NU HORIZONS ELECTRONICS CORP
10-Q, 1997-01-13
ELECTRONIC PARTS & EQUIPMENT, NEC
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<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                QUARTERLY REPORT
        Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
   For Quarter Ended                              Commission file number
   November 30, 1996                                     1-8798
- -------------------------                        ------------------------- 

                         Nu Horizons Electronics Corp.
- --------------------------------------------------------------------------
            (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
- -------------------------------------------------------------------------- 
    (Address of principal executive offices)            (Zip Code)

                                (516) 226-6000
- --------------------------------------------------------------------------
          (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
  report.)

        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 the number of shares outstanding of each of the issuer's
    classes of common stock, as of the close of the period covered by this
    report.

      Common Stock - Par Value $.0066               8,732,299
      -------------------------------          -------------------
                   Class                        Outstanding Shares
<PAGE>
 
                 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                 ----------------------------------------------

                                     INDEX
                                     -----


                                                                         Page(s)

PART I.  Financial Information:

ITEM 1.   Financial Statements                                        
                                                                      
          Consolidated Condensed Balance Sheets -                     
          November 30, 1996 (Unaudited) and February 29, 1996              3.
                                                                      
          Consolidated Condensed Statements of Income (Unaudited) -   
          Nine Months and Three Months Ended November 30, 1996        
          and 1995                                                         4.
                                                                      
          Consolidated Condensed Statements of Cash Flows (Unaudited) -
          Nine Months Ended November 30, 1996 and 1995                  5. -  6.
                                                                      
          Notes to Interim Consolidated Condensed Financial           
          Statements (Unaudited)                                        7. -  8.
                                                                      
ITEM 2.   Management's Discussion and Analysis of Financial           
          Condition and Results of Operations                           9. - 12.

PART II.  Other Information

ITEM 6.   Exhibits and Reports on Form 8-K                                13.


SIGNATURES                                                                14.

INDEX TO EXHIBITS

  Exhibit 11    - Computation of Earnings per Common Share

  Exhibit 27    - Financial Data Schedule

                                       2
<PAGE>
 
                         PART 1.  FINANCIAL INFORMATION

ITEM 1. Financial Statements

                NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                ----------------------------------------------
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                     -------------------------------------

                                    -ASSETS-
                                    --------

<TABLE>
<CAPTION>
                                                          NOVEMBER     FEBRUARY

                                                          30, 1996     29, 1996
                                                         -----------  -----------
                                                         (unaudited)
<S>                                                      <C>          <C>
CURRENT ASSETS:
 Cash                                                    $ 1,330,341  $   874,267
 Accounts receivable-net of allowance for doubtful
   accounts of $1,937,947 and $1,509,802 for November
    30, 1996 and February 29, 1996, respectively          29,263,322   30,005,182
 Inventories                                              37,001,112   36,808,915
 Prepaid expenses and other current assets                 3,216,293    1,013,923
                                                         -----------  -----------
TOTAL CURRENT ASSETS                                      70,811,068   68,702,287
 
PROPERTY, PLANT AND EQUIPMENT - NET (Note 2)               3,292,729    3,439,804
 
OTHER ASSETS
  Costs in excess of net assets acquired - Net             1,948,487    2,066,180
  Other Assets                                             1,292,280    1,251,315
                                                         -----------  -----------
 
                                                         $77,344,564  $75,459,586
                                                         ===========  ===========
</TABLE>

                     -LIABILITIES AND SHAREHOLDERS' EQUITY-
                     --------------------------------------
<TABLE>
<S>                                                      <C>          <C>        
CURRENT LIABILITIES:                                                             
  Accounts payable                                       $ 5,257,778  $ 7,898,757
  Accrued expenses                                         5,579,778    2,254,878
  Current portion of long-term debt                          324,171      373,930
  Income taxes                                                     -      220,288
  Other current liabilities                                   50,327            -
                                                         -----------  -----------
 TOTAL CURRENT LIABILITIES                                11,212,054   10,747,853
                                                         -----------  -----------
                                                                                 
LONG-TERM LIABILITIES:                                                           
  Deferred income taxes                                      200,288      115,577
  Revolving credit line (Note 3)                          13,000,000   17,300,000
  Long-term debt                                             482,977      678,453
  Subordinated convertible notes (Note 4)                  7,059,000    9,000,000
                                                         -----------  -----------
TOTAL LONG-TERM LIABILITIES                               20,742,265   27,094,030
                                                         -----------  -----------
                                                                                 
