<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
ON FORM 10K
Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
February 29, 1996 1-8798
- ---------------------------------- --------------------------
Nu Horizons Electronics Corp.
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(Exact name of registrant as specified in its charter)
Delaware 11-2621097
-------------------------------- ----------------------------
(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
- --------------------------------------------------------------------------------
(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
- ----------------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
(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 [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of May 17, 1996.
Common Stock - Par Value $.0066 8,676,049
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Class Outstanding Shares
Aggregate Market Value of Non-Affiliate Stock at May 17, 1996 -
---------------------------------------------------------------
approximately $129,598,000
--------------------------
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I:
<S> <C> <C>
Item 1. Business Pages 3 - 7
Item 2. Properties Pages 7 - 8
Item 3. Legal Proceedings Page 8
Item 4. Submission of Matters to a Vote of Security Holders Page 8
PART II:
Item 5. Market for the Registrant's Common Equity and Related Page 8
Stockholder Matters
Item 6. Selected Financial Data Page 9
Item 7. Management's Discussion and Analysis of Financial Pages 10 - 13
Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data Pages F1 - F19
Item 9. Changes in and Disagreements with Accountants on Page 14
Accounting and Financial Disclosures
PART III:
Item 10. Directors and Executive Officers of the Company Pages 14 - 16
Item 11. Executive Compensation Pages 16 - 25
Item 12. Security Ownership of Certain Beneficial Owners and Page 26
Management
Item 13. Certain Relationships and Related Transactions Page 26
PART IV:
Item 14. Exhibits, Financial Statement Schedules, and Reports Pages 27 - 33
on Form 8-K
Signatures Page 34
Exhibit Index
</TABLE>
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 (OEM's) in the United States, include mainly
commercial 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 OEM's 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: 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 the Company believes 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 the
remainder of the West Coast.
Management's policy is to manage, maintain and control all inventories
from its principal headquarters and stocking facilities on Long Island,
New York and 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
<PAGE>
ITEM 1. BUSINESS (Continued):
Semiconductor Products (Active Components):
The Company is a distributor of a broad range of semiconductor
products to commercial and military OEM's 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 Allegro, Cirrus Logic, Crystal,
Elantec, Exar, Exel, Microelectronics, Integrated Circuit Systems,
International Rectifier, Maxim Integrated Products, NEC, Silicon
Systems, Standard Microsystems Corporation, Supertex, Inc., Watkins
Johnson, 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 agreements generally 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 OEM's and passive components to
OEM's and distributors nationally in the United States.
Those components are then placed on printed circuit boards by
the OEM's 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 OEM's
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
<PAGE>
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 through hole and surface mount circuit board
assembly services. 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
$2,000,000 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, 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.
As of February 29, 1996 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 in-house
staff of approximately 90 salespersons, and by a field sales force of
approximately 100 salespersons. The Company maintains branch sales
facilities located as follows:
EAST COAST
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Massachusetts - Boston
New York - Amityville (Long Island) and Rochester
New Jersey - Mt. Laurel (Philadelphia) and Pine Brook
Ohio - Cleveland
Maryland - Columbia
North Carolina - Raleigh
Georgia - Atlanta
Alabama - Huntsville
Florida - Ft. Lauderdale and Orlando
MIDWEST
-------
Minnesota - Minneapolis
Texas - Austin and Dallas
WEST COAST
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California - Irvine, Los Angeles, San Diego and San Jose
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 certain 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 OEM's 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 29, 1996. 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 29, 1996, there were two manufacturers that
represented more than 10% of the Company's inventory, on a consolidated
basis. These two suppliers, SGS-Thomson and Xilinx, respectively,
accounted for 14% 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.
For the year ended February 29, 1996, the Company purchased
inventory from two suppliers, SGS-Thomson and Toshiba, that were each in
excess of 10% of the Company's total purchases. Purchases from these
suppliers aggregated approximately $33,505,000 for the fiscal year.
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 OEM's
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 have.
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 active and
passive components could be adversely affected by increases in tariffs,
duties, changes in the United States' trade treaties with Japan, Taiwan
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 later than 90 days for passive components from the
date of the order. As of May 1, 1996, the Company's backlog was
approximately $30,000,000 as compared to a backlog of approximately
$22,000,000 at May 1, 1995.
Employees:
As of February 29, 1996, the Company employed approximately 400
persons: 10 in management, 232 in sales and sales support, 17 in product
and purchasing, 14 in accounting and finance, 31 in operations, 67 in
manufacturing, and 30 in shipping, receiving and warehousing. The
Company believes that its employee relations are satisfactory.
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 29, 1996, the Company's
outstanding mortgage indebtedness in respect of this property was
$398,276.
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 $100,850 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.
Page 7
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ITEM 2. PROPERTIES (Continued):
On May 1, 1996, the Company leased approximately 25,000 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, 1996 to April 30, 2001 at an annual base rental of
$225,000.
The Company also leases space for seventeen (17) branch sales offices
which range in size from 1,000 square feet to 5,000 square feet, with
lease terms that expire between September 1996 and January 2002. Annual
rentals range from $9,300 to $48,000 with aggregate rentals approximating
$362,000.
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 29, 1996 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 reported by the NASDAQ National Market
System.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
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 9.38 6.50
Second Quarter 11.50 7.13
Third Quarter 17.25 10.50
Fourth Quarter 18.88 13.00
FISCAL YEAR 1997:
First Quarter (Through May 17, 1996) 16.63 14.50
</TABLE>
(b) As of May 17, 1996, the Company's common stock was owned by
approximately 4,500 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
<PAGE>
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
29, 1996 28, 1995 28, 1994 28, 1993 29, 1992
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INCOME STATEMENT
DATA:
<S> <C> <C> <C> <C> <C>
Net sales $202,803,184 $130,251,554 $92,418,038 $60,507,620 $42,187,636
Gross profit
on sales 48,201,148 30,913,305 24,950,478 15,390,022 10,715,954
Gross profit
percentage 23.8% 23.7% 27.0% 25.4% 25.4%
Income before
provision for
income taxes 15,799,592 7,444,147 8,549,534 2,564,335 495,559
Net income 9,396,301 4,421,823 5,044,225 1,489,658 296,816
Earnings per
common share:
Primary $ 1.14 $ .56 $ .65 $ .20 $ .04
Fully diluted $ .97 $ .52 $ .65 $ .19 $ .04
FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
29, 1996 28, 1995 28, 1994 28, 1993 29, 1992
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BALANCE SHEET
DATA:
Working capital $57,954,434 $36,328,941 $23,792,512 $17,523,791 $12,465,363
Total assets 75,459,586 51,972,606 37,448,040 26,083,687 17,849,628
Long-term debt 27,094,030 20,580,613 9,339,195 8,079,590 4,279,514
Shareholders'
equity 37,617,703 22,541,916 18,051,985 12,679,681 10,887,624
</TABLE>
Page 9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Fiscal Year 1996 versus 1995
Introduction:
Nu Horizons Electronics Corp. (the "Company") and its wholly-owned
subsidiaries, Nu Horizons/Merit Electronics Corp. ("Merit"), NIC Components
Corp. ("NIC") and Nu Horizons International Corp. ("International"), are
engaged in the distribution of high technology active and passive
electronic components to a wide variety of original equipment manufacturers
("OEM's") of electronic products. Active components distributed by the
Company include 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 OEM's and other distributors nationally, consist of a high
technology line of chip and leaded components including capacitors,
resistors and related networks.
Nu Visions Manufacturing, Inc. ("NUV") located in Springfield,
Massachusetts, another subsidiary of the Company, is a contract assembler
of circuit boards, harnesses and related electromechanical devices for
various OEM's.
The financial information presented herein includes: (i) Balance sheets as
of February 29, 1996 and February 28, 1995; (ii) Statements of income for
the twelve month periods ended February 29, 1996 and February 28, 1995 and
1994 (iii) Statements of cash flows for the twelve month periods ended
February 29, 1996 and February 28, 1995 and 1994; (iv) Consolidated changes
in stockholder's equity for the twelve month periods ended February 29,
1996 and February 28, 1995 and 1994.
Results of Operations:
Net sales for the year ended February 29, 1996 aggregated $202,803,184 as
compared to $130,251,554 for the year ended February 28, 1995, an increase
of 56%. Management attributes the increase in sales for the period to the
following reasons: Approximately $3,303,000 or 4.6% of the overall
increase resulted from incremental sales at the Nu Visions Manufacturing
subsidiary. Approximately $12,807,000 or 17.6% of the overall increase
resulted from incremental sales relative to the newer California segment of
the distribution business which the Company owned for ten months during
fiscal 1995. The balance of the overall increase, approximately
$56,441,000 or 77.8%, resulted from incremental sales generated, by the
East Coast core distribution business and NIC passive component business as
a whole, through greater market penetration and continued economic strength
in the electronic component industry.
Gross profit margin as a percentage of net sales was 23.8% for the year
ended February 29, 1996 as compared to 23.7% for the year ended February
28, 1995. Management attributes the relative stabilization of profit
margins during these periods primarily to a settling effect in the
marketplace subsequent to the downward adjustment in calendar 1994.
Although the Company expects that these conditions will continue, as long
as current market trends prevail, no assurances can be given in this
regard.
Page 10
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued):
Fiscal Year 1996 versus 1995 (Continued)
Results of Operations (continued):
Operating expenses increased by $8,283,222 to $30,377,380 for the year
ended February 29, 1996 from $22,094,158 for the year ended February 28,
1995, an increase of approximately 37%. As a percentage of net sales,
operating expenses declined from 17% in fiscal 1995 to 15% in fiscal
1996, as sales grew more rapidly than operating expenses. The dollar
increase in operating expenses was due to increases in the following
expense categories: Approximately $7,319,000 or approximately 88% 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. The
remaining increase of approximately $964,000 or approximately 12% 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 by $639,698 from $1,387,019 for the year ended
February 28, 1995 to $2,026,717 for the year ended February 29, 1996.
This increase was primarily due to higher average borrowings resulting
from an increase in the Company's inventory and accounts receivable
required to support the 56% increase in sales volume mentioned above. See
the liquidity and capital resources discussion below.
<TABLE>
<CAPTION>
INTEREST COSTS
FOR THE FISCAL
YEARS ENDED
----------------------
February February
<S> <C> <C>
29, 1996 28, 1995
---------- ----------
Revolving Bank Credit $ 916,226 $ 716,707
Sub. Convert. Notes 1,110,491 670,312
---------- ----------
Total Interest Expense $2,026,717 $1,387,019
========== ==========
</TABLE>
Net income for the year ended February 29, 1996 was $9,396,301 or $.97
per share, fully diluted, as compared to $4,421,823 or $.52 per share
fully diluted, for the year ended February 28, 1995. The increase in
earnings is primarily due to increased sales volume net of higher
operating expenses.
Liquidity and Capital Resources:
The Company ended its 1996 fiscal year with working capital and cash
aggregating approximately $57,954,000 and $874,000, respectively at
February 29, 1996 as compared to approximately $36,329,000 and $499,000
respectively, at February 28, 1995. The Company's current ratio at
February 29, 1996 was 6.4:1. The Company believes that its financial
position at February 29, 1996 will enable it to take advantage of any new
opportunities that may arise.
