UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
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, John C. Hill, Chief Executive Officer
630 Fifth Avenue
Suite 820
New York, New York 10111
Registrant’s telephone number, including area code: 212-698-2020
Date of fiscal year end: December 31, 2023
Date of reporting period: June 30, 2023
Item 1(a). Reports to Stockholders.
CENTRAL SECURITIES CORPORATION
SEMI-ANNUAL REPORT
JUNE 30, 2023
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)
25-YEAR HISTORICAL DATA
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Per Share of Common Stock
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|
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Net asset value
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Source of dividends and distributions
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Total dividends and distributions
|
|
Unrealized appreciation of investments at end of period
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Year Ended December 31,
|
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Total net assets
|
|
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Ordinary income*
|
|
Long-term capital gains*
|
|
|
1997
|
|
$434,423,053
|
|
$29.97
|
|
|
|
|
|
|
|
$273,760,444
|
1998
|
|
476,463,575
|
|
31.43
|
|
$ .29
|
|
$ 1.65
|
|
$ 1.94
|
|
301,750,135
|
1999
|
|
590,655,679
|
|
35.05
|
|
.26
|
|
2.34
|
|
2.60
|
|
394,282,360
|
2000
|
|
596,289,086
|
|
32.94
|
|
.32
|
|
4.03
|
|
4.35
|
|
363,263,634
|
2001
|
|
539,839,060
|
|
28.54
|
|
.22
|
|
1.58
|
**
|
1.80
|
**
|
304,887,640
|
2002
|
|
361,942,568
|
|
18.72
|
|
.14
|
|
1.11
|
|
1.25
|
|
119,501,484
|
2003
|
|
478,959,218
|
|
24.32
|
|
.11
|
|
1.29
|
|
1.40
|
|
229,388,141
|
2004
|
|
529,468,675
|
|
26.44
|
|
.11
|
|
1.21
|
|
1.32
|
|
271,710,179
|
2005
|
|
573,979,905
|
|
27.65
|
|
.28
|
|
1.72
|
|
2.00
|
|
302,381,671
|
2006
|
|
617,167,026
|
|
30.05
|
|
.58
|
|
1.64
|
|
2.22
|
|
351,924,627
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2007
|
|
644,822,724
|
|
30.15
|
|
.52
|
|
1.88
|
|
2.40
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|
356,551,394
|
2008
|
|
397,353,061
|
|
17.79
|
|
.36
|
|
2.10
|
|
2.46
|
|
94,752,477
|
2009
|
|
504,029,743
|
|
22.32
|
|
.33
|
|
.32
|
|
.65
|
|
197,256,447
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2010
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|
593,524,167
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|
26.06
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|
.46
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|
.44
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|
.90
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|
281,081,168
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2011
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|
574,187,941
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|
24.96
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|
.43
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|
.57
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|
1.00
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|
255,654,966
|
2012
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|
569,465,087
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|
24.53
|
|
.51
|
|
.43
|
|
.94
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|
247,684,116
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2013
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|
648,261,868
|
|
26.78
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|
.12
|
|
3.58
|
|
3.70
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|
305,978,151
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2014
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|
649,760,644
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|
26.18
|
|
.16
|
|
1.59
|
|
1.75
|
|
293,810,819
|
2015
|
|
582,870,527
|
|
23.53
|
|
.12
|
|
1.86
|
|
1.98
|
|
229,473,007
|
2016
|
|
674,683,352
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|
27.12
|
|
.30
|
|
.68
|
|
.98
|
|
318,524,775
|
2017
|
|
826,331,789
|
|
32.86
|
|
.28
|
|
.72
|
|
1.00
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|
460,088,116
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2018
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|
765,342,588
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|
30.02
|
|
.56
|
|
.89
|
|
1.45
|
|
392,947,674
|
2019
|
|
994,595,051
|
|
38.42
|
|
.57
|
|
.78
|
|
1.35
|
|
607,489,748
|
2020
|
|
1,036,336,494
|
|
39.49
|
|
.75
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|
.95
|
|
1.70
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|
638,120,894
|
2021
|
|
1,332,590,581
|
|
48.87
|
|
.92
|
|
2.83
|
|
3.75
|
|
894,323,472
|
2022
|
|
1,132,835,676
|
|
40.48
|
|
.55
|
|
1.90
|
|
2.45
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|
668,155,780
|
Six mos. to
June 30, 2023***
|
1,235,924,219
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|
44.18
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|
.05
|
|
.15
|
|
.20
|
|
747,286,110
|
|
|
|
|
|
|
|
|
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|
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|
Total dividends and distributions***
|
$9.30
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|
$38.24
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|
$47.54
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|
*Computed on the basis of the Corporation’s status as a “regulated investment company” for Federal income tax purposes. Dividends from ordinary income include short-term capital gains.
**Includes non-taxable return of capital of $.55.
***Unaudited.
The Common Stock is listed on the NYSE American under the symbol CET. On June 30, 2023, the closing market price was $36.51 per share.
To the Stockholders of
Central Securities Corporation:
Financial statements for the six months ended June 30, 2023 reviewed by our independent registered public accounting firm and other pertinent information are submitted herewith.
