<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
February 28, 1995 1-8798
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Nu Horizons Electronics Corp.
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(Exact name of registrant as specified in its charter)
Delaware 11-2621097
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6000 New Horizons Blvd., Amityville, New York 11701
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(Address of principal executive offices) (Zip Code)
(516) 226-6000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
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(Title of class)
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(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock Par Value $.0066 Per Share NASDAQ National Market System
----------------------------------------- -------------------------------
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ___
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of May 17, 1994.
Common Stock - Par Value $.0066 7,732,051
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Class Outstanding Shares
Aggregate Market Value of Non-Affiliate Stock at May 17, 1995 -
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approximately $67,655,000
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1
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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I:
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II:
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
PART III:
Item 10. Directors and Executive Officers of the Company
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 13. Certain Relationships and Related Transactions
PART IV:
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
Page 2
<PAGE>
PART I.
ITEM 1. BUSINESS:
GENERAL:
Nu Horizons Electronics Corp. (the "Company") and its wholly-owned
subsidiaries, NIC Components Corp. ("NIC") and Nu Horizons/Merit
Electronics Corp. ("NUM"), are engaged in the distribution of high
technology active and passive electronic components. Nu Horizons
International Corp. ("International"), another wholly-owned subsidiary,
is an export distributor of electronic components. Nu Visions
Manufacturing, Inc. ("NUV") located in Springfield, Massachusetts,
another wholly-owned subsidiary of the Company, is a contract assembler
of circuit boards, harnesses and related electromechanical devices for
various OEM's. All references herein to the Company shall, unless the
context otherwise requires, be deemed to refer to the Company and its
subsidiaries.
Active components distributed by the Company, principally to original
equipment manufacturers (OEMs) in the eastern United States, include
commercial and military semiconductor products such as memory chips,
microprocessors, digital and linear circuits, microwave, RF and
fiberoptic components, transistors and diodes. Passive components
distributed by NIC, principally to OEMs and other distributors
nationally, consist of a high technology line of chip and leaded
components including capacitors, resistors and related networks.
The active and passive components distributed by the Company are
utilized by the electronics industry and other industries in the
manufacture of sophisticated electronic products including: military,
industrial instrumentation, computers and peripheral equipment, consumer
electronics, telephone and telecommunications equipment, satellite
communications equipment, cellular communications equipment, medical
equipment, automotive electronics, and audio and video electronic
equipment.
Manufacturers of electronic components augment their marketing programs
through the use of independent distributors and contract assemblers such
as the Company, upon which they rely to a considerable extent to market
their products. Distributors and assemblers, such as the Company, offer
their customers the convenience of diverse inventories and rapid
delivery, design and technical assistance, and the availability of
product in smaller quantities than generally available from
manufacturers. Generally, companies engaged in the distribution of
active and passive electronic components, such as the Company, are
required to maintain a relatively significant investment in inventories
and accounts receivable. To meet these requirements, the Company, and
other companies in the industry, typically depend on internally generated
funds as well as external borrowings.
Effective April 1, 1994, the Company acquired, through a newly formed
subsidiary, Nu Horizons/Merit Electronics Corp. ("NUM"), substantially
all of the assets and certain liabilities of Merit Electronics Corp.,
located in San Jose, California ("Merit"). NUM is engaged in the
distribution of active electronic components in the Northern California
marketplace and provides the Company with a base of operations for future
expansion on the West Coast. See Note 3 of the accompanying financial
statements for further information relative to this acquisition.
Management's policy is to manage, maintain and control all inventories
from its principal headquarters and stocking facilities on Long Island,
New York and, effective April 1, 1994, in San Jose, California. As
additional franchise line opportunities become available to the Company,
the need for branch level inventories may be necessary and desirable in
order to better serve the specific needs of local markets.
Page 3
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ITEM 1. BUSINESS (Continued):
Semiconductor Products (Active Components):
The Company is a distributor of a broad range of semiconductor products
to commercial and military OEMs principally in the United States. The
Company is a franchised distributor of active components for
approximately fifty-five product lines, the most significant of which are
SGS-Thomson Microelectronics and Toshiba. Other significant franchised
product lines include Atmel, Cirrus Logic, Elantec, Exar, Exel
Microelectronics, General Instrument, Integrated Circuit Systems,
International Rectifier, M/A-COM, Maxim Integrated Products, NEC, Silicon
Systems, Standard Microsystems Corporation, Supertex, Inc., VTC
Incorporated and Xilinx.
The Company's franchise agreements authorize it to sell all or part of
the product line of a manufacturer on a non-exclusive basis. Under these
agreements, each manufacturer will grant credits for any subsequent price
reduction by such manufacturer and inventory return privileges whereby
the Company can return to each such manufacturer for credit or exchange a
percentage ranging from 5% to 20% of the inventory purchased from said
manufacturer during a semi-annual period. The franchise agreement may be
cancelled by either party upon written notice. The Company anticipates,
in the future, entering into additional franchise agreements and
increasing its inventory levels in accordance with business demands.
Passive Components and Relationship with Nippon:
NIC is the exclusive outlet in North America for Nippon Industries Co.
Ltd.'s (Japan) brand of passive components and does not foresee any
change in this relationship. While the Company does not have a written
agreement with Nippon in this regard, it believes that a formal written
agreement is not material to its ongoing business relationship with
Nippon.
Due to certain market situations, NIC, with Nippon's assent, has also
established several manufacturing associations with U.S. and Taiwan based
companies. NIC intends to continue to give Nippon priority however, in
acquiring its products whenever the technology and pricing are
commensurate with the North American market's requirements.
Contract Assembly:
As discussed above, the Company's core business is the distribution of
active components to OEMs and passive components to OEM's and
distributors nationally in the United States.
Those components are then placed on printed circuit boards by the OEMs
themselves or are contracted for placement to outside contract assembly
companies (domestically or offshore). The Company believes that the
latter (outside contract assembly) is becoming more prevalent nationally,
especially among small to midsize OEMs.
With a view towards maximizing the Company's current customer base as
well as offering new customers additional services, the Company decided,
in 1991, that contract circuit board assembly was a natural extension to
its business, since 80% of the components found on most printed circuit
boards can be provided through the Company's active and NIC's passive
products.
Page 4
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ITEM 1. BUSINESS (Continued):
Contract Assembly (continued):
In August 1991, the Company formed a new subsidiary, Nu Visions
Manufacturing, Inc. (NUV), a Massachusetts corporation, for the purpose
of providing contract assembly services. On September 6, 1991, NUV
purchased all of the assets of Leja Assoc., Inc. located in Springfield,
Massachusetts, in a bulk transfer for approximately $300,000. Leja was
an existing subcontract board assembly operation. NUV began doing
business in September 1991 and was moved to a new facility in mid-
February 1992. In order to expand and enhance this part of the business,
the Company has acquired approximately $1,000,000 of automated circuit
board assembly equipment.
Sales and Marketing:
Management's strategy for long-term success has been to focus the
Company's sales and marketing efforts towards the following industry
segments: industrial, telecom/datacom, military, medical
instrumentation, microwave and RF, fiberoptic, consumer electronics,
security and protection devices, office equipment, computers and computer
peripherals, factory automation and robotics both domestically and
abroad. In order to help achieve these goals, the Company may enter into
new franchise agreements for a broad base of commodity semiconductor
products including those used in the key niche industries referred to
above. In order to service military customers, the Company has a
separate and controlled military warehouse section in its existing
facility which it believes complies with all government requirements.
NIC, in an effort to meet the increasing demand for its surface mount
chip capacitors, resistors and thermistors, occupies an environmentally
controlled warehouse in the Company's Long Island facility.
As of February 28, 1995 the Company had approximately 13,000 customers.
All sales are made through customers' purchase orders. Semiconductors
are sold primarily via telephone by the Company's executive officers and
in-house staff of 70 salespersons, and by a field sales force of 77
salespersons. The Company maintains branch sales facilities located in
Pine Brook, New Jersey; Wakefield, Massachusetts; Rochester, New York;
Columbia, Maryland; Mt. Laurel, New Jersey; Ft. Lauderdale, Florida;
Huntsville, Alabama; Norcross, Georgia; Orlando, Florida; Cleveland,
Ohio; Dallas, Texas; Austin, Texas and Edina, Minnesota. In April 1994,
the Company acquired substantially all of the assets of Merit
Electronics, Inc., a distribution business based in San Jose, California
as its vehicle for entry to the West Coast electronic component
distribution market. See Note 3 of the accompanying financial statements
for further information relative to this acquisition. Subsequent to this
acquisition, the Company opened a branch sales office in Irvine,
California.
NIC's passive components are marketed through the services of a
national network of approximately 20 independent sales representative
organizations, employing over 200 salespersons, as well as through NIC's
in-house sales and engineering personnel. The independent representative
organizations do not represent competing product lines but sell other
related products. Commissions to such organizations are generally
equivalent to 5% of all sales in a representative's exclusive territory.
Page 5
<PAGE>
ITEM 1. BUSINESS (Continued):
Sales and Marketing (Continued):
NIC has developed a national network of approximately 75 regional
distributor locations which market passive components on a non-exclusive
basis. Approximately 35 of the regional distributors have entered into
agreements with NIC whereby they are required to purchase from NIC a
prescribed initial inventory. These distributors are protected by NIC
against price reductions and are granted inventory return and other
privileges. Due to the efforts of NIC and its distributors, NIC's
passive components have been tested and "designed in" as a prime source
of qualified product by over 7,000 OEMs in the United States.
Nu Visions' contract manufacturing facilities are marketed through the
services of several East Coast independent sales representatives as well
as the Company's field sales force.
No single customer accounted for more than 2% of the Company's
consolidated sales for the year ended February 28, 1995. The Company's
sales practice is to require payment within thirty days of delivery.
Source of Supply:
The Company inventories an extensive stock of active and passive
components; however, if the Company's customers order products for which
the Company does not maintain inventory, the Company's marketing strategy
is to obtain such products from its franchise manufacturers, or, if a
product is unobtainable, to identify and recommend satisfactory
interchangeable alternative components. For this purpose, the Company
devotes considerable efforts to familiarizing itself with component
product movement throughout the industry, as well as to constant
monitoring of its own inventories.
As of February 28, 1995, there were two manufacturers that represented
more than 10% of the Company's inventory, on a consolidated basis. These
two suppliers, SGS-Thomson and Toshiba, respectively, accounted for 13%
and 11% of total inventory. Electronic components distributed by the
Company generally are presently readily available; however, from time to
time the electronics industry has experienced shortages or surplus of
certain electronic products.
Competition and Regulation:
The Company competes with many companies that distribute semiconductor
and passive electronic components and to a lesser extent companies which
manufacture such products and sell them directly to OEMs and other
distributors. Many of these companies have substantially greater assets
and possess greater financial and personnel resources than those of the
Company. In addition, certain of these companies possess independent
franchise agreements to carry semiconductor product lines which the
Company does not carry, but which it may desire to sell. Competition is
based primarily upon inventory availability, quality of service,
knowledge of product and price. The Company believes that it derives an
advantage in the distribution of passive electronic components from the
distribution of those components under its own label.
Page 6
<PAGE>
ITEM 1. BUSINESS (Continued):
Competition and Regulation (Continued):
The Company's competitive ability to price its imported passive
components could be adversely affected by increases in tariffs, duties,
changes in the United States' trade treaties with Japan or other foreign
countries, transportation strikes and the adoption of Federal laws
containing import restrictions. In addition, the cost of the Company's
imports could be subject to governmental controls and international
currency fluctuations. Because imports are paid for with U.S. dollars,
the decline in value of United States currency as against foreign
currencies would cause increases in the dollar prices of the Company's
imports from Japan and other foreign countries. Although the Company has
not experienced any material adverse effect to date in its ability to
compete or maintain its profit margins as a result of any of the
foregoing factors, no assurance can be given that such factors will not
have a material adverse effect in the future.
Backlog:
The Company defines backlog as orders, believed to be firm, received
from customers and scheduled for shipment no later than 60 days for
active components and no longer than 90 days for passive components from
the date of the order. As of May 1, 1995, the Company's backlog was
approximately $22,000,000 as compared to a backlog of approximately
$16,000,000 at May 2, 1994.