On April 8, 1996, subsequent to the balance sheet date, the Company
entered into a new amended and restated unsecured revolving line of
credit, which currently provides for maximum borrowings of $25,000,000 at
the bank's prime rate, through April 8, 2000. At February 29, 1996,
$17,300,000 was outstanding under this line of credit as compared to
$4,400,000 at February 28, 1995.
Page 11
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Fiscal Year 1995 versus 1994
Results of Operations (continued):
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 $.52
per share, fully diluted, as compared to $5,044,225 or $.65 per share,
fully diluted, 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 12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued):
Fiscal Year 1996 versus 1995 (Continued)
Liquidity and Capital Resources (continued):
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 15, February 15, May 15 and August 15. 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. As of February 29, 1996,
$6,000,000 of the notes have been converted into 666,666 shares of common
stock and $9,000,000 principal amount of subordinated convertible notes
remained outstanding.
On April 19, 1996, subsequent to the balance sheet date $1,491,003 of the
notes were converted into $165,667 shares of common stock and $7,508,997
principal amount of subordinated convertible notes remain outstanding as
of May 17, 1996.
The Company has experienced an overall shortfall in operating cash flow
over the last eight fiscal quarters primarily due to the approximate
fifty-six percent increase in sales for the current fiscal year and the
approximately forty-one percent increase in sales in fiscal 1995. As a
result of this sales growth the Company has been required to finance
increased levels of accounts receivable and inventory which exceed the
amounts that can be supported by operating cash flows. The short fall in
operating cash flow has been supplemented through the issuance of the
subordinated convertible notes and the utilization of the unsecured bank
credit line as described above.
While the Company cannot predict that growth will continue at the same
rate experienced over the last two fiscal years, management is planning
for substantial growth over the ensuing twelve month period which more
than likely will result in a continued shortfall in operating cash flow.
The Company anticipates that its capital resources provided by its bank
line of credit will be sufficient to meet its financing requirements
during that 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 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. 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 29, 1996 and February 28, 1995,
and the results of their operations and their cash flows for each of the three
years in the period ended February 29, 1996 in conformity with generally
accepted accounting principles.
/s/ LAZAR, LEVINE, & COMPANY LLP
----------------------------------
LAZAR, LEVINE & COMPANY LLP
New York, New York
May 16, 1996
Page F-1
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
-ASSETS-
FEBRUARY FEBRUARY
29, 1996 28, 1995
-----------------------
CURRENT ASSETS:
Cash (including time deposits) $ 874,267 $ 498,919
Accounts receivable-net of allowance for
doubtful accounts of $1,509,802 and $898,359
for 1996 and 1995, respectively 30,005,182 20,786,943
Inventories 36,808,915 22,255,545
Prepaid expenses and other current assets 1,013,923 1,637,611
----------- -----------
TOTAL CURRENT ASSETS 68,702,287 45,179,018
PROPERTY, PLANT AND EQUIPMENT - NET
(Notes 4 and 7) 3,439,804 3,141,054
OTHER ASSETS
Cost in excess of net assets acquired-net 2,066,180 2,223,104
Other assets (Note 5) 1,251,315 1,429,430
----------- -----------
$75,459,586 $51,972,606
=========== ===========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
--------------------------------------
CURRENT LIABILITIES: $ 7,898,757 $ 6,286,579
Accounts payable 2,254,878 2,201,006
Accrued expenses 373,930 311,063
Current portion of long-term debt (Note 7) 220,288 7,743
Income taxes (Note 10) - 43,686
Other current liabilities ----------- -----------
10,747,853 8,850,077
TOTAL CURRENT LIABILITIES ----------- -----------
LONG TERM LIABILITIES: 115,577 585,209
Deferred income taxes (Note 10) 17,300,000 4,400,000
Revolving credit line (Note 6) 678,453 595,404
Long-term debt (Note 7) 9,000,000 15,000,000
Subordinated convertible notes (Note 8) ----------- -----------
27,094,030 20,580,613
TOTAL LONG-TERM LIABILITIES ----------- -----------
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; 8,423,137 and
7,732,051 shares issued and outstanding
for 1996 and 1995, respectively 55,593 51,032
Additional paid-in capital 16,821,502 10,726,727
Retained earnings 21,160,458 11,764,157
----------- -----------
38,037,553 22,541,916
Less: loan to ESOP (Notes 7 and 11) 419,850 -
----------- -----------
37,617,703 22,541,916
----------- -----------
$75,459,586 $51,972,606
=========== ===========
See notes to consolidated financial statements.
Page F-2
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
FOR THE YEAR ENDED
-----------------------------------------
FEBRUARY FEBRUARY FEBRUARY
29, 1996 28, 1995 28, 1994
------------------------------------------
NET SALES $202,803,184 $130,251,554 $92,418,038
COSTS AND EXPENSES:
Cost of sales (Note 13) 154,602,036 99,338,249 67,467,560
Operating expenses 30,377,380 22,094,158 15,908,490
Interest expense 2,026,717 1,387,019 536,591
Interest income (2,541) (12,019) (44,137)
------------ ----------- -----------
187,003,592 122,807,407 83,868,504
------------- ----------- -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 15,799,592 7,444,147 8,549,534
Provision for income
taxes (Note 10) 6,403,291 3,022,324 3,505,309
------------ ----------- -----------
NET INCOME $ 9,396,301 $ 4,421,823 $ 5,044,225
============ =========== ===========
EARNINGS PER SHARE
(Note 2i):
Primary $ 1.14 $ .56 $ .65
============ =========== ===========
Fully diluted $ .97 $ .52 $ .65
============ =========== ===========
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
COMMO N 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 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
Exercise of stock
options 24,420 161 - 99,175 - - 99,336
Conversion of
subordinated
convertible notes 666,666 4,400 - 5,995,600 - - 6,000,000
Loan to ESOP - - - - - (559,800) (559,800)
Repayment from ESOP - - - - - 139,950 139,950
Net income - - - - 9,396,301 - 9,396,301
--------- ------- ---------- ----------- ----------- --------- -----------
Balance at
February 29, 1996 8,423,137 $55,593 $ - $16,821,502 $21,160,458 $(419,850) $37,617,703
========= ======= ========== =========== =========== ========= ===========
</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
29, 1996 28, 1995 28, 1994
---------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:
Cash flows from operating activities:
<S> <C> <C> <C>
Cash received from customers $ 192,949,945 $ 125,991,043 $ 88,245,555
Cash paid to suppliers and employees (196,045,525) (124,980,742) (85,752,410)
Interest received 2,541 18,991 47,037
Interest paid (2,026,717) (1,387,019) (536,591)
Income taxes paid (6,034,790) (5,770,418) (1,744,114)
---------- ----------- ----------
Net cash provided by (used by)
operating activities (11,154,546) (6,128,145) 259,477
---------- ----------- ----------
Cash flows from investing activities:
Capital expenditures (1,055,558) (602,746) (827,629)
Purchase of stock for ESOP (559,800) - -
Purchase of Merit Electronics -
net of cash acquired - (5,753,022) -
Net cash (used by) investing
activities (1,615,358) (6,355,768) (827,629)
---------- ----------- ----------
Cash flows from financing activities:
Borrowings under revolving
credit line 65,000,000 66,090,000 20,050,000
Repayments under revolving
credit line (52,100,000) (69,790,000) (18,550,000)
Principal payments of long-term
debt (413,884) (468,917) (355,164)
Proceeds from exercise of employee
stock options 99,336 27,442 228,326
Proceeds from long-term debt 559,800 - -
Proceeds from subordinated debt - 15,000,000 -
---------- ----------- ----------
Net cash provided by
financing activities 13,145,252 10,858,525 1,373,162
---------- ----------- ----------
Net increase (decrease) in cash and
cash equivalents 375,348 (1,625,388) 805,010
Cash and cash equivalents, beginning
of year 498,919 2,124,307 1,319,297
---------- ---------- ----------
Cash and cash equivalents, end of year $ 874,267 $ 498,919 2,124,307
========== ========== ==========
</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
29, 1996 28, 1995 28, 1994
---------- ---------- ----------
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $ 9,396,301 $ 4,421,823 $ 5,044,225
------------ ------------ -----------
Adjustments to reconcile net income to
net cash provided by (used by)
operating activities:
Depreciation and amortization 1,169,816 886,235 535,794
Bad debts 635,000 442,500 409,000
Contribution to ESOP (compensation) 139,950 40,666 99,753
Changes in assets and liabilities:
(Increase) in accounts receivable (9,853,239) (4,260,511) (4,172,483)
(Increase) in inventories (14,553,370) (3,566,701) (6,239,178)
(Increase) decrease in prepaid
expenses and other current assets 623,688 (1,183,805) (193,494)
(Increase) in other assets (77,969) (1,277,857) (71,353)
Increase (decrease) in accounts
payable and accrued expenses 1,666,050 (354,525) 3,105,867
Increase (decrease) in income taxes 212,545 (1,625,045) 1,255,853
Increase (decrease) in other
current liabilities (43,686) 34,361 (19,848)
Increase (decrease) in deferred
taxes (469,632) 314,714 505,341
------------ ------------ -----------
Total adjustments (20,550,847) (10,549,968) (4,784,748)
------------ ------------ -----------
Net cash provided by (used by) operating
activities $(11,154,546) $ (6,128,145) $ 259,477
============ ============ ===========
</TABLE>
NON-CASH FINANCING ACTIVITIES:
During the year ended February 29, 1996 the subordinated debt-holder (see
Note 8) converted $6,000,000 of debt into 666,666 shares of the Company's
common stock.
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 29, 1996
-----------------------------------
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, 1987, 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 throughout the United States 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. Use of Estimates:
In preparing financial statements in accordance with generally accepted
accounting principles, management makes certain estimates and
assumptions, where applicable, that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements, as well as reported amounts of
revenues and expenses during the reporting period. While actual results
could differ from those estimates, management does not expect such
variances, if any, to have a material effect on the financial statements.
c. Concentration of Credit Risk:
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and accounts
receivable.
The Company maintains, at times, deposits in federally insured financial
institutions in excess of federally insured limits. Management attempts
to monitor the soundness of the financial institution and believes the
Company's risk is negligible.
Concentrations with regard to accounts receivable are limited due to the
Company's large customer base.
d. Inventories:
Inventories, which consist primarily of goods held for resale, are stated
at the lower of cost (first-in, first-out method) or market.
Page F-7
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
e. 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.
f. 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 29, 1996 approximates $2,600,000.
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.
g. Goodwill:
Costs in excess of net assets acquired (see Note 3) are being amortized on
a straight-line basis over fifteen years. For the year ended February 29,
1996, amortization of goodwill aggregated $287,694.
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, in accordance
with Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be Disposed of.
h. 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.
Page F-8
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
i. 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:
1996 1995 1994
---------- --------- ---------
Primary 8,236,249 7,847,677 7,774,440
Fully diluted 10,410,699 9,279,297 7,814,605
j. Reclassifications:
Certain prior year information has been reclassified to conform to the
current year's reporting presentation.
k. Accounting Changes:
As permitted by SFAS No. 123, Accounting for Stock-based Compensation,
which becomes effective for the Company as of March 1, 1996, and which
encourages companies to record expense for stock options and other stock-
based employee compensation awards based on their fair value at date of
grant, Nu Horizons will continue to apply its current accounting policy
under Accounting Principles Board Opinion No. 25 and will include the
necessary disclosures in its fiscal 1997 financial statements.