COMMITMENTS AND CONTINGENCIES                                                    
                                                                                 
SHAREHOLDERS' EQUITY :                                                           
  Preferred stock, $1 par value, 1,000,000 shares                                
   authorized; none issued or outstanding                          -            -
  Common stock, $.0066 par value, 20,000,000 shares                              
   authorized; 8,732,299 and 8,423,137 shares                                    
   issued and outstanding for November 30, 1996                                  
   and February 29, 1996, respectively                        57,632       55,593
  Additional paid-in capital (Note 4)                     18,938,985   16,821,502
  Retained earnings                                       26,708,516   21,160,458
                                                         -----------  -----------
                                                          45,705,133   38,037,553
  Less:  loan to ESOP                                        314,888      419,850
                                                         -----------  -----------
                                                          45,390,245   37,617,703
                                                         -----------  -----------
                                                         $77,344,564  $75,459,586
                                                         ===========  =========== 
</TABLE>

       See notes to interim consolidated condensed financial statements.

                                       3
<PAGE>
 
                 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                 ----------------------------------------------
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                  -------------------------------------------
                                 (unaudited)

<TABLE>
<CAPTION>
                                            FOR THE NINE MONTHS ENDED    FOR THE THREE MONTHS ENDED
                                           ---------------------------   --------------------------
                                             NOVEMBER       NOVEMBER       NOVEMBER     NOVEMBER
                                             30, 1996       30, 1995       30, 1996     30, 1995
                                           ------------   ------------   -----------  -----------
<S>                                        <C>            <C>            <C>          <C>  
NET SALES                                  $162,414,223   $149,874,502   $53,958,639  $55,066,644
                                           ------------   ------------   -----------  -----------
 
COSTS AND EXPENSES:
 
 Cost of sales                              126,053,270    114,584,192    41,894,971   41,983,941
 Operating expenses                          25,715,806     22,186,588     8,606,684    7,699,044
 Interest expense                             1,341,656      1,479,951       532,285      545,290
 Interest income                                 (8,132)        (2,537)            -            -
                                           ------------   ------------   -----------  -----------
 
                                            153,102,600    138,248,194    51,033,940   50,228,275
                                           ------------   ------------   -----------  -----------
 
INCOME BEFORE PROVISION
FOR INCOME TAXES                              9,311,623     11,626,308     2,924,699    4,838,369
 
 Provision for
 income taxes                                 3,763,565      4,755,160     1,182,805    2,004,226
                                           ------------   ------------   -----------  -----------
 
NET INCOME                                 $  5,548,058   $  6,871,148   $ 1,741,894  $ 2,834,143
                                           ============   ============   ===========  ===========
 
NET INCOME
PER SHARE (Note 5):
 
 Primary                                   $        .61   $        .85   $       .20  $       .34
                                           ============   ============   ===========  ===========
 
 Fully diluted                             $        .54   $        .71   $       .17  $       .29
                                           ============   ============   ===========  ===========
</TABLE>



       See notes to interim consolidated condensed financial statements.

                                       4
<PAGE>
 
                 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                 ----------------------------------------------
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (unaudited)

                                                  FOR THE NINE MONTHS ENDED
                                            ------------------------------------
                                            NOVEMBER 30, 1996  NOVEMBER 30, 1995
                                            -----------------  -----------------

INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS:

Cash flows from operating activities:                         
 Cash received from customers                   $ 162,717,083     $ 141,605,743
  Cash paid to suppliers and employees           (150,544,749)     (145,064,324)
  Interest received                                     8,132             2,537
  Interest paid                                    (1,341,656)       (1,479,951)
  Income taxes paid                                (5,568,042)       (3,008,216)
                                                -------------     -------------
     Net cash provided by (used-in)                           
   operating activities                             5,270,768        (7,944,211)
                                                -------------     -------------
                                                              
Cash flows from investing activities:                         
  Capital expenditures                               (447,981)         (708,005)
  Purchase of stock for ESOP                                -          (559,800)
                                                -------------     -------------
     Net cash (used in) investing activities         (447,981)       (1,267,805)
                                                -------------     -------------
                                                              
