UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-179
Name of registrant as specified in charter: Central Securities Corporation
Address of principal executive offices:
630 Fifth Avenue
Suite 820
New York, New York 10111
Name and address of agent for service:
Central Securities Corporation, Wilmot H. Kidd, President
630 Fifth Avenue
Suite 820
New York, New York 10111
Registrants telephone number, including area code: 212-698-2020
Date of fiscal year end: December 31, 2010
Date of reporting period: December 31, 2010
Item 1. Reports to Stockholders.
CENTRAL SECURITIES CORPORATION
EIGHTY-SECOND ANNUAL REPORT
2010
SIGNS OF THE TIMES
In 2010, total traffic crossing the internet was roughly 245 exabytes. This is greater than all the previous years combined. Over the next five years, a billion more people will join the global online community with 15 billion new connected devices including PCs, tablets, embedded devices and smart TVs. We estimate this will increase the data footprint across the Internet to over 1,000 exabytes. More people, more devices, more usages. (Paul S. Otellini, CEO, Intel Corporation, Annual Earnings Conference Call, January 13, 2011)
The statistics are daunting. China supports 20 percent of the worlds population, but has only 7 percent of the worlds arable land, 7 percent of the worlds fresh water, 3 percent of the worlds forests, 2 percent of the worlds oil, and 1 percent of its natural gas. Planners know that the country must grow at 7 percent a year to absorb new arrivals in the workforce. Resources must come from elsewhere. By 2008 the booming Chinese economy absorbed 47 percent of the worlds production of iron ore, 32 percent of its aluminum, and 25 percent of its copper. The pace has only gotten hotter each year since .International competition for energy is already ferocious, if peaceful, and a source of political friction. (Nicholas Platt, China Boys, 2009)
Just last month, the Energy Department more than doubled estimates of recoverable shale reserves to 827 trillion cubic feet, the energy equivalent of roughly 140 billion barrels of oil. Thats slightly greater than the proven oil reserves of Iran, the worlds third largest repository of crude.
As gas reserves have ballooned, so has the potential to help solve decades-old policy conundrums, starting with an addiction to foreign oil. Last year, the tab for the 12 million barrels of oil the nation imports daily came to around $260 billion, accounting for roughly half the total trade deficit.
Gas can be used directly in vehicles and to generate electricity. So it offers great hope of kicking the habit. By shifting Americas gasoline-guzzling heavy vehicle fleet and buses to natural gas the United States could cancel orders for up to three million barrels of oil a day. This could shave $100 billion off the annual trade deficit at current oil prices. (Christopher Swann, The New York Times, January 17, 2011)
China is poised to overtake the U.S. as the worlds largest manufacturer. The U.S. manufacturing sector, which shrank last year as factories slashed output during the recession, is growing again. But Chinas manufacturing sector-measured in value-added terms, which tallies the value created at each step of extended production processes-should eclipse that of the U.S. in 2013. (The Wall Street Journal, June 22, 2010)
Entering 2011, our currency crystal ball doesnt seem to be getting any clearer. All the major regions remain trapped in post-crisis macroeconomic strategies that are either inconsistent, incoherent, or both. US budget policy is deliciously contradictory, cutting taxes while promising to balance the budget later, expanding entitlements while vowing to rein them in later. And because the dollar is so popular, the US is being sure to print lots. (Kenneth Rogoff, Financial Times, January 13, 2011)
[ 2 ]
CENTRAL SECURITIES CORPORATION
(Organized on October 1, 1929 as an investment company, registered as such with the Securities
and Exchange Commission under the provisions of the Investment Company Act of 1940.)
TWENTY-YEAR HISTORICAL DATA
Per Share of Common Stock | |||||||
|
|||||||
Year | Total net assets |
Net asset value |
Net investment income |
Dividends* | Distributions* | Net realized investment gain |
Unrealized appreciation of investments at end of year |
|
|
|
|
|
|
|
|
1990 | $111,152,013 | $10.00 | $ 25,940,819 | ||||
1991 | 131,639,511 | 11.87 | $.14 | $.14 | $ .56** | $7,321,233 | 43,465,583 |
1992 | 165,599,864 | 14.33 | .12 | .20 | .66 | 8,304,369 | 70,586,429 |
1993 | 218,868,360 | 17.90 | .14 | .18 | 1.42 | 16,407,909 | 111,304,454 |
1994 | 226,639,144 | 17.60 | .23 | .22 | 1.39 | 16,339,601 | 109,278,788 |
1995 | 292,547,559 | 21.74 | .31 | .33 | 1.60 | 20,112,563 | 162,016,798 |
1996 | 356,685,785 | 25.64 | .27 | .28 | 1.37 | 18,154,136 | 214,721,981 |
1997 | 434,423,053 | 29.97 | .24 | .34 | 2.08 | 30,133,125 | 273,760,444 |
1998 | 476,463,575 | 31.43 | .29 | .29 | 1.65 | 22,908,091 | 301,750,135 |
1999 | 590,655,679 | 35.05 | .26 | .26 | 2.34 | 43,205,449 | 394,282,360 |
2000 | 596,289,086 | 32.94 | .32 | .32 | 4.03 | 65,921,671 | 363,263,634 |
2001 | 539,839,060 | 28.54 | .18 | .22 | 1.58** | 13,662,612 | 304,887,640 |
2002 | 361,942,568 | 18.72 | .14 | .14 | 1.11 | 22,869,274 | 119,501,484 |
2003 | 478,959,218 | 24.32 | .09 | .11 | 1.29 | 24,761,313 | 229,388,141 |
2004 | 529,468,675 | 26.44 | .11 | .11 | 1.21 | 25,103,157 | 271,710,179 |
2005 | 573,979,905 | 27.65 | .28 | .28 | 1.72 | 31,669,417 | 302,381,671 |
2006 | 617,167,026 | 30.05 | .36 | .58 | 1.64 | 36,468,013 | 351,924,627 |
2007 | 644,822,724 | 30.15 | .38 | .52 | 1.88 | 42,124,417 | 356,551,394 |
2008 | 397,353,061 | 17.79 | .39 | .36 | 2.10 | 43,582,234 | 94,752,477 |
2009 | 504,029,743 | 22.32 | .29 | .33 | .32 | 7,663,021 | 197,256,447 |
2010 | 593,524,167 | 26.06 | .45 | .46 | .44 | 11,269,517 | 281,081,168 |
* |
Computed on the basis of the Corporations status as a regulated investment company for Federal income tax purposes. Dividends are from ordinary income which includes short-term investment gains. Distributions are from long-term investment gains. |
** |
Includes a non-taxable return of capital of $.11 in 1991 and $.55 in 2001. |
The Common Stock is listed on the NYSE Amex under the symbol CET. On December 31, 2010, the market quotations were: $21.82 low, $22.04 high and $21.97 last sale.