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 Company's consolidated statement of earnings did not include the
revenues and expenses of Nu Horizons/Merit until April 1, 1994. The
operations of Nu Horizons/Merit after April 1, 1994 are reflected for the
fiscal years ended February 28, 1995 and February 29, 1996. The following
pro forma results were developed assuming the acquisition had occurred at
the beginning of the earliest period presented.
Page F-9
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
3. ACQUISITION (continued):
Pro Forma Year Ended
- -------------------------
(Unaudited) February 28, 1995 February 28, 1994
- ------------------------- ------------------------ -----------------
Net sales $131,914,000 $107,507,000
Net earnings 4,426,000 5,484,000
Earnings per share $ .56 $ .71
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, 1993, 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:
FEBRUARY FEBRUARY
29, 1996 28, 1995
---------- ----------
Land $ 266,301 $ 266,301
Building and improvements 1,747,930 1,574,435
Furniture, fixtures and office
equipment 2,037,183 1,512,926
Computer equipment 2,278,582 1,920,776
Assets held under capitalized
leases 919,834 919,834
---------- ----------
7,249,830 6,194,272
Less: accumulated depreciation
and amortization 3,810,026 3,053,218
---------- ----------
$3,439,804 $3,141,054
========== ==========
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 29, 1996 and February 28, 1995 and 1994 aggregated
$756,808, $615,356 and $501,098, respectively.
5. OTHER ASSETS:
Other assets as of February 29, 1996 and February 28, 1995 consists of the
following:
1996 1995
------ ------
Net cash surrender value - life insurance $ 793,537 $ 720,959
Debt issue costs - net 407,443 663,527
Other 50,335 44,944
--------- ---------
$1,251,315 $1,429,430
========= =========
Page F-10
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
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 (8.25 % at February 29, 1996) with payments of
interest only through May 1, 1997. Direct borrowings under lines of credit
were $17,300,000 and $4,400,000 at February 29, 1996 and February 28, 1995,
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. (See Note 16b)
7. LONG-TERM DEBT:
Long-term debt consists of the following:
FEBRUARY FEBRUARY
29, 1996 28, 1995
-------- --------
Mortgage payable to bank, due in quarterly
installments of $26,552 plus interest at
88% of the bank's prime rate (7.26% at
February 29, 1996) to December 1, 1999 $ 398,276 $ 504,483
Term loan payable to bank, due in monthly
installments of $9,321 plus interest at
the bank's prime rate to March 31, 2000 447,388 -
Non-Compete Agreement
due in annual installments - 14,500
Various capitalized equipment leases,
interest rates ranging from 6.78% to 8.38%,
maturing in 1997 and 1998. Gross lease
obligations aggregate $172,089, $85,134
and $34,748, for each of the next three
fiscal years, with interest thereon
aggregating $85,252 206,719 387,484
-------- ---------
1,052,383 906,467
Less: current portion 373,930 311,063
-------- ---------
$678,453 $595,404
======== =========
The mortgage payable is collateralized by land, building, and substantially
all furniture and fixtures. The term loan payable is 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:
1997 $373,930
1998 325,104
1999 246,157
2000 107,192
--------
$1,052,383
==========
Page F-11
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
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.
As of February 29, 1996, $6,000,000 of the notes have been converted into
666,666 shares of common stock and $9,000,000 principal amount of
subordinated convertible notes remained outstanding. (See Note 16a)
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 29, 1996
-----------------------------------
9. CAPITAL STOCK, OPTIONS AND WARRANTS (continued):
A summary of activity with respect to stock options for the three years
ended February 29, 1996 is as follows:
TOTAL SHARES
OPTION OPTION AVAILABLE FOR
SHARES PRICES PRICE FUTURE GRANTS
--------- ------------ ----------- -------------
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
Granted 323,000 7.38- 14.50 3,013,320
Exercised (24,420) 2.11- 7.87 (99,336)
Cancelled (23,023) 2.11- 7.88 (65,758)
-------- ------------ ----------
Balance outstanding
February 29, 1996 992,972 $ .90-$14.50 $7,483,512 90,000
======== ============ ========== =========
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:
FEBRUARY FEBRUARY FEBRUARY
29, 1996 28, 1995 28, 1994
---------- ---------- ----------
Current:
Federal $5,082,876 $2,436,377 $2,679,000
State and local 1,107,016 461,816 775,000
Deferred:
Federal 178,923 120,704 45,309
State 34,476 3,427 6,000
---------- ---------- ----------
$6,403,291 $3,022,324 $3,505,309
========== ========== ==========
Page F-13
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
10. INCOME TAXES (continued):
The components of the net deferred income tax liability, pursuant to SFAS
109, as of February 29, 1996 and February 28, 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Deferred Tax Assets:
Accounts Receivable $ 614,188 $ 364,588
Inventory 146,448 64,960
--------- -----------
Total Deferred Tax Assets 760,636 429,548
--------- -----------
Deferred Tax Liabilities:
Fixed Assets (8,136) (256,293)
Income of Interest Charge DISC (868,077) (758,464)
--------- -----------
Total Deferred Tax Liabilities (876,213) (1,014,757)
--------- ---------
Net Deferred Tax Liabilities $(115,577) $ (585,209)
========= ===========
</TABLE>
The following is a reconciliation of the maximum statutory federal tax rate to
the Company's effective tax rate:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Statutory rate 35.0% 34.0% 34.0%
State and local taxes 6.5 6.4 6.0
Other (1.0) .2 1.0
---- --- ----
Effective tax rate 40.5% 40.6% 41.0%
===== ===== =====
</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 29, 1996, 1995 and 1994 aggregated $139,950, $40,666 and $99,753,
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 the bank's prime rate until April 8, 2000. 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 29, 1996, the ESOP owned 360,810 shares at an
average price of approximately $2.52 per share. At February 29, 1996,
direct borrowings outstanding under the ESOP line of credit were $447,338.
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 29, 1996 were $90,243, $61,519 and
$46,611, respectively.
Page F-14
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
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, 2001. 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 1997 $661,443
Fiscal 1998 614,075
Fiscal 1999 571,462
Fiscal 2000 524,233
Fiscal 2001 445,924
Fiscal 2002 148,698 (i)
Rent expense was $587,079, $450,201 and $262,985 for each of the three
years in the period ending February 29, 1996.
(i) This amount includes the last base rent lease commitment of $92,448
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 29, 1996 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
$33,505,000.
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.
Page F-15
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
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 1996 and
1995 is as follows:
1996 1995
- --------------------------------------------------------------------------------
Net sales:
Electronic Component Distribution $195,929,559 $126,680,968
Industrial Contract Manufacturing 6,873,625 3,570,586
- --------------------------------------------------------------------------------
$202,803,184 $130,251,554
- --------------------------------------------------------------------------------
Operating income (loss):
Electronic Component Distribution $ 18,038,688 $ 9,614,776
Industrial Contract Manufacturing (214,920) (795,629)
- --------------------------------------------------------------------------------
$ 17,823,769 $ 8,819,147
- --------------------------------------------------------------------------------
Total assets:
Electronic Component Distribution $ 71,653,755 $ 49,879,311
Industrial Contract Manufacturing 3,805,831 2,093,295
- --------------------------------------------------------------------------------
$ 75,459,586 $ 51,972,606
- --------------------------------------------------------------------------------
Depreciation and amortization:
Electronic Component Distribution $ 920,827 $ 649,591
Industrial Contract Manufacturing 248,989 236,644
- --------------------------------------------------------------------------------
$ 1,169,816 $ 886,235
- --------------------------------------------------------------------------------
Capital expenditures (including capital leases):
Electronic Component Distribution $ 659,163 $ 874,722
Industrial Contract Manufacturing 396,395 10,016
- --------------------------------------------------------------------------------
$ 1,055,558 $ 884,738
- --------------------------------------------------------------------------------
Page F-16
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
THREE MONTH PERIOD ENDED
--------------------------------------------------
FEBRUARY NOVEMBER AUGUST MAY
29, 1996 30, 1995 31, 1995 31, 1995
----------- ----------- ----------- ------------
NET SALES $52,928,682 $55,066,644 $50,091,805 $44,716,053
----------- ----------- ----------- -----------
COST OF SALES 40,017,844 41,983,941 38,192,979 34,407,272
----------- ----------- ----------- -----------
OTHER OPERATING
EXPENSES 8,737,554 8,244,334 7,841,646 7,578,022
----------- ----------- ----------- -----------
PROVISION FOR
INCOME TAXES 1,648,131 2,004,226 1,651,272 1,099,662
----------- ----------- ----------- -----------
NET INCOME $ 2,525,153 $ 2,834,143 $ 2,405,908 $ 1,631,097
=========== =========== =========== ===========
PRIMARY EARNINGS $.29 $.34 $.30 $.21
PER SHARE ==== ==== ==== ====
WEIGHTED AVERAGE
NUMBER OF COMMON AND
COMMON EQUIVALENT
SHARES OUTSTANDING 8,874,371 8,310,144 8,009,707 7,852,309
=========== =========== =========== ===========
THREE MONTH PERIOD ENDED
--------------------------------------------------
FEBRUARY NOVEMBER AUGUST MAY
28, 1995 30, 1994 31, 1994 31, 1994
----------- ----------- ----------- ------------
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
=========== =========== =========== ===========
Page F-17
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE YEARS ENDED FEBRUARY 29, 1996
-----------------------------------
16. SUBSEQUENT EVENTS:
(a) Conversion of Subordinated Convertible Notes - On April 19, 1996,
subsequent to the balance sheet date, $1,491,003 of the notes were converted
into 165,667 shares of common stock and $7,508,997 principal amount of
subordinated convertible notes remained outstanding.
(b) Revolving Credit Agreement - On April 8, 1996, subsequent to the balance
sheet date, the Company entered into a new amended and restated unsecured
revolving line of credit, which currently provides for maximum borrowings of
$25,000,000 at the bank's prime rate through April 8, 2000.
Page F-18
<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-19
<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 29, 1996.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY:
NAME AGE POSITION
---- --- --------
Irving Lubman 57 Chief Executive Officer and
Chairman of The Board
Arthur Nadata 50 President, Treasurer and Director
Richard S. Schuster 47 Vice-President, Secretary and
Director
Paul Durando 52 Vice President - Finance and Director
Herbert M. Gardner 56 Director
Harvey R. Blau 60 Director
David Siegel 69 Director
The Company's Certificate of Incorporation provides for a Board of
Directors consisting of not less than three nor more than eleven
directors, classified into three classes as nearly equal in number as
possible, whose terms of office expire in successive years. The following
table sets forth the directors of the Company.
<TABLE>
<CAPTION>
Class I Class II Class III
<S> <C> <C>
(To Serve Until the (To Serve Until the (To Serve Until the
Annual Meeting of Annual Meeting of Annual Meeting of
Stockholders in 1997) Stockholders in 1998) Stockholders in 1996)
- ------------------------------- --------------------- ---------------------
Paul Durando Harvey Blau (1) Irving Lubman
Herbert Gardner (1) Richard S. Schuster Arthur Nadata
David Siegel (1)
</TABLE>
(1) Member of Compensation and Audit Committees
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.
Page 14
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY (Continued):
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.
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 Supreme Industries Inc. and Comtempri Homes
Inc., Inc., a director of Transmedia Network, Inc., TGC Industries Inc.,
Shelter Components Corp., Hirsch International Corp. 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 and is a
Director of Reckson Associates Realty Corp.