Employees:
As of February 28, 1995, the Company employed 307 persons: 8 in
management, 171 in sales and sales support, 19 in product and purchasing,
9 in accounting and finance, 18 in operations, 46 in manufacturing, and
36 in shipping, receiving and warehousing. The Company believes that
its employee relations are satisfactory.
The Company was incorporated under the laws of the State of Delaware in
1987 and continued the business of its predecessor.
ITEM 2. PROPERTIES
In September 1985, the Company moved its corporate headquarters to a
20,000 square foot building located in Amityville, New York, which serves
as its executive offices and distribution center. The building was
financed through an Industrial Revenue Bond with interest at a percentage
of the bank's prime rate. As of February 28, 1995, the Company's
outstanding mortgage indebtedness in respect of this property was
$504,483.
In October 1991, the Company leased approximately 10,400 square feet of
manufacturing and office space in Springfield, Massachusetts for its Nu
Visions Manufacturing, Inc. subsidiary which was subsequently increased
to 14,400 square feet. The lease term is from February 17, 1992 to
February 16, 2002 at an annual base rental of $98,000 subject to annual
consumer price index increases not to exceed 2% annually. The lease
includes buy out provisions at the end of the fifth and sixth years.
In April 1994, the Company leased approximately 12,500 square feet of
warehouse and office space in San Jose, California for its Nu
Horizons/Merit subsidiary. This facility will serve as the Company's
West Coast regional sales and distribution headquarters. The lease term
is from May 1, 1994 to April 30, 1999 at an annual base rental of
$140,000.
The Company also leases fourteen (14) branch sales offices which range
in size from 1,000 square feet to 5,000 square feet, with lease terms
that expire between April 1995 and March 2000. Annual rentals range from
$12,000 to $63,000 with aggregate rentals approximating $328,000.
Page 7
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ITEM 3. LEGAL PROCEEDINGS:
No material legal proceeding is pending to which the Company is a party
or to which any of its property is or may be subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
No matters were submitted during the fourth quarter of the fiscal year
ended February 28, 1995 to a vote of security holders through the
solicitation of proxies or otherwise.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS:
(a) The Company's common stock is traded on the NASDAQ National Market
System under the symbol "NUHC". The following table sets forth, for
the periods indicated, the high and low closing prices for the
Company's common stock, as adjusted for 5% stock dividends declared
on September 16, 1992 and March 9, 1993, a 3:2 stock split declared
on September 7, 1993, as reported by the NASDAQ National Market
System.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
FISCAL YEAR 1994:
First Quarter $ 6.08 $4.08
Second Quarter 10.83 5.58
Third Quarter 16.50 9.25
Fourth Quarter 12.25 7.63
FISCAL YEAR 1995:
First Quarter 10.75 8.25
Second Quarter 8.75 5.75
Third Quarter 9.75 6.13
Fourth Quarter 9.50 6.88
FISCAL YEAR 1996:
First Quarter (Through May 17, 1995) 8.75 6.50
</TABLE>
(b) As of May 17, 1995, the Company's common stock was owned by
approximately 2,000 holders of record.
(c) The Company has never paid a cash dividend on its common stock. In
addition, the Company's revolving credit line agreement prohibits,
without the bank's consent, the payment of cash dividends.
Page 8
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ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993 29, 1992 28, 1991
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:
Net sales $130,251,554 $92,418,038 $60,507,620 $42,187,636 $39,007,394
Gross profit
on sales 30,913,305 24,950,478 15,390,022 10,715,954 9,883,241
Gross profit
percentage 23.7% 27.0% 25.4% 25.4% 25.3%
Income before
provision for
income taxes 7,444,147 8,549,534 2,564,335 495,559 223,971
Net income 4,421,823 5,044,225 1,489,658 296,816 155,353
Earnings per
common share:
Primary $ .56 $ .65 $ .20 $ .04 $ .02
Fully diluted $ .52 $ .65 $ .19 $ .04 $ .02
FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993 29, 1992 28, 1991
----------- ----------- ----------- ----------- -----------
BALANCE SHEET
DATA:
Working capital $ 36,328,941 $23,792,512 $17,523,791 $12,465,363 $12,098,111
Total assets 51,972,606 37,448,040 26,083,687 17,849,628 16,713,047
Long-term debt 20,580,613 9,339,195 8,079,590 4,279,514 3,983,609
Shareholders'
equity 22,541,916 18,051,985 12,679,681 10,887,624 10,511,539
</TABLE>
Page 9
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Fiscal Year 1995 versus 1994
Results of Operations:
Net sales for the year ended February 28, 1995 aggregated $130,251,554 as
compared to $92,418,038 for the year ended February 28, 1994, an increase
of 41%. Management attributes the increase in sales for the period to the
following reasons: Approximately $13,845,000 or 37% of the overall
increase resulted from the inception of distribution operations, as of
April 1, 1994, of the new "NUM" subsidiary located in San Jose, California.
Approximately $1,328,000 or 3% of the overall increase resulted from
incremental sales increases achieved at the Nu Visions Manufacturing
subsidiary. The balance of the increase, approximately $22,661,000 or 60%
of the overall increase, resulted from incremental sales generated by the
core distribution business through greater market penetration and
continuing economic strength in the electronic industry.
Gross profit margin as a percentage of net sales was 23.7% for the year
ended February 28, 1995 as compared to 27% for the year ended February 28,
1994. Management attributes this lower profit margin primarily to a
downward correction in selling prices in the marketplace during the period
ended February 28, 1995 and a greater volume of larger orders at lower
gross profit margins.
Operating expenses increased $6,185,668 to $22,094,158 for the year ended
February 28, 1995 from $15,908,490 for the year ended February 28, 1994, an
increase of approximately 39%. As a percentage of net sales, operating
expenses declined from 17.2% in fiscal 1994 to 16.9% in fiscal 1995. The
dollar increase in operating expenses was due to increases in the following
expense categories: Approximately $5,540,000 or approximately 90% of the
increases were for personnel related costs - commissions, salaries, travel,
fringe benefits and the addition of the San Jose California distribution
facility and sales branches in Dallas, Texas, Austin, Texas and Edina,
Minnesota. These increases were required to produce the increased sales
which were achieved during the past fiscal year. The remaining increase of
approximately $645,000 or approximately 10% of the total increment is a
result of increases in various other operating costs to support the
increase in net sales for the period.
Interest expense increased $850,428 from $536,591 for the year ended
February 28, 1994 to $1,387,019 for the year ended February 28, 1995. This
increase was primarily due to higher average borrowings resulting from an
increase in the Company's inventory, accounts receivable resulting from the
increase in sales volume and debt incurred in connection with the Merit
acquisition, as well as higher interest rates during the period.
Net income for the year ended February 28, 1995 was $4,421,823 or $.56 per
share as compared to $5,044,225 or $.65 per share for the year ended
February 28, 1994. The decrease in earnings is primarily due to lower
gross profit margins and higher operating expenses, partially offset by the
increase in sales volume.
Page 10
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued):
Fiscal Year 1995 versus 1994 (Continued)
Liquidity and Capital Resources:
The Company ended its 1995 fiscal year with working capital and cash
aggregating approximately $36,329,000 and $499,000, respectively at
February 28, 1995 as compared to approximately $23,792,000 and
$2,124,000, respectively, at February 28, 1994. The Company's current
ratio at February 28, 1995 was 5.1:1. The Company believes that its
financial position at February 28, 1995 will enable it to take advantage
of any new opportunities that may arise.
In order to expand and enhance the subcontract circuit board assembly
part of the business, Nu Visions Manufacturing, Inc. ("NUV"), the Company
would expect to incur possible additional capital expenditures. At this
time, the Company has acquired approximately $1,000,000 of equipment and
has budgeted to acquire approximately $200,000 of additional equipment,
which has and will be financed through equipment leases and or with funds
from operations.
In April 1994, the Company entered into an amended and restated unsecured
revolving line of credit agreement, which as amended, currently provides
for maximum borrowings of $18,000,000 at the bank's prime rate, through
May 1, 1997. At February 28, 1995, $4,400,000 was outstanding under this
line of credit as compared to $8,100,000 at February 28, 1994.
Effective April 1, 1994, Nu Horizons/Merit Electronics Corp., a newly
formed subsidiary of the Company, acquired substantially all of the
assets and assumed certain liabilities of Merit Electronics, Inc., an
electronic component distributor, located in San Jose, California. The
$6,000,000 cost of the acquisition was paid in cash and was financed
through a borrowing of such amount under the Company's revolving line of
credit (see Notes 3 and 6 to the accompanying financial statements).
In a private placement completed on August 31, 1994, the Company issued
$15 million principal amount of Subordinated Convertible Notes, which are
due in $5,000,000 increments on August 31, 2000, 2001 and 2002. The
notes are subordinate in right of payment to all existing and future
senior indebtedness of the Company. The notes bear interest at 8.25%,
payable quarterly on November 30, February 28, May 31 and August 31. The
notes are convertible into shares of common stock at a conversion price
of $9.00 per share. The cost of issuing these notes was $521,565 and is
being amortized over the life of the notes.
The Company anticipates that its capital resources provided from its cash
flow from operations and its bank line of credit will be sufficient to
meet its financing requirements for at least the next twelve month
period.
Inflationary Impact:
Since the inception of operations, inflation has not significantly
affected the operating results of the Company. However, inflation and
changing interest rates have had a significant effect on the economy in
general and therefore could affect the operating results of the Company
in the future.
Page 11
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued):
Fiscal Year 1994 versus 1993
Results of Operations:
Net sales for the year ended February 28, 1994 aggregated $92,418,038 as
compared to $60,507,620 for the year ended February 28, 1993, an increase
of 52.7%. Management attributes this increase in net sales to the
addition of new customers, incremental sales to existing customers,
increased market penetration by the East Coast branch network, growth in
existing product lines and the addition of several niche franchised
lines.
Gross profit margin as a percentage of net sales increased to 27% for the
year ended February 28, 1994 as compared to 25.4% for the year ended
February 28, 1993. Management attributes this increase to its success in
increasing sales of more profitable product lines, its continuing
emphasis on monitoring gross profit margins on individual sales and a
maturing of the Company's customer relationships.
Operating expenses increased $ 3,444,305 to $15,908,490 for the year
ended February 28, 1994 from $12,464,185 for the year ended February 28,
1993, an increase of approximately 28%. As a percentage of net sales,
operating expenses declined from 20.6% in fiscal 1993 to 17.2% in fiscal
1994. The dollar increase in operating expenses was due to increases in
the following expense categories: Approximately $2,400,000 or
approximately 70% of the increases were for personnel related costs -
commissions, salaries, travel and fringe benefits. These increases were
required to produce the increased sales which were achieved during the
past fiscal year. Approximately $665,000 or approximately 19% of the
overall increase for the year resulted from bonuses accrued on employment
contracts for three senior executives which became effective on March 1,
1992 (see note 12a to the consolidated financial statements). In
addition, other operating expenses increased approximately $270,000 or
approximately 8% of the total for fiscal 1994 over fiscal 1993 relative
to Nu Visions Manufacturing, Inc., the Company's contract manufacturing
subsidiary. The remaining increase of approximately $109,000 or
approximately 3% of the total increment is a result of increases in
various other operating costs to support the increase in net sales for
the period.
Interest expense increased $125,095 from $411,496 for the year ended
February 28, 1993 to $536,591 for the year ended February 28, 1994. This
increase was primarily due to increased borrowings which were required to
support the higher accounts receivable and inventory levels, resulting
from the 52.7% increase in sales volume.
The increase in net income from $1,489,658 or $.20 per share for the year
ended February 28, 1993 to $5,044,225 or $.65 per share for the year
ended February 28, 1994 was primarily due to the increase in gross profit
dollars, resulting from the 52.7% increase in net sales net of the
increase in operating and interest expenses.
Page 12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued):
Fiscal Year 1994 versus 1993 (Continued)
Liquidity and Capital Resources:
The Company ended its 1994 fiscal year with working capital and cash
aggregating approximately $23,792,000 and $2,124,000, respectively at
February 28, 1994 as compared to approximately $17,524,000 and
$1,319,000, respectively, at February 28, 1993. The Company's current
ratio at February 28, 1994 was 3.4:1.