[ 3 ]
TWENTY-YEAR INVESTMENT RESULTS
ASSUMING AN INITIAL INVESTMENT OF $10,000
(unaudited)
Centrals results to December 31, 2010 versus the S&P 500 Index:
Average Annual Total Return | Centrals NAV Return |
Centrals Market Return |
Index | ||||||
|
|
|
|
||||||
One Year | 21.73 | % | 27.14 | % | 15.06 | % | |||
Five Year | 6.70 | % | 6.26 | % | 2.29 | % | |||
Ten Year | 5.25 | % | 5.29 | % | 1.41 | % | |||
Fifteen Year | 10.13 | % | 8.81 | % | 6.76 | % | |||
Twenty Year | 14.05 | % | 14.62 | % | 9.13 | % | |||
Value of $10,000 invested for a twenty-year period | $138,746 | $153,069 | $57,499 |
The Corporations total returns reflect changes in market price or net asset value, as applicable, and assume reinvestment of all distributions. Distributions that are payable only in cash are assumed to be reinvested on the payable date of the distribution at the market price or net asset value, as applicable. Distributions that may be taken in shares are assumed to be reinvested at the price designated by the Corporation. Total returns do not reflect any transaction costs on investments or the deduction of taxes that investors may pay on distributions or the sale of shares.
The Standard & Poors 500 Composite Stock Price Index (the S&P 500 Index) is an unmanaged benchmark of large U.S. corporations that assumes reinvestment of all distributions, and excludes the effect of fees, expenses, taxes, and sales charges.
Performance data represents past performance and does not guarantee future investment results.
[ 4 ]
To the Stockholders of
CENTRAL SECURITIES CORPORATION:
Financial statements for the year 2010, as reported upon by our independent registered public accounting firm, and other pertinent information are submitted herewith.
Comparative net assets are as follows:
December 31, 2010 |
December 31, 2009 |
|||||
|
|
|||||
Net assets | $ | 593,524,167 | $ | 504,029,743 | ||
Net assets per share of Common Stock | 26.06 | 22.32 | ||||
Shares of Common Stock outstanding | 22,779,391 | 22,585,259 | ||||
Comparative operating results are as follows: | ||||||
Year 2010 | Year 2009 | |||||
|
|
|||||
Net investment income | $ | 10,211,569 | $ | 6,378,588 | ||
Per share of Common Stock | .45 | * | .29 | * | ||
Net realized gain on sale of investments | 11,269,517 | 7,663,021 | ||||
Increase in net unrealized appreciation | ||||||
of investments | 83,824,721 | 102,503,970 | ||||
Increase in net assets resulting from operations | 105,305,807 | 116,545,579 |
* |
Per-share data are based on the average number of Common shares outstanding during the year. |
The Corporation declared two distributions to holders of Common Stock in 2010, $.20 per share paid on July 12 in cash, and $.70 per share paid on December 22 in cash or in additional shares of Common Stock at the stockholders option. For Federal income tax purposes, of the $.90 paid, $.46 represents ordinary income and $.44 represents long-term capital gains. Separate tax notices have been mailed to stockholders. With respect to state and local taxes, the character of distributions may vary. Stockholders should consult with their tax advisors on this matter.
In the distribution paid in December, the holders of 42% of the outstanding shares of Common Stock elected stock, and they received 318,299 Common shares at a price of $20.95 per share.
During 2010, the Corporation purchased 124,167 shares of its Common Stock at an average price of $18.17 per share. The Corporation may from time to time purchase Common Stock in such amounts and at such prices as the Board of Directors may deem advisable in the best interests of stockholders. Purchases may be made on the NYSE Amex or in private transactions directly with stockholders.
[ 5 ]
In 2010 Centrals net asset value adjusted for the reinvestment of distributions increased by 21.7% compared with an increase in the S&P 500 Index of 15.1%. Central shares increased by 27.1% as the discount at which the stock sells in relation to its net asset value narrowed. Longer term results are shown on page four.
The stock market moved up from February to May based on economic optimism and low interest rates. It then retreated until the end of August on concerns about an economic slowdown before beginning an upward move which lasted until year end. Against this backdrop we made only a limited number of investment changes and turnover was only seven percent. We added four companies and sold three in addition to a number of increases and decreases in our existing holdings as indicated in quarterly reports to stockholders. Canadian Oil Sands Limited, QEP Resources, Inc, JP Morgan Chase & Co. and China Mobile Limited are the new investments. We sold Dover Corporation, Cenovus Energy Inc. and Erie Indemnity Inc. We ended the year with forty-one investments.
Centrals 2010 increase in net asset value came in large part from increases in our technology and semiconductor companies, particularly Agilent Technologies, Inc., Coherent, Inc, Analog Devices, Inc., and CEVA, Inc. Their contribution was followed by that of Plymouth Rock and then the diversified industrial companies, Roper Industries, Inc., Dover Corporation, Precision Castparts Corp., Brady Corporation, and Carlisle Companies, Inc. Energy companies, primarily Murphy Oil Corporation and McMoRan Exploration Co, also contributed. RadiSys Corporation, GeoMet Inc. and Medtronic Inc. detracted from our 2010 results. Many of our technology, semiconductor and diversified industrial companies reported strong earnings which resulted from inventory restocking, underlying market demand and more efficient operations. Much of the demand has come from emerging markets in Asia.
Our largest investment continues to be Plymouth Rock, a privately held insurance related underwriting and management company, in which we have a 38% interest and which represents 28% of Centrals net assets. Audited financial statements are not yet available, but we expect net income to be close to the $42.7 million that Plymouth Rock earned in 2009 after excluding the nonrecurring $8.8 million gain on the sale of its investment in Response Insurance. Operating results in Massachusetts which had been a concern at this time last year have improved. In New Jersey, on the other hand, the market is the most competitive it has been since the company first entered the state in 1992. Judging from the increases being sought, rate inadequacy has affected almost all personal lines insurers operating in the state and Palisades more than some. In January, Plymouth Rock announced that it will merge its two New Jersey Management companies into a single company that will incorporate the name Plymouth Rock. The company believes this change will result in significant efficiencies and reduced duplication of effort. We expect that the Plymouth Rock annual report, containing, as usual, a thorough discussion of its business as well as audited financial results for 2010, will be placed on the companys website, www.prac.com, in early April.
In September, the National Bureau of Economic Research made its official pronouncement that the end of the recession, which began in December 2007, occurred in June of 2009, making it the longest of any recession since World War II. It may be remembered that compounding the effect of the recession, a financial panic erupted in September 2008 and lasted until the spring of 2009. It became clear this past November when the Federal Reserve made public the list of recipients of its emergency lending that it had been the international lender of last resort. Not only were United
[ 6 ]
States banks aided, but a whole host of foreign banks as well. It would be a mistake to eliminate the Federal Reserve or limit its independence as some have suggested. Just as we have municipal fire departments to keep fires from burning out of control and causing general conflagration, we need a central bank to limit the damage from a financial crisis. In the opinion of some economists the 1929 depression was so deep, wide and prolonged because Great Britain was not able to act as an international lender of last resort and the United States was unwilling. The actions of the Federal Reserve in the past few years stand in marked contrast to those taken in the 1930s and we, as investors, owe a debt of gratitude to those responsible.