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.
Page 15
<PAGE>
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 29, 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation (1) Compensation
------------------------------- ------------
Name of Securities
Principal and Fiscal Underlying All Other(2)
Position Year Salary Bonus Options Compensation
- -------------------------------------------------------------------------------
Irving Lubman 1996 $226,545 $586,608 50,000 $11,412
CEO, Chairman 1995 214,022 275,709 148,650 11,673
of the Board 1994 210,878 316,649 - 10,069
Arthur Nadata 1996 $226,545 $586,608 50,000 $17,497
President and 1995 214,022 275,709 148,650 9,464
Treasurer 1994 210,878 316,649 - 10,069
Richard Schuster 1996 $226,545 $586,608 50,000 $13,053
Vice President, 1995 214,022 275,709 148,650 12,249
Secretary and 1994 210,878 316,649 - 10,069
President, NIC
Components Corp.
Paul Durando 1996 $125,000 $45,198 20,000 $ 1,250
Vice President, 1995 115,000 10,000 10,000 850
Finance 1994 105,000 10,000 7,500 850
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 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.
Page 16
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued):
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, 2001. The Contracts specify a base salary of $200,000 for each officer,
which shall be increased each year by the change in the consumer price
index, and also entitles each of the officers to an annual bonus equal to
3.33% (10% in the aggregate) of the Company's consolidated earnings before
income taxes. Benefits are also payable upon the occurrence of either a
change in control of the Company, as defined, or the termination of the
officer's employment, as defined. In the event the employee terminates his
employment within six months after a change in control of the Company, he
will receive a lump sum payment equal to three quarters of the remaining
compensation under his employment agreement. The contracts also provide for
certain payments of the executive's salaries, performance bonuses and other
benefits in the event of death or disability of the officer for the balance
of the period covered by the agreement.
The following table sets forth certain information with respect to stock
options granted to the officers named in the Summary Compensation Table
during the fiscal year ended February 29, 1996.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
% of at Assumed
Total Annual Rates
Options Exercise of Stock Price
Options Granted to Price Expiration Appreciation for
Granted(1) Employees ($ per share) Date Entire Term (2) (3)
- -----------------------------------------------------------------------------------------
5% 10%
------------------------
<S> <C> <C> <C> <C> <C>
I. Lubman 50,000 17.1% 7.38 5/18/00 $102,000 $225,500
A. Nadata 50,000 17.1% 7.38 5/18/00 102,000 225,500
R. Schuster 50,000 17.1% 7.38 5/18/00 102,000 225,500
P. Durando 10,000 3.4% 7.38 5/18/00 20,400 45,100
P. Durando 10,000 3.4% 14.50 9/22/00 40,000 88,600
</TABLE>
Page 17
<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 $9.42 per share and 10% results in a price of $11.89, per share
for Messrs. Lubman, Nadata, Schuster and Durando on the shares granted
at $7.38 and $18.51 and $23.36 respectively, for the options granted to
Mr. Durando at $14.50. 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 29, 1996 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
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY End (2) at FY End
-------------- -------------
Acquired on Value Exercisable/ Exercisable/
Exercise Realized (1) Unexercisable Unexercisable
----------- ------------ -------------- -------------
Irving Lubman - $ - 61,967 $ 668,884
161,488 1,323,157
Arthur Nadata - - 61,967 666,651
161,488 1,323,157
Richard Schuster - - 61,967 666,651
161,488 1,323,157
Paul Durando - - 6,250 57,681
31,250 190,131
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 18
<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 two
meetings of the Board of Directors during the fiscal year ended February 29,
1996. Each director attended or participated in all of the meetings of the
Board of Directors and the committees thereof on which he served.
For the fiscal year ended February 29, 1996, 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 1996, the Company had no
standing Nominating Committee or any committee performing similar functions.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consisted during fiscal 1996 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 1996 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 19
<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 1996, 10,000 options were granted to each outside director
under the Company's Outside Director Stock Option Plan. Options to purchase
50,000 shares each were granted to Messrs. Lubman, Nadata and Schuster and
options to purchase 20,000 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
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, adjusted for CPI index
increases, 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 1996, the Company granted Mr. Lubman
options to purchase 50,000 shares of Common Stock at an exercise price of
$7.38 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.
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 20
<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 1996, 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 29, 1996) 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 2/28/91 $ 100.00 $100.00 $100.00
FYE 2/29/92 $ 199.98 $110.51 $107.49
FYE 2/28/93 $ 412.07 $110.69 $152.18
FYE 2/28/94 $ 903.58 $141.04 $170.43
FYE 2/28/95 $ 763.59 $134.65 $163.44
FYE 2/29/96 $1,578.09 $185.93 $220.48
</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, Arrow Electronics Inc., Avnet Inc., Bell Industries Inc.,
Bell Microproducts 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 and 29
Page 21
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (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 332,972 shares and no 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 1996, 290,000 options
were granted under the Plan at exercise prices of $7.38 and $14.50. As of
May 17, 1996, 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 11. EXECUTIVE COMPENSATION (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 11. EXECUTIVE COMPENSATION (Continued):
Outside Director Stock Option Plan (continued):
The Compensation Committee of the Board of Directors has 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 on
the June 1 of each subsequent year each non-employee director has or 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 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 1996 Stock Option Grants:
During fiscal 1996, the Company granted options to purchase 323,000 shares
at prices ranging from $7.38 to $14.50 per share. Messrs. Lubman, Nadata
and Schuster each received options to purchase 50,000 shares at a price of
$7.38 per share. Mr. Durando received options to purchase 20,000 shares at
exercise prices ranging from $7.38 to $14.50 per share.
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 11. EXECUTIVE COMPENSATION (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 April 8, 2000. 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 29, 1996 the ESOP owned 360,810 shares at an
average price of approximately $2.52 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, 1995, 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 29, 1996 approximately 192 employees had
elected to participate in the plan. For the fiscal year ended February 29,
1996, the Company contributed approximately $90,243 to the plan, of which
$2,304 was a matching contribution for each of Mr. Lubman, Mr. Nadata and
Mr. Schuster and $1,250 for Mr. Durando.
Page 25
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth, as of May 17, 1996, 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:
NAME SHARES PERCENT
- ---------------------------------- ------------------- --------
Paul Durando 12,776 (1) (2) *
David Siegel 37,098 (3) *
Herbert M. Gardner 16,862 (4) *
Harvey R. Blau 17,075 (4) *
Irving Lubman 88,461 (5) (6) 1.0%
Arthur Nadata 347,115 (5) (6) (7) 4.0%
Richard S. Schuster 366,033 (5) (6) 4.2%
All officers and directors
as a group (7 persons) 885,420 10.3%
NOTES:
- -----
(*) Less than 1% of the Company's outstanding stock.
(1) Includes options exercisable within 60 days for 9,375 shares of common
stock under the Company's Key Employees Stock Option Plan and the 1994
Stock Option Plan.
(2) Includes 3,401 shares of fully vested common stock owned through the
Employee's Stock Ownership Plan, which include voting power.
(3) Includes options exercisable within 60 days for 16,667 shares of common
stock under the Company's Outside Director Stock Option Plan and 20,431
shares held by his wife as to which Mr. Siegel disclaims beneficial
ownership.
(4) Includes options exercisable within 60 days for 16,667 shares of common
stock under the Company's Outside Director Stock Option Plan.
(5) Includes options exercisable within 60 days for 61,825 shares of common
stock under the Company's Key Employees Stock Option Plan and the 1994
Stock Option Plan.
(6) 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.
(7) Includes 45,398 shares held by his children as to which Mr. Nadata
disclaims beneficial ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
Harvey R. Blau, a Director of the Company, is a member of Blau, Kramer,
Wactlar & Lieberman, P.C., general counsel to the Company. For the fiscal
year ended February 29, 1996, the Company paid $71,945 in legal fees to
Blau, Kramer, Wactlar & Lieberman, P.C.
Page 26
<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 29, 1996
and February 28, 1995 F-2
Consolidated Statements of Income for the three
years in the period ended February 29, 1996 F-3
Consolidated Statements of Changes in Shareholders'
Equity for the three years in the period ended
February 29, 1996 F-4
Consolidated Statements of Cash Flows for the three
years in the period ended February 29, 1996 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 (Incorporated by
Reference to 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 (Incorporated by Reference to 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
(Incorporated by Reference to 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 (Incorporated by
Reference as Exhibit 4.1 to the Company's Registration
Statement on Form S-1, Registration No. 2-89176).
Page 27
<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 (Incorporated by Reference to the Company's
Registration statement on form S-8 Registration No. 33-
20661).
10.2 Agreement between the Company and Trustees relating to the
Company's Employee Stock Ownership Plan (Incorporated by
Reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the year ended February 28, 1987)
10.3 Employment Agreements, as amended, between the Company and
Messrs. Lubman, Nadata and Schuster. (Incorporated by
Reference to Exhibit 10.7 to the Company's annual report on
Form 10-K for the year ended February 28, 1994).
10.4 Amended and restated Revolving Credit Agreement with National
Westminster Bank USA dated as of April 29, 1994 (Incorporated
by Reference to Exhibit 10 to the Company's Report on Form 8-
K dated April 29, 1994).
10.5 Asset Purchase Agreement dated April 29, 1994 between Nu
Horizons/Merit Electronics Corp., Merit Electronics, Inc. and
Robert G. Pipkin (Incorporated by Reference to Exhibit 2 to
the Company's Report on Form 8-K dated April 29, 1994).
10.6 Note Agreement dated August 15, 1994 between the Company and
Massachusetts Mutual Life Insurance Company (Incorporated by
Reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1994).
10.7 Amendment No. 1 to Amended and Restated Revolving Credit
Agreement dated as of August 24, 1994 between the Company and
National Westminster Bank USA (Incorporated by Reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended August 31, 1994).
10.8 1994 Stock Option Plan (Incorporated by Reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1994).
10.9 Outside Director Stock Option Plan (Incorporated by Reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended August 31, 1994).
10.10 Agreement dated September 22, 1995 between the Company and
Paul Durando (Incorporated by Reference to Exhibit 10.13 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1995).
Page 28
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K:
(c) Exhibits (continued):
EXHIBIT
NUMBER DESCRIPTION
----------------------------------------------------------------------
10.11 Amendment No. 2 to Amended and Restated Revolving Credit
Agreement and Tenth Amendment to Revolving Credit and Term
Loan Agreement dated as of November 29, 1995 between the
Company and National Westminster Bank, USA (Incorporated by
Reference to Exhibit 10.14 to the Company's Quarterly Report
on Form 10Q for the quarter ended November 30, 1995).
10.12 Amendment No. 3 to Amended and Restated Revolving Credit
Agreement and Eleventh Amendment to Revolving Credit and Term
Loan Agreement dated as of November 30, 1995 between the
Company and National Westminster Bank, USA (Incorporated by
Reference to Exhibit 10.15 to the Company's Quarterly Report
on Form 10Q for the quarter ended November 30, 1995).
10.13 Amendment No. 4 to Amended and Restated Revolving Credit
Agreement and Twelfth Amendment to Revolving Credit and Term
Loan Agreement dated as of April 8, 1996 between the Company
and NatWest Bank N.A. (formerly known as National Westminster
Bank, USA).