Comparative net assets are as follows:
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June 30, 2023 (Unaudited)
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December 31, 2022
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Net assets
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$1,235,924,219
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|
$1,132,835,676
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Net assets per share of Common Stock
|
|
44.18
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|
40.48
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|
Shares of Common Stock outstanding
|
|
27,976,386
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|
27,988,252
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|
Comparative operating results are as follows:
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Six months ended June 30,
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2023 (Unaudited)
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2022 (Unaudited)
|
|
Net investment income
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|
$8,338,893
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|
$12,642,981
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Per average share of Common Stock outstanding
|
|
.30
|
|
.46
|
|
Net realized gain from investment transactions
|
|
21,623,919
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|
45,411,237
|
|
Increase (decrease) in net unrealized appreciation of investments
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|
79,130,330
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|
(283,062,061
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)
|
Increase (decrease) in net assets resulting from operations
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|
109,093,142
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|
(225,007,843
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)
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A distribution of $.20 per share was paid on June 27, 2023 to stockholders of record as of June 12, 2023. Stockholders will be sent a notice concerning the taxability of all 2023 distributions in early 2024.
During the first six months of 2023, the Corporation purchased 11,866 shares of its Common Stock at an average price of $34.50 per share. The Corporation may from time to time purchase its Common Stock in such amounts and at such prices as the Board of Directors deems advisable in the best interests of stockholders. Purchases may be made in the open market or in private transactions directly with stockholders.
Stockholder inquiries are welcome.
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John C. Hill
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Wilmot H. Kidd
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Andrew J. O’Neill
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630 Fifth Avenue
New York, NY 10111
July 26, 2023
TEN LARGEST INVESTMENTS
(excluding short-term investments)
June 30, 2023
(Unaudited)
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Cost
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Value
|
|
Percent of Net Assets
|
|
Year First Acquired
|
|
(millions)
|
|
|
|
|
The Plymouth Rock Company
|
$ 0.7
|
|
$270.0
|
|
21.8%
|
|
1982
|
Analog Devices, Inc.
|
5.8
|
|
86.7
|
|
7.0
|
|
1987
|
Alphabet Inc.
|
26.0
|
|
59.9
|
|
4.8
|
|
2015
|
Progressive Corporation
|
25.7
|
|
57.6
|
|
4.7
|
|
2015
|
Hess Corporation
|
17.5
|
|
57.1
|
|
4.6
|
|
2017
|
AON plc
|
29.1
|
|
51.8
|
|
4.2
|
|
2020
|
Motorola Solutions, Inc.
|
6.8
|
|
49.9
|
|
4.0
|
|
2000
|
American Express Company
|
21.9
|
|
43.6
|
|
3.5
|
|
2015
|
The Charles Schwab Corporation
|
25.7
|
|
39.7
|
|
3.2
|
|
2016
|
Keysight Technologies, Inc.
|
2.3
|
|
33.5
|
|
2.7
|
|
2005
|
PRINCIPAL PORTFOLIO CHANGES
April 1 to June 30, 2023
(Common Stock unless specified otherwise)
(Unaudited)
|
|
|
|
|
|
|
|
|
Purchased
|
|
Sold
|
|
Held June 30, 2023
|
Amazon.com, Inc.
|
|
5,000
|
|
|
|
225,000
|
American Express Company
|
|
|
|
10,000
|
|
250,000
|
Brady Corporation
|
|
|
|
15,000
|
|
200,000
|
The Charles Schwab Corporation
|
|
100,000
|
|
|
|
700,000
|
Hess Corporation
|
|
|
|
20,000
|
|
420,000
|
Motorola Solutions, Inc.
|
|
|
|
40,000
|
|
170,000
|
DIVERSIFICATION OF INVESTMENTS
June 30, 2023
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues
|
|
Cost
|
|
Value
|
|
Percent of Net Assets
|
June 30, 2023
|
|
December 31, 2022*
|
Common Stocks:
|
|
|
|
|
|
|
|
|
|
|
Insurance Underwriters
|
|
2
|
|
$26,445,787
|
|
$327,608,950
|
|
26.5%
|
|
27.8%
|
Diversified Financial
|
|
3
|
|
65,161,875
|
|
116,037,000
|
|
9.4
|
|
10.4
|
Semiconductor
|
|
3
|
|
13,815,511
|
|
109,516,750
|
|
8.9
|
|
8.5
|
Technology Hardware and Equipment
|
|
3
|
|
34,291,566
|
|
103,739,600
|
|
8.4
|
|
9.7
|
Communication Services
|
|
2
|
|
56,316,118
|
|
88,548,000
|
|
7.2
|
|
5.0
|
Health Care
|
|
4
|
|
39,972,249
|
|
65,733,300
|
|
5.3
|
|
5.7
|
Energy
|
|
1
|
|
17,535,663
|
|
57,099,000
|
|
4.6
|
|
5.6
|
Software and Services
|
|
2
|
|
4,799,146
|
|
53,206,400
|
|
4.3
|
|
1.9
|
Insurance Brokers
|
|
1
|
|
29,112,181
|
|
51,780,000
|
|
4.2
|
|
4.0
|
Retailing
|
|
2
|
|
17,574,478
|
|
42,361,600
|
|
3.4
|
|
2.4
|
Real Estate
|
|
2
|
|
31,441,757
|
|
38,310,000
|
|
3.1
|
|
3.4
|
Diversified Industrial
|
|
2
|
|
25,529,926
|
|
34,922,000
|
|
2.8
|
|
5.1
|
Banks
|
|
1
|
|
13,031,433
|
|
33,451,200
|
|
2.7
|
|
2.7
|
Short-Term Investments
|
|
6
|
|
113,372,363
|
|
113,372,363
|
|
9.2
|
|
7.7
|
*Certain amounts from 2022 have been reclassified to conform with 2023 presentation.