Although an economic recovery is underway, our economy is still being supported by the Federal Reserve. The structural imbalances indicated by our trade and Federal budget deficits (both should be balanced over time) still exist. High unemployment complicates things. An environment which fosters responsible long-term saving and investment would help. When businesses see profitable opportunities they will add workers. We hope that the Administration in Washington can lead the country in this direction.
Centrals investment approach is based on patient, long-term value investing. A great many investors have a shorter time horizon but we believe that Centrals ability to take a longer view has been advantageous for shareholders. We have employed a number of different strategies but free cash flow and its profitable reinvestment are critical to our thinking. We look for companies which can produce free cash and, importantly, have a management that can find and capitalize on profitable investment opportunities, including those created through internal research and development, or return cash to shareholders as dividends or in share repurchases. Finally, the past few years have demonstrated the importance of a strong financial position that can withstand financial stress. Strong balance sheets are important to us because we often hold investments for many years.
Our practice has been to keep our assets invested in a relatively small number of companies with a limited amount of turnover. We believe that the risk associated with this approach can be reduced by having intimate knowledge of the companies in which we invest. Ideally, we want to own shares in growing, high return businesses managed with a long-term perspective, a sense of fair balance amongst the interests of shareholders and employees, and unquestioned integrity.
The past decade has been very difficult for investors. In spite of this, it remains our goal to provide shareholders with investment returns that will be judged as superior over the long-term. We believe that under reasonably favorable economic conditions our approach will continue to provide satisfactory results.
Shareholder inquiries are welcome.
CENTRAL SECURITIES CORPORATION
WILMOT H. KIDD, President
630 Fifth Avenue
New York, New York 10111
January 26, 2011
[ 7 ]
TEN LARGEST INVESTMENTS
December 31, 2010
(unaudited)
Cost (mil.) |
Value (mil.) |
% of Net Assets |
Year First Acquired |
||||||
|
|
|
|
||||||
The Plymouth Rock Company, Inc. | $ | 2.2 | $ | 168.0 | 28.3 | % | 1982 | ||
Plymouth Rock underwrites and services more than $1 billion in | |||||||||
automobile and homeowners premiums in the Northeast. It was founded | |||||||||
in 1982 and has grown both organically and through acquisitions. | |||||||||
|
|||||||||
Agilent Technologies, Inc. | 21.9 | 38.1 | 6.4 | 2005 | |||||
Agilent, with $5.4 billion in sales, makes test, measurement, monitoring | |||||||||
and analytical instruments for the life sciences, chemical analysis and | |||||||||
electronics markets. | |||||||||
|
|||||||||
Coherent, Inc. | 22.0 | 36.2 | 6.1 | 2007 | |||||
Coherent is a leading producer of commercial and scientific laser systems | |||||||||
and components with over $600 million in sales to diverse end-markets. | |||||||||
|
|||||||||
Analog Devices, Inc. | 9.6 | 25.8 | 4.3 | 1987 | |||||
Analog Devices designs, manufactures and markets integrated circuits | |||||||||
used in analog and digital signal processing, and has $2.8 billion in | |||||||||
global product sales to industrial, communications, consumer, | |||||||||
automotive & computer end-markets. | |||||||||
|
|||||||||
Brady Corporation | 2.3 | 24.5 | 4.1 | 1984 | |||||
Brady produces high-performance labels and signs, safety devices, and | |||||||||
printing systems and software used to identify and protect people, places | |||||||||
and property. Brady has sales of over $1.2 billion from its more than | |||||||||
50,000 products. | |||||||||
|
|||||||||
Convergys Corporation | 24.8 | 22.4 | 3.8 | 1998 | |||||
Convergys primarily provides customer relationship solutions through | |||||||||
customer care agents and technology automation. Convergys has sales of | |||||||||
over $2.8 billion. | |||||||||
|
|||||||||
Murphy Oil Corporation | 1.0 | 20.9 | 3.5 | 1974 | |||||
Murphy Oil is an integrated oil and gas company engaged in exploration, | |||||||||
production, refining and marketing. It has over $19 billion in sales, with | |||||||||
operations in Malaysia, the U.S., Canada and the U.K. | |||||||||
|
|||||||||
The Bank of New York Mellon Corporation | 12.2 | 20.4 | 3.4 | 1993 | |||||
Bank of New York is a global leader in custodial services, securities | |||||||||
processing and asset management with over $24 trillion in assets under | |||||||||
custody and over $1.1 trillion under management. | |||||||||
|
|||||||||
Intel Corporation | 5.2 | 20.3 | 3.4 | 1986 | |||||
Intel is the worlds largest semiconductor chip maker, based on revenue | |||||||||
of over $43 billion. It develops advanced integrated circuits for | |||||||||
industries such as computing and communications. | |||||||||
|
|||||||||
CEVA, Inc. | 9.8 | 18.4 | 3.1 | 2009 | |||||
CEVA licenses digital signal processing designs to the semiconductor | |||||||||
industry, and has sales of $38 million. CEVAs designs are used for | |||||||||
cellular connectivity and multimedia processing in handheld and other | |||||||||
consumer electronics devices. |
[ 8 ]
DIVERSIFICATION OF INVESTMENTS
December 31, 2010
(unaudited)
Percent of Net Assets December 31, |
|||||||||||
|
|||||||||||
Issues | Cost | Value | 2010 | 2009* | |||||||
|
|
|
|
|
|||||||
Common Stocks: | |||||||||||