11. Statement re: Computation of Per Share Earnings (see Item 8
- Notes to Consolidated Financial Statements - Note 2i)
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
Page 29
<PAGE>
24. Accountants' Consent
--------------------
We consent to the incorporation by reference in Registration Statement
numbers 33-11032, 33-20661, 33-88952 and 33-88958 on Form S-8 of our
opinion dated May 16, 1996 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 29, 1996.
/s/ LAZAR, LEVINE & COMPANY LLP
-------------------------------
LAZAR, LEVINE & COMPANY LLP
Certified Public Accountants
New York, New York
May 24, 1996
Page 30
<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 31
<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 32
<PAGE>
SCHEDULE II
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
SCHEDULE II--VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
Three Years Ended February 29, 1996
Additions
Balance at charged to Balance at
beginning costs and end of
Description of period expenses Deductions (A) period
- ----------- --------- ------------ --------------- ------------
Valuation account
deducted in the
balance sheet from
the asset to which
it applies:
Allowance for
doubtful accounts-
accounts receivable
1996 $898,359 $635,000 $ 23,557 $1,509,802
======== ======== ======== ==========
1995 $500,463 $442,500 $ 44,604 $ 898,359
======== ======== ======== ==========
1994 $356,580 $409,000 $265,117 $ 500,463
======== ======== ======== ==========
(A) Accounts written off.
Page 33
<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 24, 1996
----------------------
Irving Lubman Chief Executive Officer
By:/s/ ARTHUR NADATA President, Treasurer and May 24, 1996
----------------------
Arthur Nadata Director
By:/s/ RICHARD SCHUSTER Vice President, Secretary May 24,1996
----------------------
Richard Schuster and Director
By:/s/ PAUL DURANDO Vice President, Finance May 24, 1996
----------------------
Paul Durando and Director
By:/s/ HERBERT M. GARDNER Director May 24, 1996
----------------------
Herbert M. Gardner
By:/s/ HARVEY R. BLAU Director May 24, 1996
----------------------
Harvey R. Blau
By:/s/ DAVID SIEGEL Director May 24, 1996
----------------------
David Siegel
Page 34
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
EXHIBIT INDEX
to
FORM 10-K
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996
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
----------------------------------------------------------------------
10.13 Amendment No. 4 to Amended and Restated Revolving
Credit Agreement and Twelfth Amendment to Revolving
Credit and Term Loan Agreement dated as of
April 8, 1996 between the Company, its subsidiaries
and NatWest Bank, N.A.
11 Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE>
EXHIBIT 10.13
FOURTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
-----------------------------------
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of April
8, 1996, by and among NU HORIZONS ELECTRONICS CORP., a Delaware corporation, NIC
COMPONENTS CORP. and NU HORIZONS INTERNATIONAL CORP., each a New York
corporation, NU VISIONS MANUFACTURING, INC., a Massachusetts corporation, and NU
HORIZONS/MERIT ELECTRONICS CORP., a Delaware corporation, having their
respective principal offices at 6000 New Horizons Boulevard, North Amityville,
New York (collectively, the "Borrowers") and NATWEST BANK, N.A., formerly known
as National Westminster Bank USA, a national banking association, having offices
at 100 Jericho Quadrangle, Jericho, New York (the "Bank").
RECITALS
The Borrowers and the Bank entered into an Amended and Restated Loan
Agreement dated as of April 29, 1994 as amended by a First Amendment dated as of
August 24, 1994, a Second Amendment dated as of November 29, 1995 and a Third
Amendment dated as of January 10, 1996 (collectively, the "Loan Agreement"),
under which certain financial accommodations were made available by the Bank to
the Borrowers. Unless otherwise expressly provided herein, all capitalized
terms used in this Fourth Amendment to Amended and Restated Loan Agreement shall
have the respective meanings ascribed to such terms in the Loan Agreement.
The Borrowers have requested that the Bank modify certain of the terms set
forth in the Loan Agreement and the Bank is willing to comply with such request
but only upon and subject to the following terms and conditions.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises exchanged herein, the parties hereto mutually agree as follows:
1. The Amended and Restated Loan Agreement is hereby amended by the
Borrowers and the Bank as follows:
(a) Section 1.1 is hereby amended to add new definitions to read as
follows:
"`Agreed Rate' shall mean a rate of interest agreed to by the Borrowers and
-----------
the Bank not more than three (3) Business Days prior to the first date of the
Interest Period therefor.
<PAGE>
`Agreed Rate Loans' shall mean Revolving Credit Loans hereunder that bear
-----------------
interest for the Interest Period applicable thereto at an Agreed Rate.
`Fixed Rate Loan' shall mean any LIBOR Rate Loan or Agreed Rate Loan.
---------------
`Fixed Rate Loans' shall mean collectively LIBOR Rate Loans and Agreed Rate
----------------
Loans.
`Senior Liabilities' shall mean the Borrowers' total consolidated
------------------
liabilities less Subordinated Indebtedness."
Section 1.1 is also amended by deleting the definitions of Interest Period,
Margin, New Headquarters Premises and Termination Date and substituting the
following therefor:
"`Interest Period' shall mean with respect to any Fixed Rate Loan, the
----------------
period commencing on the date such loan is made and ending, as a Borrower may
select, pursuant to Section 2.5 hereof on the numerically corresponding day in
the (i) with respect to LIBOR Rate Loans, first, second, third or sixth calendar
month thereafter and (ii) with respect to Agreed Rate Loans, first calendar
month thereafter, except that each such Interest Period that commences on the
last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
provided that: (a) no Interest Period may extend beyond the Termination Date;
and (b) if an Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended to the next Business Day unless such
Business Day would fall in the next calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day.
`Margin' means if the Borrowers' consolidated ratio of Senior Liabilities
------
to Capital Funds, as reflected in the financial statements delivered pursuant to
Section 5.1 hereof, is (i) less than .50, 1.15% per annum; (ii) equal to or more
than .5 but less than .80, 1.35% per annum; and (iii) equal to or more than .80
but less than .90, 1.50% per annum, provided, however, if the Borrowers fail to
provide the relevant financial statements by the beginning of the corresponding
Margin periods set forth in Section 2.8 hereof, the Margin shall be deemed to be
1.50% per annum until the delivery of the relevant financial statements.
-2-
<PAGE>
`New Headquarters Premises' shall mean certain land located in Nassau
-------------------------
County or Suffolk County, New York and the new corporate headquarters building
located on or which the Company intends to construct on such land.
`Termination Date' shall mean April 8, 2000 or, if such date is not a
----------------
Business Day, the Business Day next succeeding such date."
(b) Section 2.1(a) is hereby deleted and the following is substituted
therefor:
"Subject to the terms and conditions hereof, the Bank agrees to make
Revolving Credit Loans to each of the Borrowers and to issue Letters of Credit
and to provide steamship guarantees and airway releases and to create Bankers
Acceptances for the account of each of the Borrowers from time to time during
the Commitment Period of which the aggregate principal amount of Revolving
Credit Loans, Letters of Credit, Bankers Acceptances, steamship guarantees and
airway releases at any one time outstanding as to the Borrowers collectively
shall not exceed $25,000,000 as such amount may be reduced as provided in
Section 2.12 hereof (the "Commitment"). During the Commitment Period each of the
Borrowers may use the Commitment (i) for obtaining Revolving Credit Loans by
borrowing, paying, prepaying in whole or in part and reborrowing on a revolving
basis, all in accordance with the terms and conditions hereof and (ii) for
obtaining the issuance of Letters of Credit, the creation of Bankers Acceptances
and the providing of steamship guarantees and airway releases in accordance with
the provisions of Section 2.2 hereof."
(c) Section 2.4 is hereby deleted and the following is substituted
therefor:
"2.4 Interest. Interest on each Revolving Credit Loan shall be at a
--------
per annum rate to be elected by each Borrower, in accordance with Section 2.5
hereof, and shall be one of the following:
(a) a fluctuating rate equal to the Prime Rate, which
interest rate shall change when and as the Prime Rate changes;
(b) subject to the availability of funds, the Reserve
Adjusted LIBOR Rate for Interest Periods selected by each Borrower plus the
applicable Margin; or
-3-
<PAGE>
(c) subject to the availability of funds, the Agreed Rate.
Interest on each Revolving Credit Loan shall be payable monthly in arrears on
the first day of each month, commencing on the first such day to occur after the
pertinent loan is made, upon payment in full thereof and, with respect to Fixed
Rate Loans, interest shall also be payable on the last day of each Interest
Period applicable thereto. Whenever the unpaid principal balance of any
Revolving Credit Loan shall become due and payable (whether at the stated
maturity thereof, by acceleration or otherwise) interest shall thereafter be
payable on demand at a rate per annum (computed daily) equal to 2% percent above
the Prime Rate for Prime Rate Loans and the greater of 2% percent above the
Prime Rate or 2% percent above the rate in effect at such maturity for Fixed
Rate Loans; provided, however, that no interest payable hereunder shall be in
excess of the rate permitted by applicable law. Interest on each Revolving
Credit Loan shall be calculated on the basis of a year of 360 days for the
actual number of days elapsed."
(d) Section 2.5 is hereby deleted and the following is substituted
therefor:
"2.5 Procedure for Revolving Credit Borrowing. Each Borrower may borrow
----------------------------------------
under the Commitment during the Commitment Period on any Business Day by giving
the Bank notice of a request for a Revolving Credit Loan hereunder setting forth
the amount of the Revolving Credit Loan requested, which shall be in a minimum
amount of $100,000 in the case of a Fixed Rate Loan or $25,000 in the case of a
Prime Rate Loan, the date thereof and whether it is to be a LIBOR Rate Loan, a
Prime Rate Loan or an Agreed Rate Loan. Requests for LIBOR Rate Loans shall be
received by the Bank not later than 11:00 a.m. (New York City time) three (3)
Business Days prior to the first day of the Interest Period for each such
Revolving Credit Loan. Requests for Prime Rate Loans and Agreed Rate Loans may
be made up to 1:00 p.m. (New York City time) on the date each such Revolving
Credit Loan is to be made. Any request for a Revolving Credit Loan may be
written or oral, but if oral, it shall be confirmed in writing sent by a
Borrower to the Bank within two (2) Business Days thereafter."
(e) Section 2.6 is hereby deleted and the following is substituted
therefor:
"2.6 Conversion and Renewals. Each of the Borrowers may elect from time
-----------------------
to time to convert all or
-4-
<PAGE>
a part of one type of Revolving Credit Loan into
another type of Revolving Credit Loan or to renew all or part of a Revolving
Credit Loan by giving the Bank notice at least one (1) Business Day before the
conversion into a Prime Rate Loan and at least three (3) Business Days before
the conversion into or renewal of a Fixed Rate Loan, specifying: (1) the
renewal or conversion date; (2) the amount of the Revolving Credit Loan to be
converted or renewed; (3) in the case of conversions, the type of Revolving
Credit Loan to be converted into; and (4) in the case of renewals of or a
conversion into LIBOR Rate Loans, the duration of the Interest Period applicable
thereto; provided that (a) the minimum principal amount of each Revolving Credit
Loan outstanding after a renewal or conversion to a Fixed Rate Loan shall be
$100,000 or to a Prime Rate Loan shall be $25,000; and (b) Fixed Rate Loans can
be converted only on the last day of the Interest Period of such Loan. All
notices given under this Section 2.6 shall be irrevocable and shall be given not
later than 11:00 a.m. (New York City time) on the day which is not less than the
number of Business Days specified above for such notice. Any request for a
conversion or a renewal under this Section 2.6 may be written or oral, but if
oral, it shall be confirmed in writing sent by a Borrower to the Bank within two
(2) Business Days thereafter. If any Borrower shall fail to give the Bank the
notice as specified above for the renewal or conversion of a Fixed Rate Loan
prior to the end of the Interest Period with respect thereto, such Fixed Rate
Loan shall automatically be converted into a Prime Rate Loan on the last day of
the Interest Period for such Revolving Credit Loan. Notwithstanding anything to
the contrary contained above, if an Event of Default shall have occurred and be
continuing, no Fixed Rate Loan may be continued into a subsequent Interest
Period and no Prime Rate Loan may be converted into a Fixed Rate Loan."