STATEMENT OF INVESTMENTS
June 30, 2023
(Unaudited)
|
|
|
|
|
|
Shares
|
|
|
|
|
Value
|
COMMON STOCKS 90.8%
|
|
|
Banks 2.7%
|
|
|
230,000
|
|
|
JPMorgan Chase & Co.
|
|
$33,451,200
|
|
|
|
|
|
|
|
|
Communications Services 7.2%
|
|
|
500,000
|
|
|
Alphabet Inc. Class A (a)
|
|
59,850,000
|
100,000
|
|
|
Meta Platforms, Inc. Class A (a)
|
|
28,698,000
|
|
|
|
|
|
88,548,000
|
|
|
|
|
|
|
|
|
Diversified Financial 9.4%
|
|
|
250,000
|
|
|
American Express Company
|
|
43,550,000
|
300,000
|
|
|
Capital One Financial Corporation
|
|
32,811,000
|
700,000
|
|
|
The Charles Schwab Corporation
|
|
39,676,000
|
|
|
|
|
|
116,037,000
|
|
|
|
|
|
|
|
|
Diversified Industrial 2.8%
|
|
|
400,000
|
|
|
AerCap Holdings N.V. (a)
|
|
25,408,000
|
200,000
|
|
|
Brady Corporation Class A
|
|
9,514,000
|
|
|
|
|
|
34,922,000
|
|
|
|
|
|
|
|
|
Energy 4.6%
|
|
|
420,000
|
|
|
Hess Corporation
|
|
57,099,000
|
|
|
|
|
|
|
|
|
Health Care 5.3%
|
|
|
90,000
|
|
|
Johnson & Johnson
|
|
14,896,800
|
185,000
|
|
|
Medtronic plc
|
|
16,298,500
|
200,000
|
|
|
Merck & Co., Inc.
|
|
23,078,000
|
300,000
|
|
|
Roche Holding AG ADR
|
|
11,460,000
|
|
|
|
|
|
65,733,300
|
|
|
|
|
|
|
|
|
Insurance Brokers 4.2%
|
|
|
150,000
|
|
|
Aon plc Class A
|
|
51,780,000
|
|
|
|
|
|
|
|
|
Insurance Underwriters 26.5%
|
|
|
28,424
|
|
|
The Plymouth Rock Company Class A (b)(c)
|
|
270,028,000
|
435,000
|
|
|
Progressive Corporation
|
|
57,580,950
|
|
|
|
|
|
327,608,950
|
|
|
|
|
|
|
|
|
Real Estate 3.1%
|
|
|
1,000,000
|
|
|
Kennedy-Wilson Holdings Inc.
|
|
16,330,000
|
700,000
|
|
|
Rayonier Inc.
|
|
21,980,000
|
|
|
|
|
|
38,310,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Value
|
|
|
Retailing 3.4%
|
|
|
225,000
|
|
|
Amazon.com, Inc. (a)
|
|
$29,331,000
|
11,000
|
|
|
Mercadolibre, Inc. (a)
|
|
13,030,600
|
|
|
|
|
|
42,361,600
|
|
|
|
|
|
|
|
|
Semiconductor 8.9%
|
|
|
445,000
|
|
|
Analog Devices, Inc.
|
|
86,690,450
|
400,000
|
|
|
Intel Corporation
|
|
13,376,000
|
170,000
|
|
|
Wolfspeed, Inc. (a)
|
|
9,450,300
|
|
|
|
|
|
109,516,750
|
|
|
|
|
|
|
|
|
Software and Services 4.3%
|
|
|
80,000
|
|
|
Microsoft Corporation
|
|
27,243,200
|
54,000
|
|
|
Roper Technologies, Inc.
|
|
25,963,200
|
|
|
|
|
|
53,206,400
|
|
|
|
|
|
|
|
|
Technology Hardware and Equipment 8.4%
|
|
|
400,000
|
|
|
Coherent Corp. (a)
|
|
20,392,000
|
200,000
|
|
|
Keysight Technologies, Inc. (a)
|
|
33,490,000
|
170,000
|
|
|
Motorola Solutions, Inc.
|
|
49,857,600
|
|
|
|
|
|
103,739,600
|
|
|
|
|
|
|
|
|
|
Total Common Stocks (cost $375,027,690)
|
|
1,122,313,800
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS 9.2%
|
|
|
|
|
|
|
|
|
Money Market Fund 1.1%
|
|
|
13,950,602
|
|
|
Fidelity Investments Money Market Fund
|
|
|
|
|
|
Treasury Only Portfolio Class I
|
|
13,950,602
|
|
|
|
|
|
|
Principal
|
|
U.S. Treasury Bills 8.1%
|
|
|
$100,000,000
|
|
|
U.S. Treasury Bills 5.107% – 5.409% due 7/18/23 – 8/31/23 (d)
|
|
99,421,761
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments (cost $113,372,363)
|
|
113,372,363
|
|
|
|
|
|
|
|
|
|
Total Investments (cost $488,400,053) (100.0%)
|
|
1,235,686,163
|
|
|
|
|
|
|
|
|
|
Cash, receivables and other assets less liabilities (0.0%)
|
|
238,056
|
|
|
|
|
|
|
|
|
|
Net Assets (100%)
|
|
$1,235,924,219
|
(a)Non-dividend paying.