Insurance | 1 | $ | 2,199,986 | $ | 168,000,000 | 28.3 | % | 30.6 | % | ||
Technology Hardware and Equipment | 6 | 84,841,176 | 102,968,340 | 17.4 | 15.2 | ||||||
Energy | 8 | 60,857,099 | 76,140,913 | 12.8 | 9.9 | ||||||
Diversified Industrial | 5 | 32,912,514 | 69,244,500 | 11.7 | 14.3 | ||||||
Semiconductor | 4 | 27,219,281 | 67,478,013 | 11.4 | 7.9 | ||||||
Software and Services | 2 | 38,678,911 | 33,793,800 | 5.7 | 5.3 | ||||||
Banking and Finance | 4 | 19,528,016 | 29,850,682 | 5.0 | 4.5 | ||||||
Other | 11 | 46,805,696 | 46,498,700 | 7.8 | 8.4 | ||||||
Preferred Stocks: | |||||||||||
Energy | 1 | 2,027,220 | 2,176,119 | 0.4 | - | ||||||
Short-Term Investments | 1 | 677,010 | 677,010 | 0.1 | 3.8 | ||||||
* |
Reclassified for comparative purposes. |
PRINCIPAL PORTFOLIO CHANGES
October 1 to December 31, 2010
(Common Stock unless specified otherwise)
(unaudited)
Number of Shares | |||||
|
|||||
Purchased | Sold | Held December 31, 2010 |
|||
|
|
|
|||
Canadian Oil Sands Ltd. (a) | 350,000 | 350,000 | |||
Cenovus Energy Inc. | 100,000 | | |||
China Mobile Ltd. ADR | 30,000 | 30,000 | |||
Coherent, Inc. | 16,600 | 801,000 | |||
Dover Corporation | 200,000 | | |||
GeoMet, Inc. Series A Convertible Redeemable | |||||
Preferred Stock | 7,531 | (b) | 210,253 | ||
Home Federal Bancorp, Inc. | 63,400 | 171,600 | |||
Maxim Integrated Products, Inc. | 173,011 | 126,989 | |||
Motorola, Inc. | 150,000 | 500,000 | |||
NewStar Financial, Inc. | 15,100 | 295,000 | |||
QEP Resources, Inc. | 132,300 | 252,300 | (c) | ||
Roper Industries, Inc. | 20,000 | 200,000 | |||
(a) |
Formerly known as Canadian Oil Sands Trust. |
(b) |
Received as a dividend. |
(c) |
Includes shares previously reported as Miscellaneous investments. |
[ 9 ]
CENTRAL SECURITIES CORPORATION
Statement of Investments
December 31, 2010
Shares | Value | |||
|
|
|||
COMMON STOCKS 100.1% | ||||
Banking and Finance 5.0% | ||||
675,000 | The Bank of New York Mellon Corporation | $ | 20,385,000 | |
171,600 | Home Federal Bancorp, Inc. | 2,105,532 | ||
100,000 | JPMorgan Chase & Co. | 4,242,000 | ||
295,000 | NewStar Financial, Inc. (a) | 3,118,150 | ||
|
|
|||
29,850,682 | ||||
|
|
|||
Commercial Services 0.7% | ||||
400,000 | Heritage-Crystal Clean, Inc. (a) | 4,024,000 | ||
|
|
|||
Diversified Industrial 11.7% | ||||
750,000 | Brady Corporation Class A | 24,457,500 | ||
300,000 | Carlisle Companies Inc. | 11,922,000 | ||
200,000 | General Electric Company | 3,658,000 | ||
100,000 | Precision Castparts Corporation | 13,921,000 | ||
200,000 | Roper Industries, Inc. | 15,286,000 | ||
|
|
|||
69,244,500 | ||||
|
|
|||
Energy 12.8% | ||||
350,000 | Canadian Oil Sands Ltd. (f) | 9,299,500 | ||
200,000 | Devon Energy Corporation | 15,702,000 | ||
100,000 | EnCana Corporation | 2,912,000 | ||
2,000,000 | GeoMet, Inc. (a)(b) | 2,300,000 | ||
660,000 | McMoRan Exploration Co. (a) | 11,312,400 | ||
280,000 | Murphy Oil Corporation | 20,874,000 | ||
200,000 | Nexen Inc. | 4,580,000 | ||
252,300 | QEP Resources, Inc. | 9,161,013 | ||
|
|
|||
76,140,913 | ||||
|
|
|||
Health Care 2.7% | ||||
120,000 | Abbott Laboratories | 5,749,200 | ||
100,000 | Johnson & Johnson | 6,185,000 | ||
100,000 | Medtronic, Inc. | 3,709,000 | ||
270,000 | Vical Inc. (a) | 545,400 | ||
|
|
|||
16,188,600 | ||||
|
|
|||
Insurance 28.3% | ||||
70,000 | The Plymouth Rock Company, Inc. | |||
Class A (b)(c) | 168,000,000 | |||
|
|
|||
Retailing 1.6% | ||||
20,000 | Aerogroup International, Inc. (a)(c) | 455,000 | ||
230,000 | Walgreen Co. | 8,960,800 | ||
|
|
|||
9,415,800 | ||||
|
|
[ 10 ]
Shares | Value | ||||
|
|
||||
Semiconductor 11.4% | |||||
684,900 | Analog Devices, Inc. | $ | 25,800,183 | ||
896,800 | CEVA, Inc. (a) | 18,384,400 | |||
965,000 | Intel Corporation | 20,293,950 | |||
126,989 | Maxim Integrated Products, Inc. | 2,999,480 | |||
|
|
||||
67,478,013 | |||||
|
|
||||
Software and Services 5.7% | |||||
1,700,000 | Convergys Corporation (a) | 22,389,000 | |||
990,000 | Xerox Corporation | 11,404,800 | |||
|
|
||||
33,793,800 | |||||
|
|
||||
Technology Hardware and Equipment 17.4% | |||||
920,000 | Agilent Technologies, Inc. (a)(e) | 38,115,600 | |||
801,000 | Coherent, Inc. (a)(e) | 36,157,140 | |||
630,000 | Flextronics International Ltd. (a) | 4,945,500 | |||
500,000 | Motorola, Inc. (a) | 4,535,000 | |||
1,190,000 | RadiSys Corporation (a) | 10,591,000 | |||
3,230,000 | Sonus Networks, Inc. (a) | 8,624,100 | |||
|
|
||||
102,968,340 | |||||
|
|
||||
Telecommunication Services 2.8% | |||||
250,000 | Arbinet Corporation (a) | 2,102,500 | |||
200,000 | AT&T Inc. | 5,876,000 | |||
30,000 | China Mobile Ltd. ADR | 1,488,600 | |||
280,000 | Vodafone Group Plc. ADR | 7,403,200 | |||
|
|
||||
16,870,300 | |||||
|
|
||||
Total Common Stocks | |||||
(cost $313,042,679) | 593,974,948 | ||||
|
|
||||
PREFERRED STOCKS 0.4% | |||||
Energy 0.4% | |||||
210,253 | GeoMet, Inc. Series A Convertible Redeemable | ||||
Preferred Stock (b) (cost $2,027,220) | 2,176,119 | ||||
|
|
||||
SHORT-TERM INVESTMENTS 0.1% | |||||
Money Market Fund 0.1% | |||||
677,010 | Fidelity Institutional Money Market | ||||
Government Portfolio (cost $677,010) | 677,010 | ||||
|
|
||||
Total Investments | |||||
(cost $315,746,909) (d)(100.6%) | 596,828,077 | ||||
Cash, receivables and other assets | |||||
less liabilities (0.6%) | (3,303,910 | ) | |||
|
|
||||
Net Assets (100%) | $ | 593,524,167 | |||
|
|
(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) |
Aggregate cost for Federal tax purposes is substantially the same. |
(e) |
A portion of this security is pledged to cover outstanding borrowings at December 31, 2010. |
(f) |
Formerly known as Canadian Oil Sands Trust. |
See accompanying notes to financial statements.