Cash flows from financing activities:                         
  Borrowings under revolving credit line           21,150,000        50,200,000
  Repayments under revolving credit line          (25,450,000)      (40,600,000)
  Principal payments of long-term debt               (245,235)         (225,325)
  Proceeds from stock options                         178,522            54,313
  Proceeds from long-term debt                              -           559,800
                                                -------------     -------------
   Net cash (used in) provided by                             
    financing activities                           (4,366,713)        9,988,788
                                                -------------     -------------
                                                              
Net increase in cash and cash equivalents             456,074           776,772
                                                              
Cash and cash equivalents, beginning                          
  of year                                             874,267           498,919
                                                -------------     -------------
                                                              
Cash and cash equivalents, end of period        $   1,330,341     $   1,275,691
                                                =============     =============





       See notes to interim consolidated condensed financial statements.

                                       5
<PAGE>
 
                 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                 ----------------------------------------------
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
          -----------------------------------------------------------
                                  (unaudited)

                                                  FOR THE NINE MONTHS ENDED 
                                           -------------------------------------
                                           NOVEMBER 30, 1996   NOVEMBER 30, 1995
                                           -----------------   -----------------
RECONCILIATION OF NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
 
Net income                                      $ 5,548,058       $  6,871,148
                                                -----------       ------------
                                                             
Adjustments to reconcile net income to                       
  net cash provided by (used in) operating                   
   activities:                                               
                                                             
  Depreciation and amortization                     904,813            844,366
  Contribution to ESOP                              104,962            104,962
  Bad debt provision                                439,000            635,000
  Changes in assets and liabilities:                         
    Decrease (increase) in accounts receivabl       302,860         (8,268,759)
    (Increase) in inventories                      (192,197)       (13,463,183)
    (Increase) decrease in prepaid expenses                  
     and other current assets                    (2,202,370)           824,752
    (Increase) in other assets                     (233,029)          (226,921)
    Increase in accounts payable and                         
     accrued expenses                               683,921          3,528,411
    (Decrease) increase in income taxes            (220,288)           708,798
    Increase in current liabilities                  50,327                  -
    Increase in deferred taxes                       84,711            497,215
                                                -----------       ------------
     Total adjustments                             (277,290)       (14,815,359)
                                                -----------       ------------
                                                             
Net cash provided by (used in)                               
 operating activities                           $ 5,270,768       $ (7,944,211)
                                                ===========       ============





       See notes to interim consolidated condensed financial statements.

                                       6
<PAGE>
 
                NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES 
                ----------------------------------------------
         NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
         ------------------------------------------------------------
                                  (unaudited)


1. In the opinion of management, the accompanying unaudited interim consolidated
   condensed financial statements of  Nu Horizons Electronics Corp. (the
   "Company") and its subsidiaries (Nu Horizons/Merit Electronics Corp., NIC
   Components Corp., Nu Horizons International Corp. and Nu Visions
   Manufacturing, Inc.) contain all adjustments necessary to present fairly the
   Company's financial position as of November 30, 1996 and February 29, 1996
   and the results of its operations for the nine and three month periods ended
   November 30, 1996 and 1995 and cash flows for the nine month periods ended
   November 30, 1996 and 1995.

   The accounting policies followed by the Company are set forth in Note 2 to
   the Company's consolidated financial statements included in its Annual Report
   on Form 10-K for the year ended February 29, 1996, which is incorporated
   herein by reference.  Specific reference is made to this report for a
   description of the Company's securities and the notes to consolidated
   financial statements included therein.

   The results of operations for the nine and three month periods ended November
   30, 1996 are not necessarily indicative of the results to be expected for the
   full year.

2. PROPERTY, PLANT AND EQUIPMENT:

   Property, plant and equipment consists of the following:

 
                                            NOVEMBER    FEBRUARY
                                            30, 1996    29, 1996
                                           ----------  ----------
 
   Land                                    $  266,301  $  266,301
   Building and improvements                1,738,764   1,747,930
   Furniture, fixtures and
   office equipment                         2,349,865   2,037,183
   Computer equipment                       2,423,047   2,278,582
   Assets held under capitalized leases       919,834     919,834
                                           ----------  ----------
                                            7,697,811   7,249,830
   Less:  accumulated depreciation
       and amortization                     4,405,082   3,810,026
                                           ----------  ----------

                                           $3,292,729  $3,439,804
                                           ==========  ==========

3. BANK LINE OF CREDIT:

    In February, 1988 the Company entered into a revolving credit agreement, as
    amended, with its bank which provides for a $25,000,000 unsecured revolving
    line of credit at the bank's prime rate through April 8, 2000.  Direct
    borrowings under the line of credit were $13,000,000 and $17,300,000 at
    November 30, 1996 and February 29, 1996, respectively.

