Metals and Mining 0.3%        
150,000   Freeport-McMoRan Inc. (a)       2,106,000
 
    Real Estate 2.9%        
110,000   Kennedy-Wilson Holdings, Inc.       2,040,500
700,000   Rayonier Inc.       20,223,000
            22,263,500
 
    Retailing 2.8%        
13,000   Amazon.com, Inc. (a)       12,497,550
100,000   Tiffany & Co.       9,178,000
            21,675,550
 
    Semiconductor 9.4%        
450,000   Analog Devices, Inc.       38,776,500
880,000   Intel Corporation       33,510,400
            72,286,900
 
    Software and Services 2.2%        
10,000   Alphabet Inc. Class A (a)       9,737,200
100,000   Microsoft Corporation       7,449,000
            17,186,200
 
    Technology Hardware and Equipment 17.0%        
355,000   Coherent, Inc. (a)       83,485,350
310,000   Keysight Technologies, Inc. (a)       12,914,600
300,000   Motorola Solutions, Inc.       25,461,000
1,195,500   Sonus Networks, Inc. (a)       9,145,575
            131,006,525
 
    Total Common Stocks (cost $315,036,679)       716,056,715

 

SHORT-TERM INVESTMENTS 6.9%

Principal   U.S. Treasury Bills 6.9%        
$   53,000,000   U.S. Treasury Bills 0.90% - 1.09%, due 10/5/17 – 10/19/17 (d)        
        (cost $52,984,756)       52,984,756
                 
        Total Investments (cost $368,021,435) (e)(99.7%)       769,041,471
                 
        Cash, receivables and other assets less liabilities (.3%)       2,338,493
                 
        Net Assets (100%)   $   771,379,964

 

(a) Non-dividend paying.

(b) Affiliate as defined in the Investment Company Act of 1940 and restricted. See Notes 3 and 4.

(c) Valued based on Level 3 Inputs. See Note 2.

(d) Valued based on Level 2 Inputs. See Note 2.

(e) 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 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 fair value. Securities for which no ready market exists are valued at estimated fair value pursuant to procedures adopted by the Board of Directors. 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.

 

As of September 30, 2017, the tax cost of investments was $368,021,435. Net unrealized appreciation was $401,020,036 consisting of gross unrealized appreciation and gross unrealized depreciation of $411,397,473 and $10,377,437, 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 in active markets for similar investments;
·Level 3 – Significant unobservable inputs including the Corporation’s own assumptions based upon the best information available. The Corporation’s only Level 3 investment is The Plymouth Rock Company, Inc. Class A Common Stock (“Plymouth Rock”).

 

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 September 30, 2017 are classified as follows:

 

    Level 1   Level 2   Level 3   Total
Common stocks   $ 583,885,115     -   $ 132,171,600   $ 716,056,715
Short-term investments     -   $ 52,984,756     -     52,984,756
Total investments   $ 583,885,115   $ 52,984,756   $ 132,171,600   $ 769,041,471

The following is a reconciliation of the change in the value of Level 3 investments:

 

Balance at December 31, 2016   $ 125,065,600
Change in net unrealized appreciation      
of investments included in net increase      
in net assets resulting from operations   7,106,000
Balance at September 30, 2017   $ 132,171,600

 

Unrealized appreciation of Level 3 investments held as of September 30, 2017 increased by $7,106,000 during the nine months ended September 30, 2017, which is included in the above table.

 

In valuing the Plymouth Rock Level 3 investment as of September 30, 2017, 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 utilized the following valuation multiples from selected publicly traded companies: price-to-book value (range: 0.7 – 2.9); price-to-earnings (range: 8.4 – 40.1); and price-to-revenue (range: 0.4 – 1.3). Management also used a discounted cash flow model based on a forecasted return on equity ranging from 7%-8% and a weighted average cost of capital of 10%.  An independent valuation of Plymouth Rock’s shares was also considered. The value obtained from weighting the three approaches described above (with greater weight given to the comparable company approach) was then discounted for the lack of marketability by 20% and 40%, a range 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, its corporate governance, the insurance industry outlook and transacted values in Plymouth Rock’s shares, were also considered. These values as multiples of Plymouth Rock’s book value were also considered. Based upon all of the above information, the Corporation’s directors selected the value for the investment which implied a discount for lack of marketability in the higher end of the above range.

 

 

Significant increases (decreases) in the value of the price-to-book value multiple, price-to-earnings multiple, price-to-revenue multiple and return on equity 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 may from time to time invest in securities the resale of which is restricted. On September 30, 2017, the Corporation’s only restricted security consisted of 28,424 shares of Plymouth Rock Class A stock that were acquired on December 15, 1982 at a cost of $710,600. This security had a value of $132,171,600 at September 30, 2017, which was equal to 17.1% of the Corporation’s net assets. The Corporation does not have the right to demand registration of the Plymouth Rock shares.

 

4. Affiliated Companies – Plymouth Rock is an affiliated company as defined in the Investment Company Act of 1940 due to the Corporation’s ownership of 5% or more of Plymouth Rock’s outstanding voting shares. During the nine months ended September 30, 2017, unrealized appreciation from the Corporation’s investment in Plymouth Rock increased by $7,106,000 and the Corporation received dividends of $4,451,767 from Plymouth Rock. The President of the Corporation is a director of Plymouth Rock.

 

 

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: October 31, 2017

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: October 31, 2017

By: /s/    Lawrence P. Vogel
           Vice President and Treasurer

 

Date: October 31, 2017