[ 11 ]
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2010
ASSETS: | |||||
Investments: | |||||
General portfolio securities at market value | |||||
(cost $297,183,761) (Note 1) | $ | 423,674,948 | |||
Securities of affiliated companies (cost $17,886,138) | |||||
(Notes 1, 5 and 6) | 172,476,119 | ||||
Short-term investments (cost $677,010) | 677,010 | $ | 596,828,077 | ||
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Cash, receivables and other assets: | |||||
Cash | 492,671 | ||||
Receivable for securities sold | 1,317,360 | ||||
Dividends and interest receivable | 211,445 | ||||
Office equipment and leasehold improvements, net | 156,262 | ||||
Other assets | 103,150 | 2,280,888 | |||
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Total Assets | 599,108,965 | ||||
LIABILITIES: | |||||
Bank borrowings | 5,000,000 | ||||
Accrued expenses and reserves | 584,798 | ||||
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Total Liabilities | 5,584,798 | ||||
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NET ASSETS | $ | 593,524,167 | |||
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NET ASSETS are represented by: | |||||
Common Stock $1 par value: authorized | |||||
30,000,000 shares; issued 22,779,391 (Note 3) | $ | 22,779,391 | |||
Surplus: | |||||
Paid-in | $ | 287,582,722 | |||
Undistributed net realized gain on sale | |||||
of investments | 1,901,200 | ||||
Undistributed net investment income | 179,686 | 289,663,608 | |||
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Net unrealized appreciation of investments | 281,081,168 | ||||
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NET ASSETS | $ | 593,524,167 | |||
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NET ASSETS VALUE PER COMMON SHARE | |||||
(22,779,391 shares outstanding) | $26.06 | ||||
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See accompanying notes to financial statements.
[ 12 ]
STATEMENT OF OPERATIONS
For the year ended December 31, 2010
INVESTMENT INCOME | |||||
Income: | |||||
Dividends from affiliated companies (Note 5) | $ | 9,528,400 | |||
Dividends from unaffiliated companies | |||||
(net of foreign withholding taxes of $26,643) | 4,844,615 | ||||
Interest | 4,447 | $ | 14,377,462 | ||
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Expenses: | |||||
Administration and operations | 1,444,662 | ||||
Investment research | 1,384,844 | ||||
Occupancy and office operating expenses | 495,255 | ||||
Legal, auditing and tax preparation fees | 203,385 | ||||
Directors fees | 147,000 | ||||
Franchise and miscellaneous taxes | 107,948 | ||||
Software and information services | 105,263 | ||||
Stockholder communications and meetings | 75,563 | ||||
Transfer agent, registrar and custodian | |||||
fees and expenses | 63,868 | ||||
Travel and related expenses | 43,403 | ||||
Miscellaneous | 94,702 | 4,165,893 | |||
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Net investment income | 10,211,569 | ||||
NET REALIZED AND UNREALIZED GAIN | |||||
ON INVESTMENTS | |||||
Net realized gain from investment transactions | 11,269,517 | ||||
Net increase in unrealized appreciation of investments | 83,824,721 | ||||
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Net gain on investments | 95,094,238 | ||||
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NET INCREASE IN NET ASSETS RESULTING FROM | |||||
OPERATIONS | $ | 105,305,807 | |||
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See accompanying notes to financial statements.
[ 13 ]
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2010 and 2009
2010 | 2009 | ||||||
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FROM OPERATIONS: | |||||||
Net investment income | $ | 10,211,569 | $ | 6,378,588 | |||
Net realized gain on investments | 11,269,517 | 7,663,021 | |||||
Net increase in unrealized appreciation | |||||||
of investments | 83,824,721 | 102,503,970 | |||||
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Increase in net assets resulting from | |||||||
operations | 105,305,807 | 116,545,579 | |||||
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DISTRIBUTIONS TO STOCKHOLDERS FROM: | |||||||
Net investment income | (10,098,352 | ) | (7,291,046 | ) | |||
Net realized gain from investment transactions | (10,125,556 | ) | (7,189,387 | ) | |||
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Decrease in net assets from distributions | (20,223,908 | ) | (14,480,433 | ) | |||
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FROM CAPITAL SHARE TRANSACTIONS: (Note 3) | |||||||
Distribution to stockholders reinvested in | |||||||
Common Stock | 6,668,364 | 5,486,120 | |||||
Cost of shares of Common Stock purchased | (2,255,839 | ) | (874,584 | ) | |||
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Increase in net assets from | |||||||
capital share transactions | 4,412,525 | 4,611,536 | |||||
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Total increase in net assets | 89,494,424 | 106,676,682 | |||||
NET ASSETS: | |||||||
Beginning of year | 504,029,743 | 397,353,061 | |||||
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End of year (including undistributed net investment | |||||||
income of $179,686 and $54,874, respectively) | $ | 593,524,167 | $ | 504,029,743 | |||
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See accompanying notes to financial statements.
[ 14 ]
STATEMENT OF CASH FLOWS
For the year ended December 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net increase in net assets from operations | $ | 105,305,807 | |||||
Adjustments to net increase in net assets | |||||||
from operations: | |||||||
Purchases of securities | $ | (51,439,943 | ) | ||||
Proceeds from securities sold | 35,076,713 | ||||||
Net sales of short-term investments | 18,383,592 | ||||||
Net realized gain from investments | (11,269,517 | ) | |||||
Increase in unrealized appreciation | (83,824,721 | ) | |||||
Depreciation and amortization | 47,514 | ||||||
Changes in operating assets and liabilities: | |||||||
Increase in receivable for securities sold | (1,317,360 | ) | |||||
Increase in dividends and interest receivable | (13,631 | ) | |||||
Increase in office equipment and | |||||||
leasehold improvements | (11,995 | ) | |||||
Increase in other assets | (24,560 | ) | |||||
Increase in accrued expenses and reserves | 221,118 | ||||||
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Total adjustments | (94,172,790 | ) | |||||
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Net cash provided by operating activities | 11,133,017 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Dividends and distributions paid | (13,555,544 | ) | |||||
Net increase in bank borrowings | 5,000,000 | ||||||
Treasury stock purchased | (2,365,744 | ) | |||||
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Cash used in financing activities | (10,921,288 | ) | |||||
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Net increase in cash | 211,729 | ||||||
Cash at beginning of year | 280,942 | ||||||
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Cash at end of year | $ | 492,671 | |||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||
Non-cash financing activities not included herein consist of: | |||||||
Reinvestment of dividends and distributions to stockholders | $ | 6,668,364 | |||||
Interest paid on bank borrowings | $ | 3,972 |
See accompanying notes to financial statements.
[ 15 ]
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting PoliciesCentral Securities Corporation (the Corporation) is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The following is a summary of the significant accounting policies consistently followed by the Corporation in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles.
Security ValuationMarketable common and preferred stocks are valued at the last or closing sale price or, if unavailable, at the closing bid price. Written options are valued at the last quoted asked price. Investments in money market funds are valued at net asset value per share. Other 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 by the Board of Directors.
Federal Income TaxesIt is the Corporations policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net capital gains to its stockholders. In addition, management has analyzed positions taken on the Corporations tax returns and has determined that no provision for income taxes is required in the accompanying financial statements. The Corporations Federal, state and local tax returns for the current and previous three fiscal years remain subject to examination by the relevant taxing authorities.