(f) Section 2.9 is hereby deleted and the following is substituted
therefor:
"2.9 Commitment Fee. As additional compensation for the Revolving Credit
--------------
Commitment, the Borrowers agree to pay the Bank a commitment fee on the average
daily unused portion of the Revolving Credit Commitment for the Commitment
Period at the rate of, if the Borrower's consolidated ratio of liabilities to
Capital Funds, as reflected in the financial statements delivered pursuant to
Section 5.1 hereof, is (i) less than .80, .15 percent per annum and (ii) .80 or
greater, .25 percent per annum. Any fee payable under this Section 2.9 which is
not paid when due shall bear interest at a rate per annum equal to
-5-
<PAGE>
2% above the Prime Rate until paid, payable on demand. Such fee shall be
computed on the basis of a 360 day year for the actual days elapsed and shall be
payable monthly on the first day of each month during the Commitment Period and
on the Termination Date. The "unused portion of the Revolving Credit Commitment"
means, at any time, the Revolving Credit Commitment less the sum of (a) the
unpaid principal balance of all Revolving Credit Loans, (b) Letters of Credit,
(c) Bankers Acceptances, (d) steamship guarantees or (e) airway releases, then
outstanding."
(g) Section 2.10 is hereby deleted and the following is substituted
therefor:
"2.10 Requirements of Law. If any change in conditions or applicable
-------------------
law, regulation or interpretation thereof (including any request, guideline or
policy not having the force of law) by any authority charged with the
administration or interpretation thereof occurs which:
(a) subjects the Bank to any tax with respect to a Fixed Rate
Loan, or
(b) changes the basis of taxation of payments to the Bank of
principal and/or interest and/or other fees and amounts payable hereunder, or
(c) imposes, modifies or deems applicable any reserve or deposit
requirements against any assets held by, deposits with or for the account of, or
loans or commitments by, an office of the Bank, or
(d) imposes upon the Bank any other condition with respect to a
Fixed Rate Loan and the Bank determines that the result of any of the foregoing
is to increase the cost to the Bank of making or maintaining a Fixed Rate Loan,
or to reduce the amount of any payment (whether of principal, interest or
otherwise) receivable by the Bank pursuant to the Revolving Credit Note or to
require the Bank to make any payment on or calculated by reference to the gross
amount of any sum received by it pursuant to the Revolving Credit Note, then the
Bank shall promptly give notice to the Borrower of such event and determination
and in any such case the Borrowers shall pay to the Bank, on demand, from time
to time as specified by the Bank, such additional amount or amounts as will
compensate and indemnify the Bank for such additional cost, reduction or
payment. A certificate of the Bank as to the additional amounts payable pursuant
to this Section 2.10 delivered to the Borrower, shall be
-6-
<PAGE>
final, conclusive and binding on the Borrowers absent manifest error or bad
faith. The protection of this Section shall be available to the Bank regardless
of any possible contention of invalidity or inapplicability of the law,
regulation or condition which has been imposed. The Bank shall furnish the
Borrowers with a statement of the amount of any such loss or expense, and such
statement by the Bank shall be final, conclusive and binding on the Borrowers in
the absence of manifest error."
(h) Section 2.12 is hereby deleted and the following is substituted
therefor:
"2.12 Termination or Reduction of Commitment. Subject to the
--------------------------------------
indemnity agreement with respect to Fixed Rate Loans set forth in Section 2.15
hereof, the Borrowers shall have the right, upon not less than three (3)
Business Days' irrevocable notice, to terminate the Commitment or, from time to
time, to reduce the amount of the Commitment, provided that (a) any such
reduction (i) shall be in the minimum amount of $1,000,000 or a multiple
thereof, (ii) shall reduce permanently the amount of the Commitment then in
effect, and (iii) shall be accompanied by prepayment of the Revolving Credit
Loans outstanding, together with accrued interest on the amount so prepaid to
the dates of each such prepayment, to the extent, if any, that the Revolving
Credit Loans then outstanding exceed the amount of the Commitment as then
reduced, and (b) any such termination of the Commitment shall be accompanied by
prepayment in full of the Revolving Credit Loans outstanding, together with
accrued interest thereon to the date of prepayment, and the payment of any
unpaid commitment fee then accrued hereunder."
(i) Section 2.13 is hereby deleted and the following is substituted
therefor:
"2.13 Prepayment. Subject to the indemnity agreement with respect to
----------
Fixed Rate Loans set forth in Section 2.15 hereof, the Borrowers may prepay any
Revolving Credit Loan in whole or in part without premium or penalty together
with interest accrued on the amount prepaid to the date of prepayment.
Prepayments of Revolving Credit Loans may be reborrowed on a revolving basis as
aforesaid."
(j) Section 2.14(a) is hereby deleted and the following is substituted
therefor:
-7-
<PAGE>
"(a) All payments (including prepayments) to be made by the Borrowers on
account of principal, interest and fees shall be made without setoff or
counterclaim and shall be made to the Bank on the date of payment at the office
of the Bank set forth in Section 10.12 hereof or at such other place as the Bank
may from time to time designate in writing on or before 11:00 a.m. (New York
City time), in each case in lawful money of the United States of America and in
immediately available funds. If any payment hereunder (other than payments on
Fixed Rate Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Fixed Rate Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month in which
event such payment shall be made on the immediately preceding Business Day."
(k) Section 2.15 is hereby deleted and the following is substituted
therefor:
"2.15 Indemnity and Yield Protection. The Borrowers hereby agree to
------------------------------
indemnify the Bank against any loss or expense which the Bank may sustain or
incur as a consequence of the following:
(a) the failure of any Borrower to borrow a Fixed Rate Loan after agreement
shall have been reached on the amount, interest rate and Interest Period
thereof;
(b) the receipt or recovery by the Bank, whether by voluntary prepayment,
acceleration or otherwise, of all or any part of a Fixed Rate Loan prior to the
last day of an Interest Period applicable thereto; or
(c) the conversion, prior to the last day of an applicable Interest Period,
of a Fixed Rate Loan into another type of Revolving Credit Loan.
Without limiting the effect of the foregoing, the amount to be paid by the
Borrowers to the Bank in order to so indemnify the Bank for any loss occasioned
by any of the events described in the preceding paragraph, and
as liquidated damages therefor, shall be equal to the excess, discounted to its
present value as of the date paid to the Bank, of (i) the amount of interest
which otherwise would have accrued on the principal amount so
-8-
<PAGE>
received, recovered, converted or not borrowed during the period (the "Indemnity
Period") commencing on the date of such receipt, recovery, conversion, or
failure to borrow to the day of the applicable Interest Period for such Fixed
Rate Loan at the rate of interest applicable to such Loan (or the rate of
interest agreed to in the case of a failure to borrow) provided for herein
(prior to default) over (ii) the amount of interest which would be earned by the
Bank during the Indemnity Period if it invested the principal amount so
received, recovered, converted or not borrowed at the rate per annum determined
by the Bank as the rate it would bid in the London interbank market for a
deposit of eurodollars in an amount approximately equal to such principal amount
for a period of time comparable to the Indemnity Period.
A certificate as to any additional amounts payable pursuant to this Section
2.15 setting forth the basis and method of determining such amounts shall be
conclusive, absent manifest error, as to the determination by the Bank set forth
therein if made reasonably and in good faith. The Borrowers shall pay any
amounts so certified to it by the Bank within ten (10) days of receipt of any
such certificate. For purposes of this Section 2.15, all references to the
"Bank" shall be deemed to include any participant in the Revolving Credit
Commitment and/or Revolving Credit Loans.
The indemnities set forth herein shall survive payment in full of all Fixed
Rate Loans and all other Revolving Credit Loans made pursuant to this
Agreement."
(l) Section 2.16 is hereby deleted and the following is substituted
therefor:
"2.16 Use of Proceeds. The proceeds of the Revolving Credit Loans may be
---------------
used by the Borrowers for general corporate purposes provided that solely
through February 28, 1997 up to an aggregate amount of $6,000,000 may be used to
purchase the New Headquarters Premises provided, further, that no portion of the
proceeds of any Revolving Credit Loan shall be used by any Borrower in any
manner which might cause the borrowing or the application of such proceeds to
violate Regulation G, Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System."
(m) Section 3.2 is hereby amended by deleting "November 30, 1993" appearing
therein and substituting "November 30, 1996" therefor.
-9-
<PAGE>
(n) Section 6.1 is hereby deleted and the following is substituted
therefor:
"6.1 Quick Ratio. Maintain at all times a ratio of consolidated current
-----------
assets composed of cash on hand or on deposit in banks and Eligible Investment
Securities plus Eligible Accounts Receivable to consolidated current liabilities
of at least (i) .85 to 1.0 from April 8, 1996 through February 28, 1998 and (ii)
.95 to 1.0 from March 1, 1998 and at all times thereafter. Solely for purposes
of calculating compliance with this Section, up to an aggregate of $6,000,000 of
Revolving Credit Loans, the proceeds of which are used for the purchase of the
New Headquarters Premises, shall be excluded from current liabilities until May
31, 1997."
(o) Section 6.2 is hereby deleted and "[Reserved]" is substituted therefor.
(p) Section 6.3 is hereby deleted and the following is substituted
therefor:
"6.3 Capital Funds; Senior Liabilities to Capital Funds Ratio. Maintain
--------------------------------------------------------
at all times (i) as at the end of each fiscal quarter of each of the periods
designated in the table set forth below Capital Funds in an amount not less than
that set forth opposite each such period and (ii) as at the end of each fiscal
quarter of each fiscal year a ratio of total consolidated Senior Liabilities to
Capital Funds of not more than .90 to 1.0.
Period Minimum Amount
------ --------------
3/1/96 - 2/28/97 $38,000,000 plus the product of .60 times the
Consolidated Net Income for the fiscal year ending
2/28/96 (the "`96 Base Amount")
3/1/97 - 2/28/98 `96 Base Amount plus the product of .75 times the
Consolidated Net Income for the fiscal year ended
2/28/97 (the "`97 Base Amount")
3/1/98 - 2/28/99 `97 Base Amount plus the product of .75 times the
Consolidated Net Income for the fiscal year ended
2/28/98 (the "`98 Base Amount")
-10-
<PAGE>
3/1/99 and thereafter `98 Base Amount plus the product of .75 times the
Consolidated Net Income for the fiscal year ended
2/28/99"
(q) Section 7.7 is hereby deleted and the following is substituted
therefor:
"7.7 Capital Expenditures. Expend in any fiscal year in the aggregate for
--------------------
the Borrowers and all Subsidiaries an amount in excess of the greater of
$1,750,000 or 25% of the aggregate of the prior fiscal year's net income plus
depreciation for the acquisition of fixed assets (inclusive of rental payments
under capitalized leases) provided; however, for the fiscal year ending February
28, 1997, such amount may be increased by up to $6,000,000 for the expenditures
related to the purchase of the New Headquarters Premises. The foregoing
expenditures made within the limitations of this Section 7.7 shall be inclusive
of payments made on account of any deferred purchase price or on account of any
purchase money indebtedness incurred to finance any such purchase price.