(b)Affiliate as defined in the Investment Company Act of 1940 and restricted. See Note 3 and Note 4.
(c)Valued based on Level 3 inputs. See Note 2.
(d)Valued based on Level 2 inputs. See Note 2.
See accompanying notes to statement of investments.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2023
(Unaudited)
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
Securities of unaffiliated companies (cost $374,317,090) (Note 2)
|
|
$852,285,800
|
|
|
|
Securities of affiliated companies (cost $710,600) (Notes 2, 5 and 6)
|
|
270,028,000
|
|
|
|
Short-term investments (cost $113,372,363) (Note 2)
|
|
113,372,363
|
|
$1,235,686,163
|
|
Cash, receivables and other assets:
|
|
|
|
|
|
Cash
|
|
76,425
|
|
|
|
Dividends receivable
|
|
760,572
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|
|
|
Leasehold improvements and office equipment, net
|
|
528,753
|
|
|
|
Operating lease right-of-use asset
|
|
2,632,549
|
|
|
|
Other assets
|
|
115,707
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|
4,114,006
|
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Total Assets
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|
|
|
1,239,800,169
|
|
Liabilities:
|
|
|
|
|
|
Accrued expenses and other liabilities
|
|
893,284
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|
|
|
Operating lease liability
|
|
2,982,666
|
|
|
|
Total Liabilities
|
|
|
|
3,875,950
|
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Net Assets
|
|
|
|
$1,235,924,219
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Net Assets are represented by:
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|
|
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Common Stock $1 par value: authorized 40,000,000 shares; issued 28,008,924 (Note 3)
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$28,008,924
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|
Surplus:
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|
|
|
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Paid-in
|
|
$432,750,426
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|
|
|
Total distributable earnings, including net unrealized appreciation of investments
|
|
776,275,317
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|
1,209,025,743
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|
Treasury stock, at cost (32,538 shares of Common Stock) (Note 3)
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|
|
|
(1,110,448
|
)
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Net Assets
|
|
|
|
$1,235,924,219
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Net Asset Value Per Common Share (27,976,386 shares outstanding)
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$44.18
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See accompanying notes to financial statements.
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STATEMENT OF OPERATIONS
For the six months ended June 30, 2023
(Unaudited)
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Investment Income
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Income:
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|
|
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Dividends from unaffiliated companies (net of foreign withholding taxes of $134,339)
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|
$6,265,358
|
|
|
|
Dividends from affiliated companies (Note 5)
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3,612,122
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|
|
|
Interest
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|
1,688,043
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|
$11,565,523
|
|
|
|
|
|
|
|
Expenses:
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Investment research
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1,103,582
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|
|
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Administration and operations
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1,110,042
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|
|
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Directors’ fees
|
|
280,000
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|
|
|
Occupancy and office operating expenses
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272,584
|
|
|
|
Information services and software
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136,344
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|
|
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Stockholder communications and meetings
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67,128
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|
|
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Franchise and miscellaneous taxes
|
|
50,822
|
|
|
|
Legal, auditing and tax preparation fees
|
|
47,790
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|
|
|
Transfer agent, registrar and custodian fees and expenses
|
|
47,437
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|
Other
|
|
110,901
|
|
3,226,630
|
|
Net investment income
|
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|
|
8,338,893
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|
|
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|
|
|
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Net Realized and Unrealized Gain (Loss) on Investments
|
|
|
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Net realized gain from unaffiliated companies
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|
21,623,919
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|
|
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Increase in net unrealized appreciation of investments in unaffiliated companies
|
|
67,760,730
|
|
|
|
Increase in net unrealized appreciation of investments in affiliated companies (Note 5)
|
|
11,369,600
|
|
|
|
Net gain on investments
|
|
|
|
100,754,249
|
|
Increase in Net Assets Resulting from Operations
|
|
|
|
$109,093,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
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STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended June 30, 2023
and the year ended December 31, 2022
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Six months ended June 30, 2023 (Unaudited)
|
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Year ended December 31, 2022
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From Operations:
|
|
|
|
|
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Net investment income
|
|
$8,338,893
|
|
$14,664,129
|
|
Net realized gain from investment transactions
|
|
21,623,919
|
|
52,832,845
|
|
Increase (decrease) in net unrealized appreciation of investments
|
|
79,130,330
|
|
(226,167,692
|
)
|
Increase (decrease) in net assets resulting from operations
|
|
109,093,142
|
|
(158,670,718
|
)
|
Distributions To Stockholders:
|
|
|
|
|
|
From distributable earnings
|
|
(5,595,277
|
)
|
(66,706,890
|
)
|
From Capital Share Transactions: (Notes 3 and 8)
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|
|
|
|
|
Distribution to stockholders reinvested in Common Stock
|
|
—
|
|
28,210,809
|
|
Issuance of shares of Common Stock to directors and employees
|
|
—
|
|
142,030
|
|
Cost of treasury stock purchased
|
|
(409,322
|
)
|
(2,730,136
|
)
|
Increase (decrease) in net assets from capital share transactions
|
|
(409,322
|
)
|
25,622,703
|
|
Total increase (decrease) in net assets
|
|
103,088,543
|
|
(199,754,905
|
)
|
Net Assets:
|
|
|
|
|
|
Beginning of period
|
|
1,132,835,676
|
|
1,332,590,581
|
|
End of period
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|
$1,235,924,219
|
|
$1,132,835,676
|
|
|
|
|
|
|
|
|
|
|
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|
See accompanying notes to financial statements.
