SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number:
0-27132
CUSIP Number:
881016109
NOTIFICATION OF LATE FILING
(Check [ ] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
One): [ ] Form N-SAR
For Period Ended: March 31, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:________________________________________________
Read attached instruction sheet 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
Full name of registrant Terrace Food Group, Inc.
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Former name if applicable ______________________________________________________
1351 N.W. 22nd Street
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Address of principal executive office (Street and number)
City, State and Zip Code Pampano beach, Florida 33069
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Part II. Rule 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 appropriate box.)
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[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject amendment to the annual report, semi-annual report,
transition report on Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (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 the reasons why Form 10-KSB/A, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant will not be able to file the Form 10-Q for the quarter
ended March 31, 2000 without unreasonable effort or expense due to delays in
gathering information for inclusion therein.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan S. Lasko (954) 917-7272
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(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 the answer is no,
identify report(s).
[X] Yes [ ] 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?
[X] Yes [ ] 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 Registrant expects to report higher revenue and net loss for the
three-month period ended March 31, 2000 as compared to the comparable prior year
period. The increase in revenue is attributable to significant sales growth in
the Registrant's food distribution segment. The increased loss is attributable
to several factors. Interest expense was much higher due to additional issuances
of the Registrant's Convertible Subordinated Notes, higher borrowings and higher
interest rates on the its bank revolving line of credit, borrowings from its two
senior officers and additional borrowings for the acquisition of manufacturing
equipment. These borrowings more than offset a reduced balance in the
Registrant's bank term loan and the repayment of certain capital lease
obligations on transportation equipment. Increased corporate expenses largely
offset increased segment operating income.
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Terrace Food Group, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 16, 2000 By: /s/ William P. Rodrigues Jr.
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Name: William P. Rodrigues Jr.
Title: Vice-President for Finance,
Treasurer and 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.
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