In order to expand and enhance the subcontract circuit board assembly
part of the business, Nu Visions Manufacturing, Inc. ("NUV"), the Company
would expect to incur possible additional capital expenditures. As of
February 28, 1994 the Company had acquired $900,000 of equipment and had
budgeted to acquire approximately $200,000 of additional equipment, which
has been financed through equipment loans and or with funds from
operations.
In April 1994, the Company entered into an amended and restated unsecured
revolving line of credit agreement, which as amended, provided for
maximum borrowings of $18,000,000 at the bank's prime rate, through May
1, 1997. At February 28, 1994, $8,100,000 was outstanding under this
line of credit as compared to $6,600,000 at February 28, 1993.
Page 13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
To The Board of Directors
Nu Horizons Electronics Corp.
Amityville, New York
We have audited the accompanying consolidated financial statements of Nu
Horizons Electronics Corp. and subsidiaries as listed in the Index under Item 14
in this Form 10-K. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Nu Horizons
Electronics Corp. and subsidiaries at February 28, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years in
the period ended February 28, 1995 in conformity with generally accepted
accounting principles.
BY: /s/ LAZAR, LEVINE, & COMPANY LLP
----------------------------------
LAZAR, LEVINE & COMPANY LLP
New York, New York
May 18, 1995
Page F-1
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
-ASSETS- FEBRUARY FEBRUARY
------ 28, 1995 28, 1994
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash (including time deposits) $ 498,919 $ 2,124,307
Accounts receivable-net of allowance for
doubtful accounts of $898,359 and $500,463
for 1995 and 1994, respectively 20,786,943 15,011,384
Inventories 22,255,545 16,043,826
Prepaid expenses and other current assets 1,637,611 669,855
----------- -----------
TOTAL CURRENT ASSETS 45,179,018 33,849,372
PROPERTY, PLANT AND EQUIPMENT - NET
(Notes 4 and 7) 3,141,054 2,842,376
OTHER ASSETS (Note 5) 3,652,534 756,292
----------- -----------
$51,972,606 $37,448,040
=========== ===========
</TABLE>
-LIABILITIES AND SHAREHOLDERS' EQUITY-
--------------------------------------
<TABLE>
<CAPTION>
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 6,286,579 $ 6,376,574
Accrued expenses 2,201,006 1,165,931
Current portion of long-term debt (Note 7) 311,063 315,275
Income taxes (Note 10) 7,743 2,199,080
Other current liabilities 43,686 -
----------- -----------
TOTAL CURRENT LIABILITIES 8,850,077 10,056,860
----------- -----------
DEFERRED INCOME TAXES (Note 10) 585,209 461,078
----------- -----------
REVOLVING CREDIT LINE (Note 6) 4,400,000 8,100,000
----------- -----------
LONG-TERM DEBT (Note 7) 595,404 778,117
----------- -----------
SUBORDINATED CONVERTIBLE NOTES (Note 8) 15,000,000 -
----------- -----------
COMMITMENTS AND CONTINGENCIES
(Notes 6, 11, 12 and 13)
SHAREHOLDERS' EQUITY (Note 9):
Preferred stock, $1 par value, 1,000,000
shares authorized; none issued or
outstanding - -
Common stock, $.0066 par value, 20,000,000
shares authorized; 7,732,051 and
7,713,634 shares issued and outstanding
for 1995 and 1994, respectively 51,032 50,910
Additional paid-in capital 10,726,727 10,699,407
Retained earnings 11,764,157 7,342,334
----------- -----------
22,541,916 18,092,651
Less: loan to ESOP (Notes 7 and 11) - 40,666
----------- -----------
22,541,916 18,051,985
----------- -----------
$51,972,606 $37,448,040
=========== ===========
</TABLE>
See notes to consolidated financial statements.
Page F-2
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
--------------------------------------
FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993
-------- -------- --------
<S> <C> <C> <C>
NET SALES $130,251,554 $92,418,038 $60,507,620
------------ ----------- -----------
COSTS AND EXPENSES:
Cost of sales (Note 13) 99,338,249 67,467,560 45,117,598
Operating expenses 22,094,158 15,908,490 12,464,185
Interest expense 1,387,019 536,591 411,496
Interest income (12,019) (44,137) (49,994)
----------- ----------- -----------
122,807,407 83,868,504 57,943,285
----------- ----------- -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 7,444,147 8,549,534 2,564,335
Provision for income
taxes (Note 10) 3,022,324 3,505,309 1,074,677
----------- ----------- -----------
NET INCOME $ 4,421,823 $ 5,044,225 $ 1,489,658
=========== =========== ===========
EARNINGS PER SHARE
(Note 2j):
Primary $ .56 $ .65 $ .20
=========== =========== ===========
Fully diluted $ .52 $ .65 $ .19
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
Page F-3
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
----------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
COMMON DIVIDEND PAID-IN RETAINED LOAN TO SHAREHOLDERS'
SHARES STOCK PAYABLE CAPITAL EARNINGS ESOP EQUITY
--------- ------------- ----------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
February 29, 1992 4,494,199 $44,942 $ - $ 7,883,859 $ 3,198,992 $(240,169) $10,887,624
Exercise of stock
options 89,894 899 - 201,750 - - 202,649
Repayment from ESOP - - - - - 99,750 99,750
Stock dividends 225,153 2,251 - 856,145 (858,396) - -
Stock dividend
distributable - - 2,403 1,529,742 (1,532,145) - -
Net income - - - - 1,489,658 - 1,489,658
--------- ------- ---------- ----------- ----------- --------- -----------
Balance at
February 28, 1993 4,809,246 48,092 2,403 10,471,496 2,298,109 (140,419) 12,679,681
Stock dividend
distributed 240,319 2,403 (2,403) - - - -
Exercise of stock
options and warrants 113,670 930 - 227,396 - - 228,326
Repayment from ESOP - - - - - 99,753 99,753
Stock split 2,550,399 (515) - 515 - - -
Net income - - - - 5,044,225 - 5,044,225
--------- ------- ---------- ----------- ----------- --------- -----------
Balance at
February 28, 1994 7,713,634 50,910 - 10,699,407 7,342,334 (40,666) 18,051,985
Exercise of stock
options 18,417 122 - 27,320 - - 27,442
Repayment from ESOP - - - - - 40,666 40,666
Net income - - - - 4,421,823 - 4,421,823
--------- ------- ---------- ----------- ----------- --------- -----------
Balance at
February 28, 1995 7,732,051 $51,032 $ - $10,726,727 $11,764,157 $ - $22,541,916
========= ======= ========== =========== =========== ========= ===========
</TABLE>
See notes to consolidated financial statements
Page F-4
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
---------------------------------------------
FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993
------------ ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:
Cash flows from operating activities:
Cash received from customers $125,991,043 $ 88,245,555 $ 56,114,506
Cash paid to suppliers and employees (124,980,742) (85,752,410) (58,315,068)
Interest received 18,991 47,037 59,167
Interest paid (1,387,019) (536,591) (411,496)
Income taxes paid (5,770,418) (1,744,114) (426,094)
------------ ------------- -------------
Net cash provided by (used by)
operating activities (6,128,145) 259,477 (2,978,985)
------------ ------------- -------------
Cash flows from investing activities:
Capital expenditures (602,746) (827,629) (384,485)
Purchase of Merit Electronics -
net of cash acquired (5,753,022) - -
------------ ------------- -------------
Net cash (used by) investing
activities (6,355,768) (827,629) (384,485)
------------ ------------- -------------
Cash flows from financing activities:
Borrowings under revolving
credit line 66,090,000 20,050,000 17,425,000
Repayments under revolving
credit line (69,790,000) (18,550,000) (13,925,000)
Principal payments of long-term
debt (468,917) (355,164) (327,346)
Proceeds from exercise of employee
stock options 27,442 228,326 202,649
Proceeds from subordinated debt 15,000,000 - -
------------ ------------- -------------
Net cash provided by
financing activities 10,858,525 1,373,162 3,375,303
------------ ------------- -------------
Net increase (decrease) in cash and
cash equivalents (1,625,388) 805,010 11,833
Cash and cash equivalents, beginning
of year 2,124,307 1,319,297 1,307,464
------------ ------------- -------------
Cash and cash equivalents, end of year $ 498,919 $ 2,124,307 $ 1,319,297
============ ============= =============
</TABLE>
See notes to consolidated financial statements.
Page F-5
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
-------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
-----------------------------------
FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993
-------- -------- --------
<S> <C> <C> <C>
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 4,421,823 $ 5,044,225 $ 1,489,658
------------ ----------- -----------
Adjustments to reconcile net income to
net cash provided by (used by)
operating activities:
Depreciation and amortization 886,235 535,794 445,196
Bad debts 442,500 409,000 184,500
Contribution to ESOP (compensation) 40,666 99,753 99,750
Changes in assets and liabilities:
(Increase) in accounts receivable (4,260,511) (4,172,483) (4,393,114)
(Increase) in inventories (3,566,701) (6,239,178) (3,358,169)
(Increase) in prepaid expenses
and other current assets (1,183,805) (193,494) (121,738)
(Increase) decrease in other assets (1,277,857) (71,353) 43,426
Increase (decrease) in accounts
payable and accrued expenses (354,525) 3,105,867 2,022,211
Increase (decrease)in income taxes (1,625,045) 1,255,853 450,129
Increase (decrease) in other
current liabilities 34,361 (19,848) 19,426
Increase in deferred taxes 314,714 505,341 139,740
------------ ----------- -----------
Total adjustments (10,549,968) (4,784,748) (4,468,643)
------------ ----------- -----------
Net cash provided by (used by) operating
activities $ (6,128,145) $ 259,477 $(2,978,985)
============ =========== ===========
</TABLE>
SUPPLEMENTAL INFORMATION:
During the year ended February 28, 1995, the Company entered into capitalized
lease obligations aggregating $281,991.
See notes to consolidated financial statements.
Page F-6
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
1. ORGANIZATION:
Nu Horizons Electronics Corp. and its subsidiaries, NIC Components Corp.,
and Nu Horizons International Corp., were incorporated in the State of New
York on October 22, 1982, November 8, 1982, and December 8, 1986,
respectively. Nu Visions Manufacturing, Inc. was incorporated in the State
of Massachusetts on August 9, 1991. On April 15, 1988, Nu Horizons
Electronics Corp. was reincorporated in the State of Delaware. On April 18,
1994, Nu Horizons/Merit Electronics Corp. was incorporated in the State of
Delaware, for the express purpose of acquiring the business of Merit
Electronics, Inc. See Note 3 of these Notes for further information. All
companies are wholesale distributors or export distributors of electronic
components, except for Nu Visions Manufacturing, which is a contract
assembler of circuit boards and various electromechanical devices.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. Principles of Consolidation:
The consolidated financial statements include the accounts of Nu Horizons
Electronics Corp., (the "Company") and its wholly-owned subsidiaries, NIC
Components Corp. ("NIC"), Nu Horizons/Merit Electronics Corp. ("NUM"), Nu
Visions Manufacturing, Inc. ("NUV") and Nu Horizons International Corp.
("International"). All material intercompany balances and transactions
have been eliminated.
b. Concentration of Credit Risk:
Accounts receivable potentially exposes the Company to concentration of
credit risk, as defined by Statement of Financial Accounting Standard No. 105
"Disclosure of Information about Financial Instruments with Off-Balance-Sheet
Risk and Financial Instruments with Concentrations of Credit Risk".
c. Inventories:
Inventories, which consist primarily of goods held for resale, are stated
at the lower of cost (first-in, first-out method) or market.
d. Depreciation:
Depreciation is provided using the straight-line method as follows:
Building and improvements 25 years
Transportation equipment 3 years
Office equipment 5 years
Furniture and fixtures 5 years
Computer equipment 5 years
Maintenance and repairs are charged to operations and major improvements
are capitalized. Upon retirement, sale or other disposition, the
associated cost and accumulated depreciation are eliminated from the
accounts and any resulting gain or loss is included in operations.