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STATEMENT OF CASH FLOWS
For the six months ended June 30, 2023
(Unaudited)
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Cash Flows from Operating Activities:
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|
|
|
|
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Increase in net assets from operations
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|
|
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$109,093,142
|
|
Adjustments to increase in net assets from operations:
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|
|
|
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|
Proceeds from securities sold
|
|
$33,733,282
|
|
|
|
Purchases of securities
|
|
(11,057,932
|
)
|
|
|
Net increase in short-term investments
|
|
(26,237,677
|
)
|
|
|
Net realized gain from investments
|
|
(21,623,919
|
)
|
|
|
Increase in net unrealized appreciation of investments
|
|
(79,130,330
|
)
|
|
|
Non-cash operating lease expense
|
|
176,827
|
|
|
|
Depreciation and amortization
|
|
3,754
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Decrease in dividends receivable
|
|
148,332
|
|
|
|
Increase in leasehold improvements and office equipment
|
|
(436,462
|
)
|
|
|
Decrease in other assets
|
|
11,913
|
|
|
|
Increase in accrued expenses and other liabilities
|
|
758,817
|
|
|
|
Total adjustments
|
|
|
|
(103,653,395
|
)
|
Net cash provided by operating activities
|
|
|
|
5,439,747
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
Dividends and distributions paid
|
|
(5,595,277
|
)
|
|
|
Treasury stock purchased
|
|
(409,322
|
)
|
|
|
Cash used in financing activities
|
|
|
|
(6,004,599
|
)
|
Net decrease in cash
|
|
|
|
(564,852
|
)
|
Cash at beginning of period
|
|
|
|
641,277
|
|
Cash at end of period
|
|
|
|
$76,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS — (Unaudited)
1. Significant Accounting Policies—Central 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 U.S. generally accepted accounting principles.
Security Valuation—Marketable common stocks are valued at the last or closing sale price or, if unavailable, at the closing bid price at the valuation date. Investments in money market funds are valued at net asset value per share. Other 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.
Federal Income Taxes—It is the Corporation’s 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. Management has analyzed positions taken on the Corporation’s tax returns and has determined that no provision for income taxes is required in the accompanying financial statements.
Use of Estimates—The 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.
Leases—The Corporation recognizes operating leases on its statement of assets and liabilities at the lease commencement date as (1) a liability representing its obligation to make lease payments over the lease term and (2) a corresponding right-of-use (“ROU”) asset for its right to use the underlying asset over the lease term. The lease liability is measured at the inception of the lease at the present value of the unpaid fixed and certain variable lease payments using the rate of interest the Corporation would have paid on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term and is included in Occupancy and office operating expenses in the Statement of Operations. Variable payments for utilities and for increases in building operating expenses and real estate taxes are expensed as incurred and also are included in Occupancy and office operating expenses. See Note 9.
Other—Security 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 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 Incorporated 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.
NOTES TO FINANCIAL STATEMENTS — continued (Unaudited)
The Corporation’s investments as of June 30, 2023 are classified as follows:
|
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Level 1
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|
Level 2
|
|
Level 3
|
|
Total Value
|
|
Common stocks
|
|
$852,285,800
|
|
—
|
|
$270,028,000
|
|
$1,122,313,800
|
|
Short-term investments
|
|
13,950,602
|
|
$99,421,761
|
|
—
|
|
113,372,363
|
|
Total
|
|
$866,236,402
|
|
$99,421,761
|
|
$270,028,000
|
|
$1,235,686,163
|
|
The following is a reconciliation of the change in the value of Level 3 investments:
|
|
|
|
|
|
Balance as of December 31, 2022
|
|
$258,658,400
|
|
|
Change in unrealized appreciation of investments in affiliated companies included in increase in net assets from operations
|
|
11,369,600
|
|
|
Balance as of June 30, 2023
|
|
$270,028,000
|
|
Unrealized appreciation of Level 3 investments still held as of June 30, 2023 increased during the six months ended June 30, 2023 by $11,369,600, which is included in the above table.
Management assists the Board of Directors in the determination of the fair value of Plymouth Rock. In valuing the Plymouth Rock Level 3 investment as of June 30, 2023, management considered Plymouth Rock’s financial condition and results of operations, the insurance industry outlook, and any transactions in Plymouth Rock’s shares. Management used significant unobservable inputs to develop a range of 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: 0.9–2.0; average: 1.4); price-to-historical earnings (range: 9.8–36.3; average: 21.6); and price-to-forward earnings estimates (range: 12.7–30.7; average: 21.4). Management also used Plymouth Rock’s book value and a discounted cash flow model based on a forecasted return on equity of approximately 11% and a cost of capital of approximately 11%. The average of these values was then discounted for lack of marketability and control of the Plymouth Rock shares. Management considered a discount range of 25% to 40%, a range management believes market participants would apply. An independent valuation of Plymouth Rock’s shares obtained by Plymouth Rock was also considered. Management presented and discussed the above information with the Corporation’s directors, who approved the value for the investment.
Increases (decreases) in the price-to-book value multiple, price-to-historical earnings multiple, price-to-forward earnings estimate multiple, return on equity rate and book value in isolation would result in a higher (lower) range of fair values. Increases (decreases) in the discount for lack of marketability and control or cost of capital in isolation would result in a lower (higher) range of fair values.