Use of EstimatesThe preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results may differ from those estimates.
OtherSecurity transactions are accounted for as of the trade date, and cost of securities sold is determined by specific identification. Dividend income and distributions to stockholders are recorded on the ex-dividend date. Interest income is accrued daily.
2. Fair Value MeasurementsThe Corporations investments are categorized below in three broad hierarchical levels based on market price observability as follows:
Level 1Quoted prices in active markets for identical investments. The Corporations Level 1 investments consist of equity securities listed on a national securities exchange and money market funds;
Level 2Other significant observable assumptions 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 3Significant unobservable inputs including the Corporations 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 Corporations 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.
[ 16 ]
NOTES TO FINANCIAL STATEMENTS Continued
The Corporations investments as of December 31, 2010 are classified as follows:
Valuation Inputs
|
Investments in Securities
|
||
Level 1 | $ | 428,373,077 | |
Level 2 | | ||
Level 3 | 168,455,000 | ||
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$ | 596,828,077 | ||
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There were no significant transfers of investments between Levels 1, 2 and 3 during the year ended December 31, 2010. The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value:
Balance as of December 31, 2009 | $ | 154,324,886 | |
Net realized gains and unrealized appreciation of | |||
investments included in net increase in net assets | |||
from operations | 14,329,199 | ||
Sales | (199,085 | ) | |
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| |
Balance as of December 31, 2010 | $ | 168,455,000 | |
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The change in unrealized appreciation of Level 3 investments held as of December 31, 2010 included in the above table was $14,229,000. In valuing Level 3 investments, the Corporation considers the results of various valuation methods, which may include comparable company valuation analyses, discounted future cash flow models and recent private transactions. Consideration is also given to corporate governance, marketability, independent appraisals obtained from the portfolio companies, company and industry results and outlooks, and general market conditions. 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 up on the actual sale of the security.
3. Common Stock and Dividend DistributionsThe Corporation purchased 124,167 shares of its Common Stock in 2010 at an average price of $18.17 per share representing an average discount from net asset value of 19.0%. It may from time to time purchase Common Stock in such amounts and at such prices as the Board of Directors may deem advisable in the best interests of the stockholders. Purchases will only be made at less than net asset value per share, thereby increasing the net asset value of shares held by the remaining stockholders. Shares so acquired may be held as treasury stock available for stock distributions, or may be retired.
The Corporation declared two distributions to holders of Common Stock in 2010, $.20 per share paid on July 12 in cash, and $.70 per share paid on December 22 in cash or in additional shares of Common Stock at the stockholders option. In the December 22 distribution, 134,767 treasury shares were distributed and 183,532 common shares were issued, all at a price of $20.95 per share.
The tax character of dividends and distributions paid during the year was ordinary income, $10,339,510 and long-term capital gain, $9,884,398; for 2009, they were $7,291,046 and $7,189,387, respectively. As of December 31, 2010, for tax purposes, undistributed ordinary income was $355,529 and undistributed long-term realized capital gain was $1,901,200. Dividends and distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. Financial statements are adjusted for permanent book-tax differences; however, such adjustments were not material for the year ended December 31, 2010.
[ 17 ]
NOTES TO FINANCIAL STATEMENTS Continued
4. Investment TransactionsThe aggregate cost of securities purchased and the aggregate proceeds of securities sold during the year ended December 31, 2010, excluding short-term investments, were $51,439,943 and $35,076,713, respectively.
As of December 31, 2010, based on cost for Federal income tax purposes, the aggregate gross unrealized appreciation and depreciation for all securities were $315,784,178 and $34,703,010 respectively.
5. AffiliatesDuring the year ended December 31, 2010, The Plymouth Rock Company, Inc. and GeoMet, Inc. were affiliates as defined in the Investment Company Act of 1940 due to the Corporation owning 5% or more of these companies outstanding voting securities. The Corporation purchased 202,722 shares of GeoMet Preferred Series A stock for $2,027,220. The Corporation received dividends of $9,528,400 from Plymouth Rock and 7,531 additional shares of Preferred Series A stock from GeoMet. Unrealized appreciation related to affiliates increased by $13,528,899 for the year 2010 to $154,589,981. The President of the Corporation is a director of Plymouth Rock.
6. Restricted SecuritiesThe 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 December 31, 2010, such investments had an aggregate value of $168,455,000, which was equal to 28.4% of the Corporations net assets. Investments in restricted securities at December 31, 2010, including acquisition dates and cost, were:
Company
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Shares
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Security
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Date Acquired
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Cost
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Aerogroup International, Inc. | 20,000 | Common Stock | 6/14/05 | $ 11,719 |
The Plymouth Rock Company, Inc. | 60,000 | Class A Stock | 12/15/82 | 1,500,000 |
The Plymouth Rock Company, Inc. | 10,000 | Class A Stock | 6/9/84 | 699,986 |
7. Options WrittenFrom time to time, the Corporation writes covered call option contracts to generate additional return. When the Corporation writes an option, a liability is recorded in an amount equal to the premium received and is subsequently marked to market in the Statement of Assets and Liabilities, with any related change recorded as an unrealized gain or loss in the Statement of Operations. Upon the exercise of written call option contracts, premiums received are added to the proceeds from the sale of underlying securities in determining whether there is a realized gain or loss. On the expiration date, premiums received from unexercised options are treated as realized gains.
When writing a covered call option, the Corporation forgoes, during the options life, the opportunity to profit from increases in the market value of the security underlying the call option above the sum of the option premium received and the exercise price of the call, but has retained the risk of loss should the price of the underlying security decline below the exercise price minus the option premium received.
During the year ended December 31, 2010, the Corporation wrote call options against 20,000 shares of portfolio securities and received premiums of $44,149. All of these options were exercised by the counterparty to the contracts.
[ 18 ]
NOTES TO FINANCIAL STATEMENTS Continued
8. Bank Line of CreditEffective May 3, 2010, the Corporation entered into a $25 million uncommitted, secured revolving line of credit with UMB Bank, n.a. (UMB), the Corporations custodian. All borrowings are payable on demand of UMB. Interest on any borrowings is payable monthly at a rate based on the federal funds rate. At December 31, 2010, outstanding borrowings under the line of credit were $5,000,000 at an annual interest rate of 2.75%. These borrowings were secured by portfolio holdings that had an aggregate value of $17,314,000 at December 31, 2010. During the year ended December 31, 2010, average borrowings outstanding (based on the days when there were borrowings outstanding) were approximately $4,226,000, and total interest expense was $10,007. The average interest rate paid on these borrowings was 2.75% per annum.
9. Operating ExpensesThe aggregate remuneration paid during the year ended December 31, 2010 to officers and directors amounted to $1,860,333, of which $147,000 was paid as fees to directors who were not officers. Benefits to employees are provided through a profit sharing retirement plan. Contributions to the plan are made at the discretion of the Board of Directors, and each participants benefits vest after three years of employment. The amount contributed for the year ended December 31, 2010 was $171,300.