Page F-7
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
e. Income Taxes:
The Company has elected to file a consolidated federal income tax return
with its subsidiaries. Deferred income taxes are provided for on the
timing differences for certain items which are treated differently for tax
and financial reporting purposes. These items include depreciation of
fixed assets, inventory capitalization valuations and the recognition of
bad debt expense.
International has elected under Section 995 of the Internal Revenue Code
to be taxed as an "Interest Charge Disc". Based upon these rules, income
taxes are paid when International distributes its income to the parent
company. Until distributions are made, the parent company pays interest
only on the deferred tax liabilities. International's untaxed income at
February 28, 1995 approximates $2,200,000.
The Company adopted SFAS No. 109, "Accounting For Income Taxes" ("SFAS
109"), for the year ended February 28, 1993. SFAS 109 requires use of the
asset and liability approach of providing for income taxes and required
implementation no later than for years beginning after December 15, 1992.
Management of the Company believes that the adoption of SFAS No. 109 had
no material effect on the financial statements.
f. Goodwill
Costs in excess of net assets acquired (see Note 3), which is included in
other assets, is being amortized on a straight-line basis over fifteen
years. For the year ended February 28, 1995, amortization of goodwill
aggregated $130,770.
The Company periodically reviews the valuation and amortization of
goodwill to determine possible impairment by comparing the carrying value
to the undiscounted future cash flows of the related assets.
g. Post Retirement Benefits:
On December 31, 1990, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 106 "Employers'
Accounting for Post Retirement Benefits Other Than Pensions". SFAS No.
106 requires that companies recognize the cost of providing post
retirement health care and other non-pension benefits over an employee's
service periods, rather than as the benefits are paid. The Company does
not provide any non-pension post retirement benefits at the present time.
h. Postemployment Benefits:
In November 1992, the Financial Accounting Standards Board (FASB) issued
Statement No. 112, "Employers' Accounting for Postemployment Benefits"
which become effective for fiscal years beginning after December 15, 1993.
This standard requires the expensing on an accrual basis, of all benefits
provided to former or inactive employees, their beneficiaries and covered
dependents after employment, but before retirement. The Company does not
provide any postemployment benefits at this time.
Page F-8
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
i. Cash and Cash Equivalents:
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or
less to be cash equivalents.
j. Earnings Per Common Share:
Primary earnings per share has been computed on the basis of the weighted
average number of common shares and common equivalent shares outstanding
during each period presented. All shares held by the Employee Stock
Ownership Plan (see Note 11) are included in outstanding shares. Fully
diluted earnings per common share has been computed assuming conversion of
all dilutive stock options and convertible debt. All per share amounts
have been retroactively restated for all periods presented - see Note 9
regarding stock dividends and three for two stock split.
The following average shares were used for the computation of primary and
fully diluted earnings per share:
1995 1994 1993
--------- --------- ---------
Primary 7,847,677 7,774,440 7,558,311
Fully diluted 9,279,297 7,814,605 7,716,813
k. Reclassifications:
Certain prior year information has been reclassified to conform to
the current year's reporting presentation.
3. ACQUISITION:
Effective April 1, 1994, Nu Horizons/Merit Electronics Corp., a newly formed
subsidiary of the Company, acquired substantially all of the assets and
assumed certain liabilities of Merit Electronics Corp., an electronic
component distributor, located in San Jose, California. The $6,000,000 cost
of the acquisition was paid in cash and was financed through a borrowing of
the same amount under the Company's revolving line of credit (see Note 6).
This acquisition was accounted for using the purchase method of accounting.
The following table presents, on a pro forma basis, a condensed consolidated
balance sheet at February 28, 1994, giving effect to the acquisition as if
it had occurred on that date:
Unaudited Pro Forma
Assets February 28, 1994
------ -------------------
Current assets $38,927,000
Net fixed assets - other 3,633,000
Intangible assets - net 2,353,000
-----------
$44,913,000
===========
Page F-9
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
3. ACQUISITION (continued):
Liabilities and Equity
----------------------
Current liabilities $11,067,000
Long-term debt 15,794,000
Shareholder's equity 18,052,000
-----------
$44,913,000
===========
The Company's consolidated statement of earnings did not include the
revenues and expenses of Nu Horizons/Merit until April 1, 1994. The
revenues of Nu Horizons/Merit after April 1, 1994 are reflected for the
fiscal year ended February 28, 1995. The following pro forma results were
developed assuming the acquisition had occurred at the beginning of the
earliest period presented.
<TABLE>
<CAPTION>
Pro Forma Year Ended
-------------------------------------------------------
(Unaudited) February 28, 1995 February 28, 1994 February 28, 1993
----------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Net sales $131,914,000 $107,507,000 $72,969,000
Net earnings 4,426,000 5,484,000 1,744,000
Earnings per share $ .56 $ .71 $ .23
</TABLE>
This unaudited pro forma sales and earnings information is not necessarily
indicative of the combined results that would have occurred had the
acquisition taken place on March 1, 1992, nor are they necessarily
indicative of results that may occur in the future.
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, which is reflected at cost, consists of the
following:
<TABLE>
<CAPTION>
FEBRUARY FEBRUARY
28, 1995 28, 1994
---------- ----------
<S> <C> <C>
Land $ 266,301 $ 266,301
Building and improvements 1,574,435 1,521,873
Furniture, fixtures and office
equipment 1,512,926 1,273,800
Computer equipment 1,920,776 1,580,422
Assets held under capitalized
leases 919,834 637,842
---------- ----------
6,194,272 5,280,238
Less: accumulated depreciation
and amortization 3,053,218 2,437,862
---------- ----------
$3,141,054 $2,842,376
========== ==========
</TABLE>
Included in building and improvements is approximately $65,000 of the
interest costs which were capitalized during the period of construction of
the corporate headquarters.
Depreciation expense including depreciation of capitalized leases for the
years ended February 28, 1995, 1994 and 1993 aggregated $615,356, $501,098
and $386,078, respectively.
Page F-10
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
5. OTHER ASSETS:
Other assets as of February 28, 1995 and 1994 consists of the following:
<TABLE>
<CAPTION>
1995 1994
------------ --------
<S> <C> <C>
Costs in excess of net assets acquired $2,223,104 $ -
Net cash surrender value - life insurance 720,959 648,182
Debt issue costs - net 663,527 -
Other 44,944 108,110
---------- --------
$3,652,534 $756,292
========== ========
</TABLE>
6. REVOLVING CREDIT LINE:
In February, 1988 the Company entered into an agreement with its bank, which
as amended, provides for a $18,000,000 unsecured revolving line of credit at
the bank's prime rate (9.0% at February 28, 1995) with payments of interest
only through May 1, 1997. Direct borrowings under lines of credit were
$4,400,000 and $8,100,000 at February 28, 1995 and February 28, 1994,
respectively. The credit agreement contains various covenants including a
restriction on the payment of cash dividends without the bank's consent.
The Company meets all of the required covenants.
7. LONG-TERM DEBT:
<TABLE>
<CAPTION>
Long-term debt consists of the following:
FEBRUARY FEBRUARY
28, 1995 28, 1994
-------- --------
<S> <C> <C>
Mortgage payable to bank, due in quarterly
installments of $26,552 plus interest at
88% of the bank's prime rate (7.92% at
February 28, 1995) to December 1, 1999 $ 504,483 $610,690
Term loan payable to bank, due in monthly
installments of $6,564 plus interest at
82% of the bank's prime rate to March 31, 1994 - 6,564
Term loan payable to bank, due in monthly
installments of $1,750 plus interest at
5.33% to February 28, 1996 - 42,000
Non-Compete Agreement
due in annual installments 14,500 37,000
Various capitalized equipment leases,
interest rates ranging from 6.78% to 8.38%,
maturing in 1997 and 1998. Gross lease
obligations aggregate $172,089, $172,089,
$85,134 and $34,748, for each of the next
four years, with interest thereon
aggregating $76,576 387,484 397,138
---------- --------
906,467 1,093,392
Less: current portion 311,063 315,275
---------- --------
$ 595,404 $778,117
========== ========
</TABLE>
Page F-11
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
7. LONG-TERM DEBT (Continued):
The mortgage payable is collateralized by land, building, and substantially
all furniture and fixtures. The term loans payable are secured by a pledge
of the shares of the common stock of the Company purchased with the proceeds
of the loans (See Note 11). Other equipment loans are secured by the
specific equipment acquired.
Long-term debt of the Company matures as follows:
1996 $ 311,063
1997 233,980
1998 175,562
1999 106,207
2000 79,655
----------
$ 906,467
==========
8. SUBORDINATED CONVERTIBLE NOTES:
In a private placement completed on August 31, 1994, the Company issued $15
million principal amount of Subordinated Convertible Notes, which are due in
$5,000,000 increments on August 31, 2000, 2001 and 2002. The notes are
subordinate in right of payment to all existing and future senior
indebtedness of the Company. The notes bear interest at 8.25%, payable
quarterly on November 30, February 28, May 31 and August 31. The notes are
convertible into shares of common stock at a conversion price of $9.00 per
share. The cost of issuing these notes was $521,565 and is being amortized
over the life of the notes.
9. CAPITAL STOCK, OPTIONS AND WARRANTS:
On September 16, 1992, the Board of Directors approved a 5% stock dividend
payable on October 21, 1992 to shareholders of record on October 1, 1992.
As a result of the stock dividend, 225,153 shares were distributed, common
stock was increased by $2,251, additional paid-in capital was increased by
$856,145 and retained earnings was decreased by $858,396.
On March 9, 1993, the Board of Directors approved a 5% stock dividend
payable on April 12, 1993 to shareholders of record on March 22, 1993. As a
result of the stock dividend, 240,319 shares were distributed, common stock
was increased by $2,403, additional paid-in capital was increased by
$1,529,742 and retained earnings was decreased by $1,532,145.
On September 7, 1993, the Company's Board of Directors, declared a three for
two stock split of the common stock, to be distributed on September 30, 1993
to all holders of record at the close of business on September 20, 1993.
As a result of the stock split, 2,550,399 shares were distributed. All
shares and per share data for all periods presented have been restated to
reflect this stock split.
Page F-12
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
9. CAPITAL STOCK, OPTIONS AND WARRANTS (continued):
A summary of activity with respect to stock options for the three years
ended February 28, 1995 is as follows:
<TABLE>
<CAPTION>
TOTAL SHARES
OPTION OPTION AVAILABLE FOR
SHARES PRICES PRICE FUTURE GRANTS
--------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance outstanding,
February 29, 1992 320,908 $ .90-$1.50 $ 371,375 327,067
=======
Granted 97,570 2.11 206,500
Exercised (142,636) .90- 1.50 (202,762)
Cancelled (35,637) .90- 1.50 (30,675)
-------- ----------- ----------
Balance outstanding
February 28, 1993 240,205 .90- 2.11 344,438 269,167
=======
Granted 37,500 5.41 202,875
Exercised (122,823) .90- 2.11 (195,966)
-------- ----------- ----------
Balance outstanding
February 28, 1994 154,882 .90- 5.41 351,347 241,376
=======
Granted 580,950 7.25- 8.13 4,311,381
Exercised (18,417) .90- 2.11 (27,442)
-------- ----------- ----------
Balance outstanding
February 28, 1995 717,415 $ .90-$8.13 $4,635,286 410,000
======== =========== ========== =======
</TABLE>
Stock options granted to date under the Company's Key Employees Stock
Incentive Plan and 1994 Stock Option Plan generally expire five years after
date of grant and become exercisable in four equal annual installments
commencing one year from date of grant. Stock options granted under the
Company's Outside Director Stock Option Plan expire ten years after the date
of grant and become exercisable in three equal annual installments on the date
of grant and the succeeding two anniversaries thereof.