3. Common Stock—During the six months ended June 30, 2023, the Corporation purchased 11,866 shares of its Common Stock at an average price of $34.50 per share representing an average discount from net asset value of 16.2%. The Corporation may from time to time purchase its 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 prices 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.
4. Investment Transactions—The aggregate cost of securities purchased and the aggregate proceeds of securities sold during the six months ended June 30, 2023, excluding short-term investments, were $11,057,932 and $33,733,282, respectively.
As of June 30, 2023, the tax cost of investments was $488,400,053. Net unrealized appreciation was $747,286,110 consisting of gross unrealized appreciation and gross unrealized depreciation of $754,516,666 and $7,230,556, respectively.
NOTES TO FINANCIAL STATEMENTS — continued (Unaudited)
5. 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 the company’s outstanding voting securities. During the six months ended June 30, 2023, unrealized appreciation from the Corporation’s investment in Plymouth Rock increased by $11,369,600 and the Corporation received dividends of $3,612,122 from Plymouth Rock. The Chairman of the Corporation is a director of Plymouth Rock. The Chief Executive Officer of the Corporation is a director of certain subsidiaries of Plymouth Rock.
6. Restricted Securities—The Corporation may from time to time invest in securities the resale of which is restricted. On June 30, 2023, 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 $270,028,000 at June 30, 2023, which was equal to 21.8% of the Corporation’s net assets. The Corporation does not have the right to demand registration of this security.
7. Bank Line of Credit—The Corporation has entered into a $25 million uncommitted, secured revolving line of credit with UMB Bank, n.a. (“UMB”), the Corporation’s 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, subject to a minimum annual rate of 2.50%. No borrowings were made during the six months ended June 30, 2023.
8. Compensation and Benefit Plans—The aggregate compensation expense for all officers during the six months ended June 30, 2023 was $1,735,750, of which $1,089,250 was paid during the period.
Officers and other employees participate in a 401(k) profit sharing plan. The Corporation has agreed to contribute 3% of each participant’s qualifying compensation to the plan, which is immediately vested. Contributions in excess of 3% may be made at the discretion of the Board of Directors and vest after three years of service. During the six months ended June 30, 2023, the Corporation accrued $122,925 related to the plan.
9. Operating Lease—The Corporation leases office space under a lease that was amended effective April 27, 2022 to extend the lease term until June 30, 2033. The lease includes fixed payments for occupancy and variable payments for certain utilities and for the Corporation’s share of increases in building operating expenses and real estate taxes. The landlord agreed to abate the fixed rent for 12 months commencing July 1, 2022 and to reimburse the Corporation for certain renovation costs that the Corporation may incur. After June 30, 2027, the landlord may offer the Corporation comparable substitute office space under similar terms; if the Corporation does not accept the substitute space, it may terminate the lease 10 months after it delivers notice of such non-acceptance.
The lease extension was accounted for as a lease modification as of the effective date. The Corporation determined that the lease was an operating lease. As of the effective date of the lease extension, the Corporation measured its lease liability and corresponding ROU asset at approximately $2.9 million, which was the present value of the fixed payments less estimated incentive payments to be received under the lease using a discount rate of 4.89%.
Total lease expense for the six months ended June 30, 2023 was $193,857 substantially all of which was operating lease cost.
NOTES TO FINANCIAL STATEMENTS — continued (Unaudited)
Fixed amounts due under the lease as of June 30, 2023 are as follows:
|
|
|
|
|
|
2023
|
|
$206,737
|
|
|
2024
|
|
413,475
|
|
|
2025
|
|
413,475
|
|
|
2026
|
|
413,475
|
|
|
2027
|
|
413,475
|
|
|
2028
|
|
430,014
|
|
|
2029-2033
|
|
2,009,489
|
|
|
Total undiscounted lease payments
|
|
4,300,140
|
|
|
Less lease incentives receivable
|
|
(413,475
|
)
|
|
Less imputed interest
|
|
(903,999
|
)
|
|
Total lease liability
|
|
$2,982,666
|
|
FINANCIAL HIGHLIGHTS
The following table shows per share operating performance data, total returns, ratios and supplemental data for the six months ended June 30, 2023 and each year in the five-year period ended December 31, 2022. This information has been derived from information contained in the financial statements and market price data for the Corporation’s shares.