10. Operating Lease CommitmentThe Corporation has entered into an operating lease for office space, which expires in 2014 and provides for future minimum rental payments in the aggregate amount of approximately $1.2 million as of December 31, 2010. The lease agreement contains escalation clauses relating to operating costs and real property taxes. Future minimum rental commitments under the lease are $341,806 annually in 2011-2013 and $170,903 in 2014.
[ 19 ]
FINANCIAL HIGHLIGHTS
The following table shows per share operating performance data, total returns, ratios and supplemental data for each year in the five-year period ended December 31, 2010. This information has been derived from information contained in the financial statements and market price data for the Corporations shares. Total returns assume the reinvestment of all distributions.
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||
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Per Share Operating Performance: | |||||||||||||||
Net asset value, beginning of year | $ | 22.32 | $ | 17.79 | $ | 30.15 | $ | 30.05 | $ | 27.65 | |||||
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Net investment income* | .45 | .29 | .39 | .38 | .36 | ||||||||||
Net realized and unrealized gain (loss) | |||||||||||||||
on securities* | 4.19 | 4.89 | (10.29 | ) | 2.12 | 4.26 | |||||||||
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Total from investment operations | 4.64 | 5.18 | (9.90 | ) | 2.50 | 4.62 | |||||||||
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Less: | |||||||||||||||
Dividends from net investment income | .45 | .33 | .36 | .37 | .36 | ||||||||||
Distributions from capital gains | .45 | .32 | 2.10 | 2.03 | 1.86 | ||||||||||
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Total distributions | .90 | .65 | 2.46 | 2.40 | 2.22 | ||||||||||
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Net asset value, end of year | $ | 26.06 | $ | 22.32 | $ | 17.79 | $ | 30.15 | $ | 30.05 | |||||
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Per share market value, end of year | $ | 21.97 | $ | 17.98 | $ | 14.40 | $ | 26.84 | $ | 26.65 | |||||
Total return based on market(%) | 27.14 | 26.97 | (39.63 | ) | 9.86 | 21.31 | |||||||||
Total return based on NAV(%) | 21.73 | 30.15 | (32.66 | ) | 9.35 | 18.55 | |||||||||
Ratios/Supplemental Data: | |||||||||||||||
Net assets, end of year(000) | $ | 593,524 | $ | 504,030 | $ | 397,353 | $ | 644,823 | $ | 617,167 | |||||
Ratio of expenses to average | |||||||||||||||
net assets(%) | .78 | .91 | .66 | .59 | .53 | ||||||||||
Ratio of net investment income to | |||||||||||||||
average net assets(%) | 1.92 | 1.49 | 1.43 | 1.21 | 1.23 | ||||||||||
Portfolio turnover rate(%) | 6.67 | 7.94 | 11.04 | 19.58 | 17.55 |
* |
Based on the average number of shares outstanding during the year. |
See accompanying notes to financial statements.
[ 20 ]
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
CENTRAL SECURITIES CORPORATION
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Central Securities Corporation (the Corporation) as of December 31, 2010, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Corporations management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Central Securities Corporation as of December 31, 2010, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG LLP
New York, NY
February 4, 2011
[ 21 ]
OTHER STOCKHOLDER INFORMATION
Direct Registration
The Corporation utilizes direct registration, a system that allows for book-entry ownership and the electronic transfer of the Corporations shares. Stockholders may find direct registration a convenient way of managing their investment. Stockholders wishing certificates may request them.
A pamphlet which describes the features and benefits of direct registration, including the ability of shareholders to deposit certificates with our transfer agent, can be obtained by calling Computershare Trust Company at 1-800-756-8200, calling the Corporation at 1-866-593-2507 or visiting our website: www.centralsecurities.com under Contact Us.
Proxy Voting Policies and Procedures
The policies and procedures used by the Corporation to determine how to vote proxies relating to portfolio securities and the Corporations proxy voting record for the twelve-month period ended June 30, 2010 are available: (1) without charge, upon request, by calling us at our toll-free telephone number (1-866-593-2507), (2) on the Corporations website at www.centralsecurities.com and (3) on the Securities and Exchange Commissions website at www.sec.gov.
Quarterly Portfolio Information
The Corporation files its complete schedule of portfolio holdings with the SEC for the first and the third quarter of each fiscal year on Form N-Q. The Corporations Form N-Q filings are available on the SECs website at www.sec.gov. Those forms may be reviewed and copied at the SECs Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
[ 22 ]
BOARD OF DIRECTORS AND OFFICERS
Independent Directors
|
Age
|
Principal Occupations (last five years) and Position with the Corporation (if any) |
SIMMS C. BROWNING | 70 | Retired since 2003; Vice President, Neuberger Berman, LLC |
Director since 2005 | (asset management) prior thereto | |
DONALD G. CALDER | 73 | Chairman, Clear Harbor Asset Management, LLC since 2010; |
Director since 1982 | President, G.L. Ohrstrom & Co. Inc. (private investment firm | |
prior thereto) | ||
DAVID C. COLANDER | 63 | Professor of Economics, Middlebury College |
Director since 2009 | ||
JAY R. INGLIS | 76 | Lead Independent Director, Central Securities Corporation; |
Director since 1973 | Vice President and General Counsel, International Claims | |
Management, Inc. since 2006; Executive Vice President, | ||
National Marine Underwriters (insurance management | ||
company) prior thereto | ||
C. CARTER WALKER, JR. | 76 | Private investor |
Director since 1974 | ||
Interested Director
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WILMOT H. KIDD | 69 | Investment and researchChairman and President, |
Director since 1972 | Central Securities Corporation | |
Other Officers
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MARLENE A. KRUMHOLZ | 47 | Vice President and Secretary, |
Central Securities Corporation | ||
LAWRENCE P. VOGEL | 54 | Vice President and Treasurer, Central Securities Corporation |
since 2009; Vice President, Ameriprise Financial, Inc. 2008 - | ||
2009; Senior Vice President, J. & W. Seligman & Co. | ||
Incorporated and Vice President, Seligman Group of | ||
Investment Companies prior thereto |
The address of each Director and Officer is c/o Central Securities Corporation, 630 Fifth Avenue, New York, New York 10111.
[ 23 ]
BOARD OF DIRECTORS
Wilmot H. Kidd, Chairman
Jay R. Inglis, Lead Independent Director
Simms C. Browning
Donald G. Calder
David C. Colander
C. Carter Walker, Jr.
OFFICERS
Wilmot H. Kidd, President
Marlene A. Krumholz, Vice President and Secretary
Lawrence P. Vogel, Vice President and Treasurer
OFFICE
630 Fifth Avenue
New York, NY 10111
212-698-2020
866-593-2507 (toll-free)
www.centralsecurities.com
TRANSFER AGENT AND REGISTRAR
Computershare Trust Company, N.A.
P.O. Box 43069, Providence, RI 02940-3069
800-756-8200
www.computershare.com
CUSTODIAN
UMB Bank, n.a.