10. INCOME TAXES:
The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993
---------- ---------- ----------
<S> <C> <C> <C>
Current:
Federal $2,436,377 $2,679,000 $ 837,496
State and local 461,816 775,000 276,776
Deferred:
Federal 120,704 45,309 (48,250)
State 3,427 6,000 8,655
---------- ---------- ----------
$3,022,324 $3,505,309 $1,074,677
========== ========== ==========
</TABLE>
Page F-13
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
10. INCOME TAXES (continued):
The components of the net deferred income tax liability, pursuant to SFAS
109, as of February 28, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
Deferred Tax Assets:
Accounts Receivable $ 364,588 $ 205,000
Inventory 64,960 54,940
----------- ---------
Total Deferred Tax Assets 429,548 259,940
----------- ---------
Deferred Tax Liabilities:
Fixed Assets (256,293) (224,397)
Income of Interest Charge DISC (758,464) (496,621)
----------- ---------
Total Deferred Tax Liabilities (1,014,757) (721,018)
----------- ---------
Net Deferred Tax Liabilities $ (585,209) $(461,078)
=========== =========
</TABLE>
The following is a reconciliation of the maximum statutory federal tax rate to
the Company's effective tax rate:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Statutory rate 34.0% 34.0% 34.0%
State and local taxes 6.4 6.0 7.2
Other .2 1.0 .7
---- ---- ----
Effective tax rate 40.6% 41.0% 41.9%
==== ==== ====
</TABLE>
11. EMPLOYEE BENEFIT PLANS:
On January 13, 1987, the Company's Board of Directors approved the
termination of the Company's pension plan and approved the adoption of an
employee stock ownership plan (ESOP) to replace the terminated pension plan.
The ESOP covers all eligible employees and contributions are determined by
the Board of Directors. Contributions are in the form of cash which is
utilized to acquire the Company's common stock for the benefit of
participating employees. Contributions to the Plan for the years ended
February 28, 1995, 1994 and 1993 aggregated $40,666, $99,753 and $99,750,
respectively.
In May 1988, the Company, on behalf of the ESOP, entered into an additional
credit agreement with its bank which provides for a $2,000,000 revolving
line of credit at a percentage of the bank's prime rate (82%) until May 1,
1997. Direct borrowings under this line of credit are payable in forty-
eight equal monthly installments commencing with the fiscal period
subsequent to such borrowings. At February 28, 1995, the ESOP owned 295,818
shares at an average price of approximately $1.21 per share. At February
28, 1995, direct borrowings outstanding under the ESOP line of credit had
been repaid in full.
In January 1991, the Company also established a 401-K profit sharing plan to
cover all eligible employees. The Company's contributions to the plan are
discretionary, but may not exceed 1% of compensation. Contributions to the
plan for the three years ended February 28, 1995 were $61,519, $46,611 and
$23,242, respectively.
Page F-14
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
12. COMMITMENTS:
(a) The Company signed employment contracts (the "Contracts"), as amended,
with three of its senior executives for a six year period expiring
February 28, 1998. The Contracts specify a base salary of $200,000 for
each officer, which shall be increased each year by the change in the
consumer price index, and also entitles each of the officers to an
annual bonus equal to 3.33% (10% in the aggregate) of the Company's
consolidated earnings before income taxes. Benefits are also payable
upon the occurrence of either a change in control of the Company, as
defined, or the termination of the officer's employment, as defined.
The contracts also provide for certain payments of the executive's
salaries, performance bonuses and other benefits in the event of death
or disability of the officer for the balance of the period covered by
the agreement.
(b) The Company leases certain office, warehouse and other properties which
leases include various escalation clauses, renewal options, etc.
Aggregate minimum rental commitments under noncancellable operating
leases are as follows:
Fiscal 1996 $507,982
Fiscal 1997 373,514
Fiscal 1998 310,697
Fiscal 1999 301,036
Fiscal 2000 184,636
Fiscal 2001 103,596
Fiscal 2002 98,345 (i)
Rent expense was $450,201, $262,985 and $158,200 for each of the three
years in the period ending February 28, 1995.
(i) This amount represents the last base rent lease commitment for the Nu
Visions Manufacturing facility in Springfield, Massachusetts. The ten
year lease contains buy out provisions at the end of the fifth and
sixth years of $135,000 and $92,000 respectively. Alternatively, the
Company could continue to occupy the premises through February 2002 at
the base rental.
(c) The Company has signed a four year consulting agreement with the former
owner of Merit Electronics (see Note 3) which commenced on April 29, 1994.
The agreement provides for the consultant to perform advisory services to Nu
Horizons/Merit and to receive consulting fees of approximately $665,000 per
annum.
13. MAJOR SUPPLIERS:
For the year ended February 28, 1995 the Company purchased inventory from
one supplier that was in excess of 10% of the Company's total purchases.
Purchases from this supplier aggregated approximately $12,400,000.
For the year ended February 28, 1994 the Company purchased inventory from
two suppliers that were each in excess of 10% of the Company's total
purchases. Purchases from these suppliers aggregated approximately
$19,590,000.
For the year ended February 28, 1993, the Company purchased inventory from
two suppliers that was in excess of 10% of the Company's total purchases.
Purchases from these suppliers aggregated approximately $11,400,000.
Page F-15
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
14. BUSINESS SEGMENT INFORMATION
The Company's operations have been classified into two business segments:
Electronic component distribution and industrial contract manufacturing.
The component distribution segment includes the resale of active and passive
components to various original equipment manufacturers and distributors.
The industrial contract manufacturing segment consists of a subsidiary which
provides electronic circuit board and harness assembly services to original
equipment manufacturers. This segment began operations in September 1991.
Summarized financial information by business segment for fiscal 1995 and
1994 is as follows:
<TABLE>
<CAPTION>
1995 1994
------------- ------------
<S> <C> <C>
Net sales:
Electronic Component Distribution $126,680,968 $90,175,291
Industrial Contract Manufacturing 3,570,586 2,242,747
------------------------------------------------------------------
$130,251,554 $92,418,038
------------------------------------------------------------------
Operating income (loss):
Electronic Component Distribution $ 9,614,776 $10,113,874
Industrial Contract Manufacturing (795,629) (1,071,886)
------------------------------------------------------------------
$ 8,819,147 $ 9,041,988
------------------------------------------------------------------
Total assets:
Electronic Component Distribution $ 49,879,311 $35,389,522
Industrial Contract Manufacturing 2,093,295 2,058,518
------------------------------------------------------------------
$ 51,972,606 $37,448,040
------------------------------------------------------------------
Depreciation and amortization:
Electronic Component Distribution $ 649,591 $ 323,787
Industrial Contract Manufacturing 236,644 212,007
------------------------------------------------------------------
$ 886,235 $ 535,794
------------------------------------------------------------------
Capital expenditures:
Electronic Component Distribution $ 874,722 $ 610,385
Industrial Contract Manufacturing 10,016 217,244
------------------------------------------------------------------
$ 884,738 $ 827,629
------------------------------------------------------------------
</TABLE>
Page F-16
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 28, 1995
-----------------------------------
15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED
------------------------------------------------------
FEBRUARY NOVEMBER AUGUST MAY
28, 1995 30, 1994 31, 1994 31, 1994
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES $37,150,707 $33,324,316 $31,014,574 $28,761,957
----------- ----------- ----------- -----------
COST OF SALES 28,699,720 25,573,225 23,452,551 21,612,753
----------- ----------- ----------- -----------
OTHER OPERATING
EXPENSES 6,724,029 6,126,443 5,613,071 5,005,615
----------- ----------- ----------- -----------
PROVISION FOR
INCOME TAXES 678,276 664,892 799,232 879,924
----------- ----------- ----------- -----------
NET INCOME $ 1,048,682 $ 959,756 $ 1,149,720 $ 1,263,665
=========== =========== =========== ===========
PRIMARY EARNINGS $.13 $.12 $.15 $.16
PER SHARE ==== ==== ==== ====
WEIGHTED AVERAGE
NUMBER OF COMMON AND
COMMON EQUIVALENT
SHARES OUTSTANDING 7,849,605 7,840,474 7,843,336 7,856,465
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED
-----------------------------------------------------
FEBRUARY NOVEMBER AUGUST MAY
28, 1994 30, 1993 31, 1993 31, 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $24,036,089 $24,282,438 $23,802,010 $20,297,501
----------- ----------- ----------- -----------
COST OF SALES 17,752,105 17,633,145 17,364,984 14,717,326
----------- ----------- ----------- -----------
OTHER OPERATING
EXPENSES 4,149,345 4,285,600 4,137,571 3,828,428
----------- ----------- ----------- -----------
PROVISION FOR
INCOME TAXES 875,249 969,067 946,325 714,668
----------- ----------- ----------- -----------
NET INCOME $ 1,259,390 $ 1,394,626 $ 1,353,130 $ 1,037,079
=========== =========== =========== ===========
PRIMARY EARNINGS $.16 $.18 $.17 $.13
PER SHARE ==== ==== ==== ====
WEIGHTED AVERAGE
NUMBER OF COMMON AND
COMMON EQUIVALENT
SHARES OUTSTANDING 7,839,966 7,811,955 7,794,519 7,758,108
=========== =========== =========== ===========
</TABLE>
Page F-17
<PAGE>
REPORT OF MANAGEMENT
The management of Nu Horizons Electronics Corp. is responsible for the
preparation of the consolidated financial statements in accordance with
generally accepted accounting principles and for the integrity and
objectivity of all the financial data included in this annual report. In
preparing the financial statements, management makes informed judgements
and estimates as to the expected effects of events and transactions
currently being reported.
To meet this responsibility, the Company maintains a system of internal
accounting controls to provide reasonable assurance that assets are
safeguarded, and that transactions are properly executed and recorded. The
system includes policies and procedures, and reviews by officers of the
Company.
The Board of Directors, through its Audit Committee, is responsible for
determining that management fulfills its responsibility with respect to the
Company's financial statements and the system of internal accounting
controls.
The Audit Committee is composed solely of outside directors. The Committee
meets periodically and, when appropriate, separately with representatives of
the independent accountants and officers of the Company to monitor the
activities of each.
Lazar, Levine & Company LLP, the independent accountants, have been selected
by the Board of Directors to examine the Company's financial statements.
Their report appears herein.
BY: /s/ PAUL DURANDO BY: /s/ ARTHUR NADATA
--------------------------- ---------------------------
Paul Durando Arthur Nadata
Vice President, Finance President
Page F-18
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES:
The Company had no disagreements on accounting or financial disclosure
matters with its accountants, nor did it change accountants, during the
three year period ending February 28, 1995.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY:
NAME AGE POSITION
---- --- --------
Irving Lubman 56 Chief Executive Officer and
Chairman of The Board
Arthur Nadata 49 President, Treasurer and Director
Richard S. Schuster 46 Vice-President, Secretary and
Director
Paul Durando 51 Vice President - Finance and Director
Herbert M. Gardner 55 Director
Harvey R. Blau 59 Director
David Siegel 68 Director
Each of the directors shall hold office until the next annual meeting of
the Company's shareholders and until a successor is elected and qualified.
All officers serve at the discretion of the Board. There are no family
relationships among the directors and officers.
Irving Lubman has been Chief Executive Officer and Chairman of the Board
since October 1982. Mr. Lubman has been actively involved in electronic
components distribution since 1957, when he joined Milgray Electronics
Corp., holding the position of sales manager until 1968. From 1968
through October 1982, when he joined the Company, Mr. Lubman was corporate
vice president of Diplomat Electronics Corp., also a distributor of
electronic components.
Arthur Nadata has been President, Treasurer and a Director since October
1982. Prior to joining the Company in October 1982, Mr. Nadata worked for
eighteen years for Diplomat Electronics Corp. in various operational and
sales positions of increasing responsibility, eventually becoming
corporate vice president of sales and marketing.
Richard S. Schuster has been Vice President, Secretary and a Director
since October 1982. For the seven years prior to joining the Company in
November 1982, Mr. Schuster served as manager of Capar Components Corp.,
an importer and distributor of passive components, and a wholly-owned
subsidiary of Diplomat Electronics Corp. For the six years prior to 1975,
Mr. Schuster was employed by International Components Corp., responsible
for production, engineering and sales of imported semiconductor and
passive components.
Paul Durando has been Vice President, Finance since joining the Company
in March 1991 and has been a Director since September 1994. Prior to
joining the Company in March 1991, Mr. Durando served for six years as
Executive Vice President of Sigma Quality Foods, Inc. From 1977 to 1984,
he was Vice President, Operations of the Wechsler Coffee Corp. Mr.
Durando was also associated with Deloitte Haskins & Sells for seven years.
Page 14
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY (Continued):
Herbert M. Gardner has been a Director of the Company since May 1984.