The Corporation’s 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 at the market price or net asset value, as applicable, on the payable date of the distribution. Distributions that may be taken in shares are assumed to be reinvested at the price designated by the Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2023 (Unaudited)
|
|
2022
|
|
2021
|
|
2020
|
|
2019
|
|
2018
|
|
Per Share Operating Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
40.48
|
|
$
|
48.87
|
|
$
|
39.49
|
|
$
|
38.42
|
|
$
|
30.02
|
|
$
|
32.86
|
|
Net investment income (a)
|
|
|
.30
|
|
|
.54
|
|
|
.83
|
|
|
.70
|
|
|
.47
|
|
|
.54
|
|
Net realized and unrealized gain (loss) on securities (a)
|
|
|
3.60
|
|
|
(6.35
|
)
|
|
12.64
|
|
|
2.20
|
|
|
9.38
|
|
|
(1.91
|
)
|
Total from investment operations
|
|
|
3.90
|
|
|
(5.81
|
)
|
|
13.47
|
|
|
2.90
|
|
|
9.85
|
|
|
(1.37
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
.05
|
|
|
.55
|
|
|
.86
|
|
|
.70
|
|
|
.47
|
|
|
.55
|
|
Distributions from capital gains
|
|
|
.15
|
|
|
1.90
|
|
|
2.89
|
|
|
1.00
|
|
|
.88
|
|
|
.90
|
|
Total distributions
|
|
|
.20
|
|
|
2.45
|
|
|
3.75
|
|
|
1.70
|
|
|
1.35
|
|
|
1.45
|
|
Net change from capital share transactions
|
|
|
—
|
|
|
(.13
|
)
|
|
(.34
|
)
|
|
(.13
|
)
|
|
(.10
|
)
|
|
(.02
|
)
|
Net asset value, end of period
|
|
$
|
44.18
|
|
$
|
40.48
|
|
$
|
48.87
|
|
$
|
39.49
|
|
$
|
38.42
|
|
$
|
30.02
|
|
Per share market value, end of period
|
|
$
|
36.51
|
|
$
|
33.39
|
|
$
|
44.58
|
|
$
|
32.64
|
|
$
|
33.10
|
|
$
|
24.83
|
|
Total return based on market (%)
|
|
|
9.96
|
|
|
(19.89
|
)
|
|
49.39
|
|
|
4.12
|
|
|
39.03
|
|
|
(4.51
|
)
|
Total return based on NAV (%)
|
|
|
9.63
|
|
|
(11.47
|
)
|
|
35.26
|
|
|
8.39
|
|
|
33.31
|
|
|
(3.88
|
)
|
Ratios/Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000)
|
|
$
|
1,235,924
|
|
$
|
1,132,836
|
|
$
|
1,332,591
|
|
$
|
1,036,336
|
|
$
|
994,595
|
|
$
|
765,343
|
|
Ratio of expenses to average net assets (%)
|
|
|
.55
|
(b)
|
|
.50
|
|
|
.54
|
|
|
.66
|
|
|
.66
|
|
|
.69
|
|
Ratio of net investment income to average net assets (%)
|
|
|
1.11
|
(b)
|
|
1.22
|
|
|
1.75
|
|
|
1.94
|
|
|
1.32
|
|
|
1.63
|
|
Portfolio turnover rate (%)
|
|
|
1.03
|
|
|
.37
|
|
|
9.12
|
|
|
11.93
|
|
|
7.00
|
|
|
8.04
|
|
(a)Based on the average number of shares outstanding during the period.
(b)Annualized, not necessarily indicative of full year ratio.
See accompanying notes to financial statements.
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Central Securities Corporation:
Results of Review of Interim Financial Information
We have reviewed the statement of assets and liabilities of Central Securities Corporation (the “Corporation”), including the statement of investments, as of June 30, 2023, and the related statements of operations, changes in net assets, and cash flows for the six-month period ended June 30, 2023, and the related notes (collectively, the interim financial information), and the financial highlights for the six-month period ended June 30, 2023. Based on our review, we are not aware of any material modifications that should be made to the interim financial information and financial highlights for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statement of assets and liabilities of the Corporation, including the statement of investments, as of December 31, 2022, 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 related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended (not presented herein); and in our report dated February 2, 2023, we expressed an unqualified opinion on those financial statements and financial highlights. In our opinion, the information set forth in the accompanying statement of changes in net assets for the year ended December 31, 2022 and the financial highlights for each of the years in the five-year period ended December 31, 2022, is fairly stated, in all material respects, in relation to the statement of changes in net assets and financial highlights from which it has been derived.
Basis for Review Results
The interim financial information and financial highlights are the responsibility of the Corporation’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information and financial highlights consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements and financial highlights taken as a whole. Accordingly, we do not express such an opinion.
KPMG LLP
New York, New York
July 27, 2023
OTHER INFORMATION
Direct Registration
The Corporation utilizes direct registration, a system that allows for book-entry ownership and the electronic transfer of the Corporation’s 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 Corporation’s proxy voting record for the twelve-month period ended June 30, 2023 are available: (1) without charge, upon request, by calling us at our toll-free telephone number (1-866-593-2507), (2) on the Corporation’s website at www.centralsecurities.com and (3) on the Securities and Exchange Commission’s 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-PORT. The Corporation’s Form N-PORT filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s 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.
Annual Meeting of Stockholders
The annual meeting of stockholders of the Corporation was held on March 15, 2023. At the meeting, all of the directors of the Corporation were reelected by the following vote of the holders of Common Stock:
|
|
|
|
|
|
|
In favor
|
|
Withheld
|
L. Price Blackford
|
|
22,665,164
|
|
1,646,511
|
Simms C. Browning
|
|
22,241,296
|
|
2,070,379
|
Donald G. Calder
|
|
22,173,813
|
|
2,137,862
|
David C. Colander
|
|
22,633,090
|
|
1,678,585
|
John C. Hill
|
|
23,436,856
|
|
874,819
|
Jay R. Inglis
|
|
22,163,094
|
|
2,148,581
|
Wilmot H. Kidd
|
|
23,338,418
|
|
973,257
|
Wilmot H. Kidd IV
|
|
22,634,856
|
|
1,676,819
|
David M. Poppe
|
|
22,619,344
|
|
1,692,331
|
A proposal to ratify the selection of KPMG LLP as independent auditors of the Corporation for the year 2023 was approved with 23,375,756 votes for, 698,413 votes against and 237,505 shares abstaining.