Kansas City, MO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
New York, NY
[ 24 ]
Item 2. Code of Ethics. The Registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer. This code of ethics is filed as an attachment on this form.
Item 3. Audit Committee Financial Experts. The Board of Directors of the Corporation has determined that no Audit Committee member is considered an Audit Committee Financial Expert as the term has been defined by the Securities and Exchange Commission (SEC). The Board of Directors has determined that the Committee has sufficient expertise to perform its duties. In addition, the Committees charter authorizes the Committee to engage a financial expert should it determine that such assistance is required.
Item 4. Principal Accountant Fees and Services.
2010
|
2009
|
||||
Audit fees | $62,500 | (1) | $56,000 | (1) | |
Audit-related fees | 0 | 0 | |||
Tax fees | 17,800 | (2) | 17,800 | (2) | |
All other fees | 0 | 0 | |||
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Total fees | $80,300 | $73,800 | |||
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(1) | Includes fees for review of the semi-annual report to stockholders and audit of the annual report to stockholders. | |
(2) | Includes fees for services performed with respect to tax compliance and tax planning. |
Pursuant to its charter, the Audit Committee is responsible for recommending the selection, approving compensation and overseeing the independence, qualifications and performance of the independent accountants. The Audit Committees policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants. In assessing requests for services by the independent accountants, the Audit Committee considers whether such services are consistent with the auditors independence; whether the independent accountants are likely to provide the most effective and efficient service based upon their familiarity with the Corporation; and whether the service could enhance the Corporations ability to manage or control risk or improve audit quality. The Audit Committee may delegate pre-approval authority to one or more of its members. Any pre-approvals by a member under this delegation are to be reported to the Audit Committee at its next scheduled meeting.
All of the audit and tax services provided by KPMG LLP for fiscal year 2010 (described in the footnotes to the table above) and related fees were approved in advance by the Audit Committee.
Item 5. Audit Committee of Listed Registrants. The registrant has a separately-designated standing audit committee. Its members are: Simms C. Browning, Donald G. Calder, David C. Colander, Jay R. Inglis and C. Carter Walker, Jr.
Item 6. Investments.
(a) Schedule is included as a part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclose Proxy Voting Policies and Procedures for Closed-End Management Companies.
CENTRAL SECURITIES CORPORATION
PROXY VOTING GUIDELINES
Central Securities Corporation is involved in many matters of corporate governance through the proxy voting process. We exercise our voting responsibilities with the primary goal of maximizing the long-term value of our investments. Our consideration of proxy issues is focused on the investment implications of each proposal.
Our management evaluates and votes each proxy ballot that we receive. We do not use a proxy voting service. Our Board of Directors has approved guidelines in evaluating how to vote a particular proxy ballot. We recognize that a companys management is entrusted with the day-to-day operations of the company, as well as longer term strategic planning, subject to the oversight of the companys board of directors. Our guidelines are based on the belief that a companys shareholders have a responsibility to evaluate company performance and to exercise the rights and duties pertaining to ownership.
When determining whether to invest in a particular company, one of the key factors we consider is the ability and integrity of its management. As a result, we believe that recommendations of management on any issue, particularly routine issues, should be given substantial weight in determining how proxies should be voted. Thus, on most issues, our votes are cast in accordance with the companys recommendations. When we believe managements recommendation is not in the best interests of our stockholders, we will vote against managements recommendation.
Due to the nature of our business and our size, it is unlikely that conflicts of interest will arise in our voting of proxies of public companies. We do not engage in investment banking nor do we have private advisory clients or any other businesses. In the unlikely event that we determine that a conflict does arise on a proxy voting issue, we will defer that proxy vote to our independent directors.
We have listed the following, specific examples of voting decisions for the types of proposals that are frequently presented. We generally vote according to these guidelines. We may, on occasion, vote otherwise when we believe it to be in the best interest of our stockholders:
Election of Directors We believe that good governance starts with an independent board, unfettered by significant ties to management, in which all members are elected annually. In addition, key board committees should be entirely independent.
Compensation - We believe that appropriately designed equity-based compensation plans can be an effective way to align the interests of long-term shareholders and the interests of management, employees, and directors. We are opposed to plans that substantially dilute our ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features without offsetting advantages to the companys stockholders.
We evaluate proposals related to compensation on a case-by case basis.
Corporate Structure and Shareholder Rights - We generally oppose anti-takeover measures and other proposals designed to limit the ability of shareholders to act on
possible transactions. We support proposals when management can demonstrate that there are sound financial or business reasons.
Approval of Independent Auditors We believe that the relationship between the company and its auditors should be limited primarily to the audit engagement and closely related activities that do not, in the aggregate, raise the appearance of impaired independence.
Social and Corporate Responsibility Issues - We believe that ordinary business matters are primarily the responsibility of management and should be approved solely by the corporations board of directors. Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. We generally vote with management on these types of proposals, although we may make exceptions in certain instances where we believe a proposal has substantial economic implications.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Mr. Wilmot H. Kidd is the President and portfolio manager of the Corporation and has
served in that capacity since 1973. He manages no other accounts and accordingly, the Registrant is not aware of any material conflicts with his management of the Corporations investments. Mr. Kidds compensation consists primarily of a fixed base salary and a bonus. His compensation is reviewed and approved by the Board of Directors annually. His compensation may be adjusted from year to year based on the Board of Directors perception of overall performance and his management responsibilities. As of December 31, 2010, Mr. Kidds investment in Central Securities common stock exceeded $1 million.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Period | (a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 (July 1 through July 31) | -0- | N/A | NA | NA |
Month #2 (August 1 through August 31) | 41,324 | $18.421 | NA | NA |
Month #3 (September 1 through September 30) | -0- | N/A | NA | NA |
Month #4 (October 1 through October 31) | -0- | N/A | NA | NA |
Month #5 (November 1 through November 30) | -0- | N/A | NA | NA |
Month #6 (December 1 through December 31) | -0- | N/A | NA | NA |
Total | 41,324 | $18.421 | NA | NA |
Item 10. Submission of Matters to a Vote of Security Holders. There have been no changes to the procedures by which shareholders may recommend nominees to the registrants board of directors since such procedures were last described in the Corporations proxy statement dated February 5, 2010.
Item 11. Controls and Procedures.
(a) The Principal Executive Officer and Principal Financial Officer of Central Securities Corporation (the Corporation) have concluded that the Corporations Disclosure Controls and Procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940( the Act)) 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) There have been no changes in the Corporations internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Corporations internal control over financial reporting.
Item 12. Exhibits. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Attached hereto.
(b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act. Attached hereto.
(c) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not Applicable.
SIGNATURES
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
Wilmot H. Kidd
President
February 7, 2011
Date
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 capabilities and on the dates indicated.
By: /s/ Wilmot H. Kidd
Wilmot H. Kidd
President
February 7, 2011
Date
By: /s/ Lawrence P. Vogel
Lawrence P. Vogel
Vice President & Treasurer
February 7, 2011
Date