For more than the past five years, Mr. Gardner has been Senior Vice
President of Janney Montgomery Scott Inc., investment bankers and
Underwriter of the Company's May 1984 public offering. Mr. Gardner is
Chairman of the Board of ESI Industries, Inc., a director of Transmedia
Network, Inc., TGC Industries Inc., Shelter Components Corp., Oneita
Industries, Inc. and the Western Transmedia Company, Inc.
Harvey R. Blau has been a director of the Company since May 1984. Mr.
Blau has been a practicing attorney in the State of New York since 1961,
and is a member of the law firm of Blau, Kramer, Wactlar & Lieberman,
P.C., Jericho, New York, counsel to the Company. Mr. Blau is Chairman of
the Board of Griffon Corporation and Aeroflex Incorporated.
David Siegel has been a Director since September 1991. Mr. Siegel has
been the President and a director of Quantech Electronics for the past
five years. He is also on the boards of Kent Electronics, New England
Micronetics and Surge Components. Mr. Siegel is one of the founders of
Great American Electronics, a distribution company, and has been in the
distribution business since 1954.
ITEM 11. EXECUTIVE COMPENSATION:
The following table sets forth the compensation paid by the Company to its
chief Executive Officer and each of the three remaining executive officers
for the years ended February 28, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation (1) Compensation
------------------------------- ------------
Securities
Underlying
Name of Principal and Fiscal Options All Other (3)
Position Year Salary Bonus SAR's (2) Compensation
--------------------- ------ ------ ----- --------- -------------
<S> <C> <C> <C> <C> <C>
Irving Lubman 1995 $214,022 $275,709 148,650 $11,673
CEO, Chairman 1994 210,878 316,649 - 10,069
of the Board 1993 200,000 94,486 - 8,100
Arthur Nadata 1995 $214,022 $275,709 148,650 $ 9,464
President and 1994 210,878 316,649 - 10,069
Treasurer 1993 200,000 94,486 - 9,300
Richard Schuster 1995 $214,022 $275,709 148,650 $12,249
Vice President, 1994 210,878 316,649 - 10,069
Secretary and 1993 200,000 94,486 - 8,130
President, NIC
Components Corp.
Paul Durando 1995 $115,000 $10,000 10,000 $ 850
Vice President, 1994 105,000 10,000 7,500 850
Finance 1993 95,000 10,000 8,268 850
</TABLE>
Page 15
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
SUMMARY COMPENSATION TABLE - Footnotes
(1) No Other Annual Compensation is shown because the amounts of perquisites
and other non-cash benefits provided by the Company do not exceed the
lesser of $50,000 or 10% of the total annual base salary and bonus
disclosed in this table for the respective officer.
(2) The Share quantities in this column give effect to 5% stock dividends
declared by the Company on September 16, 1992 and March 9, 1993, as well
as a 3:2 stock split declared on September 7, 1993.
(3) The amounts disclosed in this column include the Company's contributions
on behalf of the named executive officer to the Company's 401(K)
retirement plan in amounts equal to a maximum of 1% of the executive
officer's annual salary.
Employment Contracts
The Company has signed employment contracts (the "Contracts"), as amended,
with three of its senior executives for a six year period expiring February
28, 1998. The Contracts specify a base salary of $200,000 for each officer,
which shall be increased each year by the change in the consumer price
index, and also entitles each of the officers to an annual bonus equal to
3.33% (10% in the aggregate) of the Company's consolidated earnings before
income taxes. Benefits are also payable upon the occurrence of either a
change in control of the Company, as defined, or the termination of the
officer's employment, as defined. In the event the employee terminates his
employment within six months after a change in control of the Company, he
will receive a lump sum payment equal to three quarters of the remaining
compensation under his employment agreement. The contracts also provide for
certain payments of the executive's salaries, performance bonuses and other
benefits in the event of death or disability of the officer for the balance
of the period covered by the agreement.
The following table sets forth certain information with respect to stock
options granted to the officers named in the Summary Compensation Table
during the fiscal year ended February 28, 1995.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
% of at Assumed
Total Annual Rates
Options Exercise of Stock Price
Options Granted to Price Expiration Appreciation for
Granted(1) Employees ($ per share) Date Entire Term (2) (3)
---------- ---------- ------------- ---------- ---------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
I. Lubman 148,650 27.3% 7.454 5/27/99 $305,773 $697,168
A. Nadata 148,650 27.3% 7.454 5/27/99 305,773 697,168
R. Schuster 148,650 27.3% 7.454 5/27/99 305,773 697,168
P. Durando 10,000 1.8% 7.875 5/27/99 21,750 49,530
</TABLE>
Page 16
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR - Footnotes
(1) Options were granted for a term of five years, subject to earlier
termination in certain events of termination of employment. Options
become exercisable in four equal annual installments commencing one year
from the date of grant.
(2) These amounts represent assumed rates of appreciation which may not
necessarily be achieved. The actual gains, if any, are dependent on the
market value of the Company's stock at a future date as well as the
option holder's continued employment throughout the vesting period.
Appreciation reported is net of exercise price.
(3) Potential Realizable Value is based on the assumed annual growth rates
for the five-year option term. Annual growth of 5% results in a stock
price of $9.51 per share and 10% results in a price of $12.14, per share
for Messrs. Lubman, Nadata and Schuster and $10.05 and $12.83
respectively, for Mr. Durando. Actual gains, if any, on stock option
exercises are dependent on the future performance of the stock as well
as the option holder's continued employment throughout the vesting
period. There can be no assurance that the amounts reflected in this
table will be achieved. Appreciation reported is net of exercise price.
The following table sets forth certain information as to each exercise of
stock options during the fiscal year ended February 28, 1995 by the persons
named in the Summary Compensation Table and the fiscal year end value of
unexercised options:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR-END
OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY End (2) at FY End
Shares -------------- -------------
Acquired on Value Exercisable/ Exercisable/
Exercise Realized (1) Unexercisable Unexercisable
----------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Irving Lubman - $ - 24,805 $163,713
148,650 25,000
Arthur Nadata - - 24,805 161,480
148,650 25,000
Richard Schuster - - 24,805 161,480
148,650 25,000
Paul Durando - - 7,500 15,675
10,000 0
</TABLE>
1. Market value less exercise price, before payment of applicable federal or
state taxes.
2. The share quantities in this column give effect to 5% stock dividends
declared by the Company on September 16, 1992 and March 6, 1993 and a 3
for 2 stock split declared by the Company on September 7, 1993.
Page 17
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
Directors who are not employees of the Company receive a fee of $500 for
each Board of Directors or Committee meeting attended. There were four
meetings of the Board of Directors during the fiscal year ended February 28,
1995. Each director attended or participated in at least 75% of the
meetings of the Board of Directors and the committees thereof on which he
served.
For the fiscal year ended February 28, 1995, there was one meeting of the
Audit Committee. The Company's Audit Committee is involved in discussions
with the Company's independent public accountants with respect to the scope
and results of the Company's year-end audit, the Company's internal
accounting controls and the professional services furnished by the
independent auditors to the Company. During fiscal 1995, the Company had no
standing Nominating Committee or Compensation Committee or any committee
performing similar functions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consisted during fiscal 1995 of Messrs.
Gardner (Chairman), Blau and Siegel. Mr. Gardner is Senior Vice President
of Janney Montgomery Scott, Inc., investment bankers, which acted as
placement agent in connection with the Company's $15 million private
placement of convertible subordinated notes in August 1994. Mr. Blau is a
partner in the law firm of Blau, Kramer, Wactlar & Lieberman, P.C. The
Company has utilized, and anticipates that it will continue to utilize, the
services of Blau, Kramer, Wactlar & Lieberman, P.C. as its general counsel.
In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions "Compensation
Committee Report on Executive Compensation" and "Company Stock Performance"
will not be deemed to be filed or to be proxy soliciting material or
incorporated by reference in any prior or future filings by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation of the Company's executive officers generally is determined
by the Compensation Committee of the Board of Directors. Each member of the
Compensation Committee is a Director who is not an employee of the Company
or any of its affiliates. The following report with respect to certain
compensation paid or awarded to the Company's executive officers during
fiscal 1994 is furnished by the Compensation Committee.
General Policies
The Company's compensation programs are intended to enable the Company to
attract, motivate, reward and retain management talent required to achieve
aggressive corporate objectives in a rapidly changing industry, and thereby
increase stockholder value. It is the Company's policy to provide
incentives to its senior management to achieve both short-term and long-term
objectives and to reward exceptional performance and contributions to the
development of the Company's business. To attain these objectives, the
Company's executive compensation program includes a competitive base salary,
coupled with, with respect to certain executives, a substantial cash bonus
which is "at risk" based on the Company's earnings.
Many of the Company's employees, including its executive officers, also are
eligible to be granted stock options periodically in order to more directly
align their interests with the long-term financial interests of the
Company's stockholders.
Page 18
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
Relationship of Compensation to Performance
The Compensation Committee annually establishes, subject to any applicable
employment agreements, the salaries which will be paid to the Company's
executive officers during the coming year. In setting salaries, the Board
of Directors takes into account several factors, including competitive
compensation data, the extent to which an individual may participate in the
stock option plan maintained by the Company and its affiliates, and
qualitative factors bearing on an individuals's experience,
responsibilities, management and leadership abilities, and job performance.
Stock options are granted to key employees, including the Company's
executive officers, by the Compensation Committee of the Board of Directors
under the Plans. Among the Company's executive officers, the number of
shares subject to to options granted to each individual generally depends
upon his or her base salary and the level of that officer's management
responsibility.
During fiscal 1995, 10,000 options were granted to each outside director
under the Company's Outside Director Stock Option Plan. Options to purchase
148,650 shares each were granted to Messrs. Lubman, Nadata and Schuster and
options to purchase 10,000 shares were granted to Mr. Durando under the
Company's Stock Option Plan. Bonuses were paid to three executive officers,
as set forth in the Summary Compensation Table, pursuant to the terms of
their employment agreements with the Company and on a discretionary basis to
the Paul Durando, the Company's Vice President, Finance and Director. This
latter bonus was determined to be appropriate by the Compensation Committee
in light of Mr. Durando's contributions to the Company's performance, his
base salary level and the level of his management responsibilities.
Compensation of Chief Executive Officer
The Company has entered into an employment agreement with Irving Lubman, the
Company's Chairman of the Board and Chief Executive Officer, pursuant to
which Mr. Lubman receives a base salary of $200,000 and an incentive bonus
equal to three and thirty-three one-hundreths percent (3.33%) of the
Company's consolidated pre-tax earnings. In this way, Mr. Lubman's cash
compensation is tied directly to the Company's profitability. In fiscal
1995, the Company granted Mr. Lubman options to purchase 148,500 shares of
Common Stock at an exercise price of $7.45 per share, which represented the
market price of the Common Stock on the date of grant. In this way, Mr.
Lubman's interest are directly aligned with the interests of the Company's
stockholders.
Herbert Gardner - Chairman
Harvey Blau
David Siegel
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act requires the Company's executive officers,
directors and persons who own more than ten percent of a registered class of
the Company's equity securities ("Reporting Persons") to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission (the "SEC") and the National Association of
Securities Dealers (the "NASD"). These Reporting Persons are required by
SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5
they file with the SEC and NASD.
Page 19
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
Compliance with Section 16(a) of the Securities Exchange Act (continued)
Based solely on the Company's review of the copies of the forms it has
received, the Company believes that all Reporting Persons compiled on a
timely basis with all filing requirements applicable to them with respect to
transactions during fiscal year 1995, except that Irving Lubman, Chairman of
the Board; Arthur Nadata, President, Treasurer and Director; Richard
Schuster, Vice President, Secretary and Director and Paul Durando, Vice
President, Finance and Director, each failed to timely file one Form 4
relating to the vesting of shares of Common Stock under the Company's
Employee Stock Ownership Plan.
