OMB APPROVAL

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden hours per response . . . 2.50

SEC FILE NUMBER
1-3834

CUSIP NUMBER
211615 30 7

 

(Check one):

 

ý Form 10-K

 

o Form 20-F

 

o Form 11-K

 

o Form 10-Q

 

o Form 10-D

 

 

o Form N-SAR

 

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2005

 

 

o Transition Report on Form 10-K

 

 

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

 

 

For the Transition Period Ended:

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

Continental Materials Corporation

Full Name of Registrant

 

 

Former Name if Applicable

 

200 South Wacker Drive, Suite 4000

Address of Principal Executive Office (Street and Number)

 

Chicago, Illinois  60606

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

ý

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

o

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

o

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Without unreasonable effort or expense, the Company is not able to complete its financial statement disclosures to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2005. Specifically, the Company continues to assess the appropriateness of its segment disclosures in accordance with Statement of Financial Accounting Standard No. 131 – Disclosures about Segments of an Enterprise and Related Information.

 

The Company does not anticipate any revisions to the financial information that was reported in its earnings release of March 31, 2006.

 

SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)

 

Name and telephone number of person to contact in regard to this notification

 

 

Joseph J. Sum

 

(312)

 

541-7200

 

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

 

(2)

 

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

 

 

 

 

 

 

 

 

 

ý Yes    o No

 

 

 

 

 

 

 

(3)

 

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

 

 

ý Yes    o No

 

 

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

The unaudited results of operations for the fiscal 2005 fourth quarter and year-end were announced in the Company’s press release dated March 31, 2006 and its Report on Form 8-K dated March 31, 2006, which included a copy of the press release as an exhibit. For the 2005 fiscal year as compared to the 2004 fiscal year, the Company reported an increase in both net income and earnings per diluted share. For the 2005 fiscal year, the Company reported net income of $2,758,000 or $1.69 per diluted share compared to the 2004 fiscal year $2,373,000 or $1.38 per diluted share. The increase in net income for the 2005 year was primarily as a result of increased sales volume, a decrease in depreciation, depletion and amortization expense and an increased gain on the sale of property and equipment as compared to 2004. Selling prices were generally higher, however, the higher selling prices were largely offset by higher material, fuel and employee benefit costs. Net income for the fourth quarter of 2005 was $1,063,000 or 66 cents per diluted share. Net income for the fourth quarter of 2004 was $1,311,000, or 77 cents per diluted share. The decline in net income for the fourth quarter of 2005 was due to a lower volume of furnace sales and an increase in the reserve for product liability claims.

 

Continental Materials Corporation

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

April 1, 2006

 

By

/s/ Joseph J. Sum

 

 

 

 

Name:

Joseph J. Sum

 

 

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).