(r) Exhibit A is hereby amended to conform to the amendment hereinabove
set forth in paragraph 1(b) and, as amended, is set forth in its entirety in an
attachment annexed hereto and make a part hereof.
2. It is expressly understood and agreed that all collateral security for
the Revolving Credit Loans and other extensions of credit set forth in the
Amended and Restated Loan Agreement prior to the amendment provided for herein
is and shall continue to be collateral security for the Revolving Credit Loans
and other extensions of credit provided in the Amended and Restated Loan
Agreement as herein amended. Without limiting the generality of the foregoing,
the Borrowers hereby absolutely and unconditionally confirm that (i) each
document and instrument executed by the Borrowers pursuant to the Amended and
Restated Loan Agreement continues in full force and effect, is ratified and
confirmed and is and shall continue to be applicable to the Amended and Restated
Loan Agreement (as herein amended), and (ii) the Amended and Restated Note is
hereby ratified and confirmed and shall remain in full force and effect in
accordance with its terms. The terms "Revolving Credit Note" and "Note" shall
include any Amended and Restated Revolving Credit Note.
3. In order to induce the Bank to enter into this Fourth Amendment to
Amended and Restated Loan Agreement, the Borrowers represent and warrant to the
Bank that each of their representations and warranties made in the Amended and
Restated
-11-
<PAGE>
Loan Agreement is true and correct as of the date hereof except as
otherwise set forth in writing(s) to which the Bank is a party.
4. No modification or waiver of any provisions of the Amended and Restated
Loan Agreement or any other agreement or instrument made or issued pursuant
thereto or contemplated thereby, nor consent to any departure by the Borrowers
therefrom shall, in any event, be effective unless made in writing and signed by
the Bank and the Borrowers, and then any such modification or waiver shall be
effective only in the specific instance and for the purpose for which given
unless otherwise specified therein. No notice to, or demand on, the Borrowers
in any case shall, of itself, entitle them to any further notice or demand in
similar or other circumstances.
5. The Borrowers agree to pay on demand, and the Bank may charge any
deposit or loan accounts(s) of the Borrowers, for all expenses incurred by the
Bank in connection with the negotiation, preparation and administration
(including any future waiver or modification and legal counsel as to the rights
and duties of the Bank) of this Fourth Amendment to Amended and Restated Loan
Agreement.
6. The amendments set forth herein are limited precisely as written and
shall not be deemed to (a) be a consent to or waiver of any other term or
condition of the Amended and Restated Loan Agreement or of any of the documents
referred to therein or (b) prejudice any right or rights which the Bank may now
have or may have in the future under or in connection with the Amended and
Restated Loan Agreement or any of the documents referred to therein.
7. This Fourth Amendment to Amended and Restated Loan Agreement is dated
for convenience as of April 8, 1996 and shall be effective on the delivery of an
executed counterpart hereof to the Borrowers. This Fourth Amendment to Amended
and Restated Loan Agreement may be executed in counterparts, each of which shall
constitute an original, and each of which taken together shall constitute one
and the same agreement.
-12-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
Amended and Restated Loan Agreement to be duly executed and delivered by their
duly authorized officers, all as of the day and year first above written.
NU HORIZONS ELECTRONICS CORP. NIC COMPONENTS CORP.
By:/s/ Paul Durando By:/s/ Paul Durando
---------------- ----------------
Paul Durando Paul Durando
Vice President-Finance Vice President-Finance
NU HORIZONS INTERNATIONAL CORP. NU VISIONS MANUFACTURING, INC.
By:/s/ Paul Durando By:/s/ Paul Durando
---------------- ----------------
Paul Durando Paul Durando
Vice President-Finance Vice President-Finance
NU HORIZONS/ NATWEST BANK N.A.
MERIT ELECTRONICS CORP. formerly known as
National Westminster Bank USA
By:/s/ Paul Durando By:/s/ Jeffrey B. Carstens
---------------- -----------------------
Paul Durando Jeffrey B. Carstens
Vice President-Finance Vice President
-13-
<PAGE>
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS ELECTRONICS CORP., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporation.
/s/ Dianne J. Judd
---------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NIC COMPONENTS CORP., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
/s/ Dianne J. Judd
---------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS INTERNATIONAL CORP., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
---------------------
Notary Public
-14-
<PAGE>
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU VISIONS MANUFACTURING, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
---------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS/MERIT ELECTRONICS CORP., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
---------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came JEFFREY B.
CARSTENS, to me known, who, being by me duly sworn, did depose and say that he
resides at c/o 100 Jericho Quadrangle, Jericho, New York; that he is a Vice
President of NATWEST BANK N.A., the banking institution described in and which
executed the foregoing instrument; and that he signed his name thereto by
authority of such banking institution.
/s/ Dianne J. Judd
---------------------
Notary Public
-15-
<PAGE>
TWELFTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
-----------------------
TWELFTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of
April 8, 1996, by and between NU HORIZONS ELECTRONICS CORP., a Delaware
corporation having its executive offices at 6000 New Horizons Boulevard, North
Amityville, New York (the "Company") and NATWEST BANK, N.A. formerly known as
National Westminster Bank USA, a national banking association, having offices at
100 Jericho Quadrangle, Jericho, New York (the "Bank").
RECITALS
--------
The Company and the Bank entered into a Revolving Credit and Term Loan
Agreement dated as of May 26, 1988 (as amended by the First Amendment dated as
of March 19, 1990, the Second Amendment dated as of February 28, 1991, the Third
Amendment dated as of April 1, 1992, the Fourth Amendment dated as of April 8,
1992, a Fifth Amendment dated as of August 1, 1992, a Sixth Amendment dated as
of October 1, 1992, a Seventh Amendment dated as of May 20, 1993, an Eighth
Amendment dated as of January 14, 1994, a Ninth Amendment dated as of April 29,
1994, a Tenth Amendment dated as of November 29, 1995 and an Eleventh Amendment
dated as of January 10, 1996 and as may be further amended, the "Loan
Agreement"), pursuant to which certain financial accommodations were made
available by the Bank to the Company. Unless otherwise expressly provided
herein, all capitalized terms used in this Twelfth Amendment shall have the
respective meanings ascribed to such terms in the Loan Agreement.
The Company has requested that the Bank modify certain of the terms set
forth in the Loan Agreement and the Bank is willing to comply with such request
but only upon and subject to the following terms and conditions.
NOW THEREFORE, in consideration of the premises and mutual covenants and
promises exchanged herein, the parties hereto mutually agree as follows:
1. The Loan Agreement is hereby amended by the Company and the Bank as
follows:
(a) Section 1.1 is hereby amended to add new definitions to read as
follows:
"`Tenth Conversion Date' shall mean February 28, 1998.
---------------------
`Eleventh Conversion Date' shall mean February 28, 1999.
------------------------
<PAGE>
`Twelfth Conversion Date' shall mean February 29, 2000.
-----------------------
`Senior Liabilities' shall mean the Borrowers' and the Guarantors' total
------------------
consolidated liabilities less Subordinated Indebtedness."
Section 1.1 is also amended by deleting the definitions of Conversion Dates and
New Headquarters Premises and substituting the following therefor:
"`Conversion Dates' shall mean collectively the First Conversion Date, the
----------------
Second Conversion Date, the Third Conversion Date, the Fourth Conversion Date,
the Fifth Conversion Date, the Sixth Conversion Date, the Seventh Conversion
Date, the Eighth Conversion Date, the Ninth Conversion Date, the Tenth
Conversion Date, the Eleventh Conversion Date and the Twelfth Conversion Date.
`New Headquarters Premises' shall mean certain land located in Nassau or
-------------------------
Suffolk County, New York and the new corporate headquarters building located on
or which the Company intends to construct on such land."
(b) The first portion of Section 2.1 is hereby amended
to read as follows (in pertinent part):
"2.1 Revolving Credit Loan: Subject to the terms and conditions of this
---------------------
Agreement, and in reliance upon the representations and warranties hereinafter
set forth, the Bank agrees to lend to the Company, prior to February 29, 2000
(the "Twelfth Conversion Date"), such amounts as the Company may request from
time to time, which amounts may be borrowed, repaid and reborrowed
(individually, a "Revolving Credit Loan" and collectively the "Revolving Credit
Loans");...."
(c) The second sentence of Section 2.2 is hereby amended to read as
follows:
"Such note shall be dated the date hereof, and be in the amount of the lesser of
One Million Ninety-Four Thousand One Hundred Twelve and 30/100 ($1,094,112.30)
Dollars or the amount advanced hereunder as the Revolving Credit Loans and shall
mature on February 29, 2000, at which time said entire principal balance shall
be due and payable."
(d) Section 2.3 (b) (i) is hereby amended to read as follows:
-2-
<PAGE>
"(i) on February 28, 1989 (the "First Conversion Date"), February 28, 1990
(the "Second Conversion Date"), February 28, 1991 (the "Third Conversion Date"),
February 29, 1992 (the "Fourth Conversion Date"), February 28, 1993 (the "Fifth
Conversion Date"), February 28, 1994 (the "Sixth Conversion Date"), February 28,
1995 (the "Seventh Conversion Date"), February 29, 1996 (the "Eighth Conversion
Date"), February 28, 1997 (the "Ninth Conversion Date"), February 28, 1998 (the
"Tenth Conversion Date") and February 28, 1999 (the "Eleventh Conversion Date")
the outstanding principal of the Revolving Credit Note together with accrued
interest on such dates shall be prepaid, and ...."
(e) Section 2.6 is hereby amended to read as follows:
"2.6 Reduction of the Commitment: The Commitment shall be reduced by the
---------------------------
principal amounts outstanding under the Revolving Credit Note on the First
Conversion Date, the Second Conversion Date, the Third Conversion Date, the
Fourth Conversion Date, the Fifth Conversion Date, the Sixth Conversion Date,
the Seventh Conversion Date, the Eighth Conversion Date, the Ninth Conversion
Date, the Tenth Conversion Date and the Eleventh Conversion Date and such
amounts shall not be reinstated."
(f) Section 2.9 is hereby amended by the addition of
the following at the conclusion thereof:
"The Term Loan made on the Twelfth Conversion Date shall be payable in forty-
eight (48) monthly installments commencing on the 31st day of March, 2000 and on
the last day of each month thereafter to and including February 29, 2004, when
any unpaid balance together with accrued interest shall be due and payable."
(g) Section 3.1 is hereby amended by deleting "November 30, 1987" appearing
therein and substituting "November 30, 1995" therefor.