COMPANY STOCK PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its Common Stock for a five year period (February 28,
1990 to February 28, 1995) with the cumulative total return of the NASDAQ
Market Index (which includes the Company) and a peer group of companies
selected by the Company for purposes of the comparison. Dividend
reinvestment has been assumed and, with respect to companies in the Peer
Group, the returns of each such company have been weighted to reflect
relative stock market capitalization.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG NU HORIZONS ELECTRONICS CORP., NASDAQ MARKET INDEX AND PEER GROUP **
<TABLE>
<CAPTION>
Nu Horizons NASDAQ
Measurement Period Electronics Market
(Fiscal Year Covered) Corp. Index Peer Group
----------------------- ----------- ------- ----------
<S> <C> <C> <C>
Measurement Pt.
FYE 2/28/90 $100.00 $100.00 $100.00
FYE 2/28/91 $ 76.47 $104.75 $113.58
FYE 2/29/92 $152.93 $115.76 $126.24
FYE 2/28/93 $315.12 $115.95 $170.65
FYE 2/28/94 $690.98 $147.74 $189.46
FYE 2/28/95 $583.93 $141.05 $181.92
</TABLE>
Assumes $100 Invested on February 28, 1990 in Nu Horizons Electronics Common
Stock, NASDAQ market Index and Peer Group. Peer group includes All American
Semiconductor, Anthem Electronics Inc., Arrow Electronics Inc., Avnet Inc.,
Bell Industries Inc., Jaco Electronics Inc., Kent Electronics Corp.,
Marshall Industries, Milgray Electronics Inc., Pioneer Standard Electronics,
Premier Industrial Corp., Sterling Electronics Corp., Western
Microtechnology and Wyle Laboratories Inc.
* Total Return Assumes Reinvestment of Dividends
** Fiscal Year Ending February 28
Page 20
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth, as of May 18, 1995, certain information
with regard to the record and beneficial ownership of the Company's
Common Stock by (i) each shareholder owning of record or beneficially 5%
or more of the Company's Common Stock, (ii) each director individually,
and (iii) all officers and directors of the Company as a group:
<TABLE>
<CAPTION>
NAME SHARES PERCENT
---------------------------------- ------------------- --------
<S> <C> <C>
Paul Durando 12,293 (5) (6) -
Irving Lubman 167,203 (3) (4) 2.0%
Arthur Nadata 322,257 (2) (3) (4) 4.1%
Richard S. Schuster 351,175 (3) (4) 4.4%
David Siegel 27,107 (7) -
Herbert M. Gardner 3,528 (8) -
Harvey R. Blau 3,741 (8) -
All officers and directors
as a group (7 persons) 887,304 11.0%
</TABLE>
NOTES:
-----
(1) Unless otherwise indicated, no director beneficially owns more than 1% of
the Company's outstanding common stock.
(2) Includes 45,398 shares held by his children as to which Mr. Nadata disclaims
beneficial ownership.
(3) Includes options exercisable within 60 days for 36,967 shares of common
stock under the Company's Key Employees Stock Option Plan and the 1994 Stock
Option Plan.
(4) Includes 13,592 shares of fully vested common stock owned through the
Employees Stock Ownership Plan, which include voting power. These Officers
are also Trustees of the Plan.
(5) Includes options exercisable within 60 days for 10,000 shares of common
stock under the Company's Key Employees Stock Option Plan and the 1994 Stock
Option Plan.
(6) Includes 2,293 shares of fully vested common stock owned through the
Employee's Stock Ownership Plan, which include voting power.
(7) Includes options exercisable within 60 days for 3,333 shares of common stock
under the Company's Outside Director Stock Option Plan and 20,381 shares
held by his wife as to which Mr. Siegel disclaims beneficial ownership.
(8) Includes options exercisable within 60 days for 3,333 shares of common stock
under the Company's Outside Director Stock Option Plan.
Page 21
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued):
Key Employees Stock Incentive Plan:
The Company has a Key Employees Stock Incentive Plan ("Plan"), approved by
the stockholders in 1984, as amended in September, 1987 which presently
covers 712,765 shares of Common Stock. Options are currently outstanding
for 377,392 shares and 426 shares are currently available for grant. The
Plan is intended to provide an additional means of inducing executives and
other "key salaried employees" of the Company (which is defined under
Section 422A of the Internal Revenue Code) to join and remain with the
Company by offering them a greater share of the Company's stock and a
greater identification with the Company.
The Board of Directors or a Committee which may be appointed and
maintained by the Board shall have the power to administer the Plan. The
Board or Committee shall have full power and authority: (i) to designate
participants; (ii) to designate options or any portion thereof as Incentive
Stock Options ("ISO"); (iii) to determine the terms and provisions of
respective option agreements (which need not be identical) including, but
not limited to, provisions concerning the time or times when and the extent
to which the stock options ("Options") and Stock Appreciation Rights
("SARs") may be exercised and the nature and duration of restrictions as to
transferability or constituting substantial risk forfeiture; (iv) to
accelerate the right to an optionee to exercise in whole or in part any
previously granted ISO including any options modified to qualify as ISO's;
and (v) to interpret the provisions and supervise the administration of the
Plan.
The purchase price of each share subject to an Option or any portion
thereof which has been designated by the Board or the Committee as an ISO
shall not be less than 100% (or 110%, if at the time of grant the optionee
owns more than 10% of the voting stock of the Company) in the case of
options designated as ISO's or 85% in case of options not designated as
incentive stock options, of the fair market value of such shares on the date
the option is granted. In no event shall the option price be less than the
par value of the stock.
1994 Stock Option Plan:
In September 1994, the Company's stockholders approved the 1994 Stock
Option plan (the "Plan"), under which key employees and officers of the
company, its subsidiaries and affiliates may be granted options to purchase
an aggregate of 600,000 shares of the Company's Common Stock. The plan is
administered by the Compensation Committee, consisting of at least three
members of the Board of Directors. The committee, subject to provisions in
the Plan, will designate, in its discretion, which persons are to be granted
options, the number of shares subject to each option, and the period of each
option. Each recipient must be an employee of the Company at the time of
grant and throughout the period ending on the day three months before the
date of exercise. Under the terms of the Plan, the exercise price of the
shares subject to each option granted will be not less than 85% nor more
than 100% of the fair market value at the date of grant, or 110% of such
fair market value for options granted to any employee or director who owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company. Adjustments will be made to
the purchase price in the event of stock dividends, corporate
reorganizations, or similar events. During fiscal 1995, 310,000 options
were granted under the Plan at exercise prices of $7.25 and $8.13. As of
May, 18, 1995, no options to purchase shares under the 1994 Plan were
exercisable and no options to purchase shares granted under the 1994 Plan
have been exercised.
Page 22
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued):
1994 Stock Option Plan:
The Compensation Committee of the Board of Directors will have the
responsibility and authority to administer and interpret the provisions of
the Director Plan. The Compensation Committee shall appropriately adjust
the number of shares for which awards may be granted pursuant to the 1994
Stock Option Plan in the event of reorganization, recapitalization, stock
split, reverse stock split, stock dividend, exchange or combination of
shares, merger, consolidation, rights offering or any change in
capitalization. The Board may, from time to time, amend, suspend or
terminate any or all of the provisions of the Plan, provided that, without
the Participant's approval, no change may be made which would prevent an
Incentive Stock Option granted under the Plan from qualifying as an
Incentive Stock Option under Section 422A of the Internal Revenue Code (the
"Code") or results in a modification" of the Incentive Stock Option under
Section 425(h) of the Code or otherwise alter or impair any right
theretofore granted to any Participant; and further provided that, without
the consent and approval of the holders of a majority of the outstanding
shares of Common Stock of the Company present at that meeting at which a
quorum exists, neither the Board not the Committee may make any amendment
which (i) changes the class of persons eligible for options; (ii) increases
(except as provided under Section 1.6 of the 1994 Stock Option Plan) the
total number of shares or other securities reserved for issuance under the
1994 Stock Option Plan; (iii) decreases the minimum option prices stated in
Section 2.2 of the 1994 Stock Option (other than to change the manner of
determining Fair Market Value to conform to any then applicable provision of
the Code or any regulation thereunder); (iv) extends the expiration date of
the 1994 Stock Option Plan, or the limit on the maximum term of Options; or
(v) withdraws the administration of the 1994 Stock Option Plan from a
committee consisting of three or more members, each of whom is a
Disinterested Person. With the consent of the Participant affected thereby,
the Committee may amend or modify any outstanding Option in any manner not
inconsistent with the terms of the 1994 Stock Option Plan.
Outside Director Stock Option Plan:
In September 1994, the Company's stockholders approved the Outside
Directors Stock Option Plan (the "Director Plan") which covers 150,000
shares of the Company's Common Stock. The primary purposes of the Director
Plan are to attract and retain well-qualified persons for service as
directors of the Company and to provide such outside directors with the
opportunity to increase their proprietary interest in the Company's
continued success and further align their interests with the interests of
the stockholders of the Company through the grant of options to purchase
shares of the Company's Common Stock.
All directors of the Company who are not employees of the Company, of
which there are presently three, are eligible to participate in the Director
Plan. None of the non-employee directors are eligible to participate in any
of the other compensation plans of the Company.
The Board of Directors of the Company may amend the Director Plan from
time to time in such manner as it may deem advisable. The provisions of the
Director Plan relating to (i) which directors shall be granted Options; (ii)
the amount of Shares subject to Options granted; (iii) the price at which
Shares subject to Options may be purchased; and (iv) the timing of grants of
Options shall not be amended more than once every six (6) months, other than
to comport with changes in the Internal Revenue Code or the Employee
Retirement Income Security Act of 1974, as amended. No amendment to the
Director Plan shall adversely affect any outstanding Option, however,
without the consent of the Optionee that holds such Option.
Page 23
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued):
Outside Director Stock Option Plan (continued):
The Compensation Committee of the Board of Directors will have the
responsibility and authority to administer and interpret the provisions of
the Director Plan. The Compensation Committee shall appropriately adjust
the number of shares for which awards may be granted pursuant to the
Director Plan in the event of reorganization, recapitalization, stock split,
reverse stock split, stock dividend, exchange or combination of shares,
merger, consolidation, rights offering, or any change in capitalization.
Outside Director Stock Option Plan
Under the Director Plan, each non-employee Director ("Outside Director")
received options to purchase 10,000 shares of Common Stock at a price of
$8.25 per share (the price of shares of Common Stock on June 1, 1994) and
henceforth, on the June 1 of each subsequent year, each non-employee
director will be granted options to purchase 10,000 shares of Common Stock
at a price equal to the closing price of the Common Stock on a national
securities exchange upon which the Company's stock is listed or the average
of the mean between the last reported "bid" and "asked" prices if the Common
Stock is not so listed for the five business days immediately preceding the
date of grant. Options awarded to each outside director shall vest in three
equal installments over a period of two years, subject to forfeiture under
certain conditions and shall be exercisable by the Outside Director upon
vesting.
Summary of Fiscal 1995 Stock Option Grants:
During fiscal 1995, the Company granted options to purchase 580,950 shares
at prices ranging from $7.25 to $8.13 per share. Messrs. Lubman, Nadata and
Schuster each received options to purchase 148,650 shares at prices ranging
from $7.25 to $7.875 per share. Mr. Durando received options to purchase
10,000 shares at an exercise price of $7.875. Options to purchase 18,417
shares were exercised at prices ranging from $.90 to $2.11.
Employee Stock Ownership Plan:
In January 1987, the Company adopted an Employee Stock Ownership Plan
("ESOP" or "Plan"), which covers substantially all of the Company's
employees. The ESOP is managed by three Trustees, Messrs. Lubman, Nadata
and Schuster (the "Trustees"), who vote the securities held by the Plan
(other than securities of the Company which have been allocated to
employees' accounts).
The annual contributions to the Plan are to be in such amounts as the
Board of Directors in its sole discretion shall determine. Each employee
who participates in the Plan has a separate account and the annual
contribution by the Company to an employee's account is not permitted to
exceed the lesser of $30,000 (or such other limit as may be the maximum
permissible pursuant to the provisions of Section 415 of the Internal
Revenue Code and Regulations issued hereunder) or 25% of such employee's
annual compensation, as defined under the Plan. No contributions are
required of, nor shall any be accepted from, any employee.