Forward-Looking Statements
This report may contain “forward-looking statements” within the meaning of the Securities Exchange Act of 1934. You can identify forward-looking statements by words such as “believe,” “expect,” “may,” “anticipate,” and other similar expressions when discussing prospects for particular portfolio holdings and/or markets, generally. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. We cannot assure future results and disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
This page intentionally left blank.
BOARD OF DIRECTORS
Wilmot H. Kidd, Chairman
L. Price Blackford, Lead Independent Director
Simms C. Browning
Donald G. Calder
David C. Colander
John C. Hill
Jay R. Inglis
Wilmot H. Kidd IV
David M. Poppe
OFFICERS
John C. Hill, Chief Executive Officer and President
Marlene A. Krumholz, Vice President and Secretary
Andrew J. O’Neill, Vice President
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 43078, Providence, RI 02940-3078
800-756-8200
www.computershare.com/investor
CUSTODIAN
UMB Bank, n.a.
Kansas City, MO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
New York, NY
Item 1(b). Each notice transmitted to stockholders in reliance
on Rule 30e-3 under the Act.
Not applicable.
Item 2. Code of Ethics. The information required by this Item
is only required in an annual report on this Form N-CSR.
Item 3. Audit Committee Financial Experts. The information
required by this Item is only required in an annual report on this Form N-CSR.
Item 4. Principal Accountant Fees and Services. The information
required by this Item is only required in an annual report on this Form N-CSR.
Item 5. Audit Committee of Listed Registrants. The information
required by this Item is only required in an annual report on this Form N-CSR.
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. The information required by this Item is only required in an annual report on this Form N-CSR.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
| (a) | The information required by this Item is only required in an annual report on this Form N-CSR. |
| (b) | There have been no changes in any of the Portfolio Managers identified in the Corporation’s report on Form N-CSR for the year
ended December 31, 2022. |
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 (January 1 through January 31) |
11,866 |
$34.50 |
NA |
NA |
Month #2 (February 1 through February 28) |
-0- |
NA |
NA |
NA |
Month #3 (March 1 through March 31) |
-0- |
NA |
NA |
NA |
Month #4 (April 1 through April 30) |
-0- |
NA |
NA |
NA |
Month #5 (May 1 through May 31) |
-0- |
NA |
NA |
NA |
Month #6 (June 1 through June 30) |
-0- |
NA |
NA |
NA |
Total |
11,866 |
$34.50 |
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 registrant’s board of directors since
such procedures were last described in the Corporation’s proxy statement dated February 7, 2023.
Item 11. Controls and Procedures.
(a) The Principal Executive Officer and Principal Financial Officer
of Central Securities Corporation (the “Corporation”) have concluded that the Corporation’s Disclosure Controls and
Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) 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 has been no change in the Corporation’s internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered
by this report that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over
financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) The information required by this Item is only required in an annual
report on this Form N-CSR.
(b) The information required by this Item is only required in an annual
report on this Form N-CSR.
Item 13. Exhibits.
(a)(1) 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. The information required by this Item is only required in an annual report on this Form N-CSR.
(a)(2) A separate certification for each principal executive officer
and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940. Attached hereto.
(a)(3) 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.
(a)(4) Change in the registrant’s independent public accountant.
Not applicable.
(b) Certifications of the principal executive officer and principal
financial officer, as required by Rule 30a-2(b) under the Investment Company Act of 1940. Attached hereto.
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/ John C. Hill |
|
|
John C. Hill |
|
|
Chief Executive Officer and President |
|
August 10, 2023
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/ John C. Hill |
|
|
John C. Hill |
|
|
Chief Executive Officer and President |
|
August 10, 2023
Date
By: |
/s/ Lawrence P. Vogel |
|
|
Lawrence P. Vogel |
|
|
Vice President and Treasurer |
|
August 10, 2023
Date
Central Securities Corporation N-CSRS
Exhibit 99.CERT
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act
I, John C. Hill, certify that:
1. I have reviewed this report on Form N–CSR 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 financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations, changes in
net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and
for, the periods presented in this report;
4. The registrant’s other certifying officer 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 period covered by this report 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 and I have disclosed
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the 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.
Date: August 10, 2023 |
/s/ John C. Hill |
|
|
John C. Hill |
|
|
Chief Executive Officer |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act
I, Lawrence P. Vogel, certify that:
1. I have reviewed this report on Form N–CSR 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 financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations, changes in
net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and
for, the periods presented in this report;
4. The registrant’s other certifying officer 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 period covered by this report 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 and I have disclosed
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the 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.
Date: August 10, 2023 |
/s/
Lawrence P. Vogel |
|
|
Lawrence P. Vogel |
|
|
Vice President and Treasurer |
|
Central Securities Corporation N-CSRS
Exhibit 99.906 CERT
Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act
I, John C. Hill, Chief Executive Officer of Central Securities Corporation
(the “Corporation”), certify that:
| 1. | The Corporation’s periodic report on Form N-CSR for the period ended June 30, 2023 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Corporation. |
August 10, 2023 |
/s/ John C. Hill |
|
Date |
John C. Hill |
|
|
Chief Executive Officer |
|
Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act
I, Lawrence P. Vogel, Treasurer of Central Securities Corporation (the
“Corporation”), certify that:
| 1. | The Corporation’s periodic report on Form N-CSR for the period ended June 30, 2023 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Corporation. |
August 10, 2023 |
/s/ Lawrence P. Vogel |
|
Date |
Lawrence P. Vogel |
|
|
Vice President and Treasurer |
|
A signed original of this written statement required by Section 906
has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or
its staff upon request
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