(h) Section 5.10(b) is hereby deleted and the following is substituted
therefor:
"(b) Capital Funds; Senior Liabilities to Capital Funds. Maintain at all
--------------------------------------------------
times (y) as at the end of each fiscal quarter of each of the periods designated
in the table set forth below Capital Funds in an amount not less than that set
forth opposite each such period and (z) as at the end of each fiscal quarter of
each fiscal year a ratio of total consolidated
Senior Liabilities to Capital Funds of not more than .90 to 1.0.
-3-
<PAGE>
Period Minimum Amount
------ --------------
3/1/96 - 2/28/97 $38,000,000 plus the product of .60 times the
Consolidated Net Income for the fiscal year ending
2/28/96 (the "`96 Base Amount")
3/1/97 - 2/28/98 `96 Base Amount plus the product of .75 times the
Consolidated Net Income for the fiscal year ended
2/28/97 (the "`97 Base Amount")
3/1/98 - 2/28/99 `97 Base Amount plus the product of .75 times the
Consolidated Net Income for the fiscal year ended
2/28/98 (the "`98 Base Amount")
3/1/99 and there- `98 Base Amount plus the product of .75 times the
after Consolidated Net Income for the fiscal year ended
2/28/99"
(i) Section 5.10(c) is hereby deleted and the following is substituted
therefor:
"(b) Quick Ratio. Maintain at all times a ratio of consolidated current
-----------
assets composed of cash on hand or on deposit in banks and marketable Eligible
Investment Securities plus Eligible Accounts Receivable to consolidated current
liabilities of at least (i) .85 to 1.0 from , April 8, 1996 through February 28,
1998 and (ii) .95 to 1.0 from March 1, 1998 and at all times thereafter. Solely
for purposes of calculating compliance with this Section, up to an aggregate of
$6,000,000 of revolving credit loans to the Company under the Amended Restated
Credit Agreement among the Company, certain other entities and the Bank dated as
of April 29, 1994, the proceeds of which are used for the purchase of the New
Headquarters Premises, shall be excluded from current liabilities until May 31,
1997."
(j) Section 5.10 (f) is hereby deleted and "[Reserved]" is substituted
therefor.
(k) Section 6.16 is hereby deleted and the following is substituted
therefor:
"6.16 Capital Expenditures. Expend in any fiscal year in the aggregate
--------------------
for the Company and its Subsidiaries an amount in excess of the greater of
$1,750,000 or 25% of the aggregate of the prior fiscal
-4-
<PAGE>
year's net income plus
depreciation for the acquisition of fixed assets (inclusive of rental payments
under capitalized leases) provided; however, for the fiscal year ending February
28, 1997, such amount may be increased by up to $6,000,000 for the expenditures
related to the purchase of the New Headquarters Premises. The foregoing
expenditures made within the limitations of this Section shall be inclusive of
payments made on account of any deferred purchase price or on account of any
purchase money indebtedness incurred to finance any such purchase price."
(l) Exhibit A is hereby amended to conform to the amendment hereinabove
set forth in paragraph 1(c) and, as amended, is set forth in its entirety in an
attachment annexed hereto and make a part hereof. The Company acknowledges and
agrees that an Event of Taxability has occurred and agrees to pay interest at
the Taxable Rate in accordance with the provisions of the Loan Agreement.
2. It is expressly understood and agreed that all collateral security for
the Loans and other extensions of credit set forth in the Loan Agreement prior
to the amendments provided for herein is and shall continue to be collateral
security for the Loans and other extensions of credit provided in the Loan
Agreement as herein amended. Without limiting the generality of the foregoing,
the Company hereby absolutely and unconditionally confirms that (i) each
document and instrument executed by the Company pursuant to the Loan Agreement
continues in full force and effect, is ratified and confirmed and is and shall
continue to be applicable to the Loan Agreement (as herein amended) and (ii) the
Notes are hereby ratified and confirmed and shall remain in full force and
effect in accordance with their respective terms. Nonetheless, at the request of
the Bank, the Company shall promptly execute and deliver replacement notes to
evidence all indebtedness outstanding under the Loan Agreement as hereby
amended. The term "Notes" shall include any such replacement notes.
3. In order to induce the Bank to enter into this Twelfth Amendment to
Loan Agreement, the Company represents and warrants to the Bank that each of its
representations and warranties made in the Loan Agreement is true and correct as
of the date hereof except as otherwise set forth in writing(s) to which the Bank
is a party. Notwithstanding the foregoing, to the extent that the
representations and warranties contained in the Loan Agreement and in that
certain amended and restated loan agreement dated as of April 29, 1994 among the
Company, certain related corporations and
the Bank (as previously amended and as may be amended from time to time, the
"Restated Loan Agreement") differ, the representations and warranties contained
in the Restated Loan Agreement shall control.
-5-
<PAGE>
4. No modifications or waiver or any provisions of the Loan Agreement or
any other agreement or instrument made or issued pursuant thereto or
contemplated thereby, nor consent to any departure by the Company therefore
shall, in any event, be effective unless made in writing and signed by the Bank
and the Company, and then any such modification or waiver shall be effective
only in the specific instance and for the purpose for which given unless
otherwise specified therein. No notice to, or demand on, the Company in any
case shall, of itself, entitle it to any further notice or demand in similar or
other circumstances.
5. The Company agrees to pay on demand, and the Bank may charge any
deposit or loan account(s) of the Company, for all expenses incurred by the Bank
in connection with the negotiation, preparation and administration (including
any future waiver or modification and legal counsel as to the rights and duties
of the Bank) of this Twelfth Amendment to Loan Agreement.
6. This amendment is limited precisely as written and shall not be deemed
to (a) be a consent or waiver of any other term or condition of the Loan
Agreement or of any of the documents referred to therein or (b) prejudice any
right or rights which the Bank may now have or may have in the future under or
in connection with the Loan Agreement or any of the documents referred to
therein.
7. This Twelfth Amendment to Loan Agreement is dated for convenience of as
April 8, 1996 and shall be effective on the delivery of an executed counterpart
to the Company. This Twelfth Amendment to Loan Agreement may be executed in
counterparts, each of which shall constitute an original, and each of which
taken together shall constitute one and the same agreement.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Loan
Agreement to be duly executed and delivered by their duly authorized officers,
all as of the day and year first above written.
NU HORIZONS ELECTRONICS CORP.
By:/s/ Paul Durando
--------------------------
Paul Durando
Vice President - Finance
NATWEST BANK, N.A.
formerly known as
National Westminster Bank USA
By:/s/ Jeffrey B. Carstens
--------------------------
Jeffrey B. Carstens
Vice President
-7-
<PAGE>
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS ELECTRONICS CORP., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporation.
/s/ Dianne J. Judd
--------------------
Notary Public
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On this 8th day of April, 1996, before me personally came JEFFREY B.
CARSTENS, to me known, who, being by me duly sworn, did depose and say that he
resides at c/o 100 Jericho Quadrangle, Jericho, New York; that he is a Vice
President of NATWEST BANK N.A., the banking institution described in and which
executed the foregoing instrument; that he signed his name thereto by authority
of such banking institution.
/s/ Dianne J. Judd
--------------------
Notary Public
-8-
<PAGE>
The undersigned Guarantors acknowledge that there are no defenses or
offsets to their respective Guaranties of the obligations under the Loan
Agreement as amended by this Twelfth Amendment and hereby agree and consent to
the foregoing Twelfth Amendment.
NIC COMPONENTS CORP.
Dated: April 8, 1996 By:/s/ Paul Durando
----------------------
Paul Durando
Vice President-Finance
NU HORIZONS INTERNATIONAL CORP.
Dated: April 8, 1996 By:/s/ Paul Durando
----------------------
Paul Durando
Vice President-Finance
NU VISIONS MANUFACTURING, INC.
Dated: April 8, 1996 By:/s/ Paul Durando
----------------------
Paul Durando
Vice President-Finance
NU HORIZONS/MERIT
ELECTRONICS CORP.
Dated: April 8, 1996 By:/s/ Paul Durando
-------------------------
Paul Durando
Vice President-Finance
-9-
<PAGE>
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NIC COMPONENTS CORP., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
/s/ Dianne J. Judd
--------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS INTERNATIONAL CORP., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
--------------------
Notary Public
-10-
<PAGE>
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU VISIONS MANUFACTURING, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
-----------------------
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 8th day of April, 1996, before me personally came PAUL DURANDO, to
me known, who, being by me duly sworn, did depose and say that he resides at c/o
6000 New Horizons Boulevard, North Amityville, New York; that he is the Vice
President-Finance of NU HORIZONS/MERIT ELECTRONICS CORP., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
/s/ Dianne J. Judd
-----------------------
Notary Public
-11-
<PAGE>
NU HORIZONS ELECTRONICS CORP.
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
----------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
------------------
FEBRUARY FEBRUARY FEBRUARY
29, 1996 28, 1995 28, 1994
----------- ---------- ----------
PRIMARY EARNINGS:
- ----------------
<S> <C> <C> <C>
NET INCOME $ 9,396,301 $4,421,823 $5,044,225
=========== ========== ==========
WEIGHTED AVERAGE SHARES:
Common shares outstanding 7,903,839 7,728,549 7,657,025
Common share equivalents 332,410 119,128 117,415
=========== ========== ==========
Weighted average number of
common shares and common share
equivalents outstanding 8,236,249 7,847,677 7,774,440
=========== ========== ==========
PRIMARY EARNINGS PER
COMMON SHARE:
Net Income $1.14 $.56 $ .65
=========== ========== ==========
FULLY DILUTED EARNINGS:
- -------------------------------------
Net Income $ 9,396,301 $4,421,823 $5,044,225
Net (after tax) interest expense
related to convertible debt 661,826 365,062 -
----------- ---------- ----------
NET INCOME AS ADJUSTED $10,058,127 $4,786,885 $5,044,225
=========== ========== ==========
SHARES:
Weighted average number of
common shares and common
share equivalents outstanding 8,236,249 7,847,677 7,774,440
Additional options
not included above 660,562 598,287 40,165
Assuming Conversion
of convertible debt 1,513,888 833,333 -
----------- ---------- ----------
Weighted average number of common
shares outstanding as adjusted 10,410,699 9,279,297 7,814,605
=========== ========== ==========
FULLY DILUTED EARNINGS
PER COMMON SHARE $.97 $.52 $ .65
=========== ========== ==========
</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 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-START> MAR-1-1995
<PERIOD-END> FEB-29-1996
<CASH> 874,267
<SECURITIES> 0
<RECEIVABLES> 31,514,984
<ALLOWANCES> 1,509,802
<INVENTORY> 36,808,915
<CURRENT-ASSETS> 68,702,287
<PP&E> 7,249,830
<DEPRECIATION> 3,810,026
<TOTAL-ASSETS> 75,459,586
<CURRENT-LIABILITIES> 10,747,853
<BONDS> 0
0
0
<COMMON> 55,593
<OTHER-SE> 37,562,110
<TOTAL-LIABILITY-AND-EQUITY> 75,459,586
<SALES> 202,803,184
<TOTAL-REVENUES> 202,803,184
<CGS> 154,602,036
<TOTAL-COSTS> 154,602,036
<OTHER-EXPENSES> 30,377,380
<LOSS-PROVISION> 635,000
<INTEREST-EXPENSE> 2,026,717
<INCOME-PRETAX> 15,799,592
<INCOME-TAX> 6,403,291
<INCOME-CONTINUING> 9,396,301
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,396,301
<EPS-PRIMARY> 1.14
<EPS-DILUTED> .97
</TABLE>