Page 24
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued):
Employee Stock Ownership Plan (Continued):
All contributions to the Plan are invested in the Company's securities
(except for temporary investments), the Trustees having the right to
purchase the Company's securities on behalf of employees. The Trustees are
considered the stockholder for the purpose of exercising all owners' and
stockholders' rights, with respect to the Company's securities held in the
Plan, except for voting rights which insure to the benefit of each employee
who can vote all shares held in his account, even if said shares are not
vested. Vesting is based upon an employee's years of service, employees
generally becoming fully vested after six years.
Benefits are payable to employees at retirement or upon death, disability
or termination of employment, with payments commencing no later than sixty
days following the last day of the Plan year in which such event occurred.
Subject to the right of the employee to demand payment in the form of the
Company's Common Stock, all benefits are payable in cash or in Common Stock,
at the discretion of the Trustees.
The Trustees are empowered to borrow funds for the purpose of purchasing
the Company's securities. The securities so purchased are required to be
held in an acquisition indebtedness account, to be released and made
available for reallocation as principal is repaid. In May, 1988 the
Company, on behalf of the ESOP, entered into a revolving credit agreement
with its bank which provides for a $2,000,000 revolving line of credit at a
percentage of the bank's prime rate until May 1, 1997. Direct borrowings
under this line of credit are payable in forty-eight equal monthly
installments commencing with the fiscal period subsequent to such
borrowings. At February 28, 1995 the ESOP owned 295,818 shares at an
average price of approximately $1.21 per share.
401(k) Savings Plan
The Company sponsors a retirement plan intended to be qualified under
Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). All non-union employees over age 21 who have been employed by the
Company for at least six months are eligible to participate in the plan.
Employees may contribute to the plan on a tax deferred basis up to 15% of
their total annual salary, but in no event more than the maximum permitted
by the Code ($9,240 in calendar 1994). Company contributions are
discretionary. For the plan year ended February 28, 1994, the Company has
elected to make matching contributions at the rate of $.25 per dollar
contributed by each employee up to a maximum of 1% of an employee's salary
vesting at the cumulative rate of 20% per year of service starting one year
after commencement of service and, accordingly, after five years of any
employee's service with Company, matching contributions by the Company are
fully vested. As of February 28, 1995 approximately 152 employees had
elected to participate in the plan. For the fiscal year ended February 28,
1995, the Company contributed approximately $61,500 to the plan, of which
$1,500 was a matching contribution for each of Mr. Lubman, Mr. Nadata and
Mr. Schuster and $850 for Mr. Durando.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
None.
Page 25
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K:
(a) (1) The following consolidated financial statements of the registrant
and its subsidiaries are filed as a part of this report:
Page
----
Independent Auditors' Report F-1
Consolidated Balance Sheets as of February 28, 1995
and February 28, 1994 F-2
Consolidated Statements of Income for the three
years in the period ended February 28, 1995 F-3
Consolidated Statements of Changes in Shareholders'
Equity for the three years in the period ended
February 28, 1995 F-4
Consolidated Statements of Cash Flows for the three
years in the period ended February 28, 1995 F-5
Notes to Consolidated Financial Statements F-7
(a) (3) See exhibits required - Item (c) below
(b) No reports were filed by the Company on Form 8-K during the last
quarter of the fiscal year.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
-----------------------------------------------------------------------
3.1 Certificate of Incorporation, as amended (Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
February 29, 1988)
3.2 By-laws, as amended (Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended February 29, 1988)
3.3 Certificate of Amendment to Certificate of Incorporation (Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
Quarter ended August 31, 1994)
4.1 Specimen Common Stock Certificate (*)
Page 26
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K:
(c) Exhibits (continued):
EXHIBIT
NUMBER DESCRIPTION
----------------------------------------------------------------------
10.1 The Registrant's Key Employee Incentive Stock Option Plan, as
amended (**)
10.2 Agreement between the Company and Trustees relating to the
Company's Employee Stock Ownership Plan (Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year ended
February 28, 1987)
10.3 Revolving Credit and Term Loan Agreement with National
Westminster Bank, USA dated May 26, 1988 and amendments 1
through 4 thereto (Exhibit 10.7 to the Company's annual
report on Form 10-K for the year ended February 29, 1992).
10.4 Amendment numbers 5, 6 and 7 to Revolving Credit and Term Loan
Agreement with National Westminster Bank, USA. (Exhibit 10.8
to the Company's annual report on Form 10-K for the year
ended February 28, 1993).
10.5 Amendment numbers 8 and 9 to Revolving Credit and Term Loan
Agreement with National Westminster Bank, USA. (Exhibit 10.6
to the Company's annual report on Form 10-K for the year
ended February 28, 1994).
10.6 Employment Agreements, as amended, between the Company and
Messrs. Lubman, Nadata and Schuster. (Exhibit 10.7 to the
Company's annual report on Form 10-K for the year ended
February 28, 1994).
10.7 Amended and restated Revolving Credit Agreement with National
Westminster Bank USA dated as of April 29, 1994 (Exhibit 10
to the Company's Report on Form 8-K dated April 29, 1994).
10.8 Asset Purchase Agreement dated April 29, 1994 between Nu
Horizons/Merit Electronics Corp., Merit Electronics, Inc. and
Robert G. Pipkin (Exhibit 2 to the Company's Report on Form
8-K dated April 29, 1994).
10.9 Note Agreement dated August 15, 1994 between the Company and
Massachusetts Mutual Life Insurance Company (Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1994).
10.10 Amendment No. 1 to Amended and Restated Revolving Credit
Agreement dated as of August 24, 1994 between the Company and
National Westminster Bank USA (Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended August
31, 1994).
10.11 1994 Stock Option Plan (Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended August 31, 1994).
Page 27
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K:
(c) Exhibits (continued):
EXHIBIT
NUMBER DESCRIPTION
----------------------------------------------------------------------
10.12 Outside Director Stock Option Plan (Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1994).
11. Statement re: Computation of Per Share Earnings (see
Item 8 - Notes to Consolidated Financial Statements -
Note 2j)
22. The following is a list of the Company's subsidiaries:
State of
Name Incorporation
--------------------------------- -------------
NIC Components Corp. New York
Nu Horizons International Corp. New York
Nu Visions Manufacturing, Inc. Massachusetts
Nu Horizons/Merit Electronics Corp. Delaware
23. Accountant's Consent
27. Financial Data Schedule
99. Additional Exhibit
-----------------
(*) Incorporated by reference to the Company's registration statement on Form
S-1, registration No. 2-89176.
(**) Incorporated by reference to the Company's registration statement on
Form S-8, registration No. 33-20661.
Page 28
<PAGE>
24. Accountants' Consent
--------------------
We consent to the incorporation by reference in Registration Statement
numbers 33-11032 and 33-20661 on Form S-8 of our opinion dated May 18,
1995 on the consolidated financial statements of Nu Horizons Electronics
Corp. and subsidiaries included in the Corporation's annual report on Form
10-K for the fiscal year ended February 28, 1995.
LAZAR, LEVINE & COMPANY LLP
Certified Public Accountants
New York, New York
May 18, 1995
Page 29
<PAGE>
99. Additional Exhibit:
------------------
The following undertakings are incorporated by reference into the
Company's Registration Statement on Form S-8 (Registration Nos. 33-11032,
33-20661, 33-88952 and 33-88958).
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a) (1) (i) and (a) (1)
(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Page 30
<PAGE>
99. Additional Exhibit (Continued):
------------------
(f) (1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom
the prospectus is sent or given a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
for the fiscal year will be furnished to each such employee.
(2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the
plan who do not otherwise receive such material as stockholders
of the registrant, at the time and in the matter such material
is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its
stockholders generally.
(3) Where interests in a plan are registered herewith, the
undersigned registrant and plan hereby undertake to transmit or
cause to be transmitted promptly, without charge, to any
participant in the plan who makes a written request, a copy of
the then latest annual report of the plan filed pursuant to
section 15(d) of the Securities Exchange Act of 1934 (Form 11-
K). If such report is filed separately on Form 11-K, such form
shall be delivered upon written request. If such report is
filed as a part of the registrant's annual report to
stockholders delivered pursuant to paragraph (1) or (2) of this
undertaking, additional delivery shall not be required.
(4) If the registrant is a foreign private issuer, eligible to
use Form 20-F, then the registrant shall undertake to deliver or
cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's
latest filing on Form 20-F in lieu of the annual report to
stockholders.
(i) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
act and will be governed by the final adjudication of such issue.
Page 31
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NU HORIZONS ELECTRONICS CORP.
(Registrant)
By:/s/ ARTHUR NADATA
------------------------
Arthur Nadata,
President (Principal
Operating Officer)
By:/s/ PAUL DURANDO
------------------------
Paul Durando,
Vice President, Finance
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
By:/s/ IRVING LUBMAN Chairman of The Board, May 18, 1995
---------------------- Chief Executive Officer
Irving Lubman
By:/s/ ARTHUR NADATA President, Treasurer and May 18, 1995
---------------------- Director
Arthur Nadata
By:/s/ RICHARD SCHUSTER Vice President, Secretary May 18, 1995
---------------------- and Director
Richard Schuster
By:/s/ PAUL DURANDO Vice President, Finance May 18, 1995
---------------------- and Director
Paul Durando
By:/s/ HERBERT M. GARDNER Director May 18, 1995
----------------------
Herbert M. Gardner
By:/s/ HARVEY R. BLAU Director May 18, 1995
----------------------
Harvey R. Blau
By:/s/ DAVID SIEGEL Director May 18, 1995
----------------------
David Siegel
Page 32
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
EXHIBIT INDEX
to
FORM 10-K
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
NU HORIZONS ELECTRONICS CORP.
(Exact Name of Registrant as Specified in Its Charter)
EXHIBIT
NUMBER DESCRIPTION
----------------------------------------------------------------------
11 Computation of Per Share Earnings
27 Financial Data Schedules
<PAGE>
NU HORIZONS ELECTRONICS CORP.
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
----------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
------------------------------------
FEBRUARY FEBRUARY FEBRUARY
28, 1995 28, 1994 28, 1993
---------- ----------- ----------
<S> <C> <C> <C>
PRIMARY EARNINGS:
----------------
NET INCOME $4,421,823 $5,044,225 $1,489,658
========== ========== ==========
SHARES:
Weighted average
number of common
shares and common
share equivalents
outstanding 7,847,677 7,774,440 7,558,311
========== ========== ==========
PRIMARY EARNINGS PER
COMMON SHARE:
Net Income $ .56 $ .65 $ .20
========== ========== ==========
FULLY DILUTED EARNINGS:
----------------------
Net Income $4,421,823 $5,044,225 $1,489,658
Net (after tax)
interest expense
related to
convertible debt 365,062 - -
---------- ---------- ----------
NET INCOME AS ADJUSTED $4,786,885 $5,044,225 $1,489,658
========== ========== ==========
SHARES:
Weighted average
number of common
shares and common
share equivalents
outstanding 7,847,677 7,774,440 7,558,311
Additional options
not included above 598,287 40,165 158,502
Assuming Conversion
of convertible debt 833,333 - -
---------- ---------- ----------
Weighted average
number of common
shares outstanding
as adjusted 9,279,297 7,814,605 7,716,813
========== ========== ==========
FULLY DILUTED EARNINGS
PER COMMON SHARE $ .52 $ .65 $ .19
========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED FEBRUARY 28, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAR-01-1994
<PERIOD-END> FEB-28-1995
<CASH> 498,919
<SECURITIES> 0
<RECEIVABLES> 21,685,302
<ALLOWANCES> 898,359
<INVENTORY> 22,255,545
<CURRENT-ASSETS> 45,179,018
<PP&E> 6,194,272
<DEPRECIATION> 3,053,218
<TOTAL-ASSETS> 51,972,606
<CURRENT-LIABILITIES> 8,850,077
<BONDS> 19,995,404
<COMMON> 51,032
0
0
<OTHER-SE> 22,490,884
<TOTAL-LIABILITY-AND-EQUITY> 51,972,606
<SALES> 130,251,554
<TOTAL-REVENUES> 130,251,554
<CGS> 99,338,249
<TOTAL-COSTS> 21,651,658
<OTHER-EXPENSES> 1,375,000
<LOSS-PROVISION> 442,500
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,444,147
<INCOME-TAX> 3,022,324
<INCOME-CONTINUING> 4,421,823
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,421,823
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