                                       7
<PAGE>
 
                NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                ----------------------------------------------
         NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         ------------------------------------------------------------
                                  (unaudited)


4.   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 November 30, 1996, $7,941,000 of the
     notes have been converted into 882,333 shares of common stock and
     $7,059,000 principal amount of subordinated convertible notes remained
     outstanding and are due in increments of $2,353,000 on August 31, 2000,
     2001 and 2002.

5.   NET INCOME PER SHARE:

     Net income 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.  Fully diluted earnings per share has been
     computed assuming conversion of all dilutive stock options.

     The following average shares were used in the computation of primary and
     fully diluted earnings per share:
 
 
                            Nine Months Ended        Three Months Ended
                               November 30,              November 30,
                             1996         1995        1996        1995
                         ------------  ----------  ----------  ----------
 
        Primary             9,141,531   8,098,973   8,887,610   8,310,144
        Fully diluted      10,843,359  10,410,189  10,843,359  10,416,109

     All per share amounts have been retroactively restated as a result of stock
     dividends and a three for two stock split.

     A detailed computation of earnings per common share appears in Exhibit 11
     of this Form 10-Q.

                                       8
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        -----------------------------------------------------------
        AND RESULTS OF OPERATIONS:
        --------------------------

        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 ("OEMs") 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 OEMs 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) Consolidated
        condensed balance sheets as of November 30, 1996 and February 29, 1996;
        (ii) Consolidated condensed statements of income for the nine and three
        month periods ended November 30, 1996 and 1995 and (iii) Consolidated
        condensed statements of cash flows for the nine month periods ended
        November 30, 1996 and 1995.

        Results of Operations:
        ----------------------        
                                      
        Sales for the nine month period ended November 30, 1996 were
        $162,414,223 as compared to $149,874,502 for the comparable period of
        the prior year, an increase of $12,539,721 or 8.4% However,
        approximately $12,956,000 or 103% of the nine month increase relates to
        the first fiscal quarter of 1997, ended May 31, 1996, as compared to the
        first fiscal quarter of 1996, ended May 31, 1995. Sales for the three
        month period ended May 31, 1996 were a record $57,672,540 as compared to
        $44,716,053 for the comparable period of the prior year, an increase of
        approximately 29%. Management attributes the increase in sales for that
        period to the following sales categories: Approximately $2,006,000 or
        16% of the overall increase resulted from incremental sales generated by
        the West Coast distribution group which consists of the San Jose,
        Irvine, Los Angeles and San Diego branches. Approximately $934,000 or 7%
        of the increase was generated by the Nu Visions Manufacturing
        subsidiary. The balance of the increase, approximately $10,016,000 or
        77% resulted from incremental sales generated by the core distribution
        business through greater market penetration and overall strength in the
        electronic industry at that time.

                                       9
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        -----------------------------------------------------------
        AND RESULTS OF OPERATIONS (Continued):
        --------------------------------------


        Results of Operations (Continued):
        ----------------------------------

        Sales for the six month period ended November 30, 1996 were $104,741,683
        as compared to $105,158,449 for the comparable period of the prior year,
        a nominal decrease of approximately $417,000. Sales for the three month
        period ended November 30, 1996 were $53,958,639 as compared to
        $55,066,644 for the comparable period of the prior year. Management
        attributes these reductions in sales entirely to the core semiconductor
        distribution business which experienced excess inventory levels at the
        semiconductor manufacturing (supplier) level which resulted in reduced
        unit pricing and lower overall sales volume. Management believes that
        this situation is temporary and is now in the process of correction;
        however, no assurance can be given in this regard.

        Gross profit margins for the three and nine months ended November 30,
        1996 were 22.4% and 22.4% as compared to 23.8% and 23.5% respectively
        for the comparable periods of the prior year. Management attributes this
        lower profit margin primarily to a general downward correction of
        selling prices in the marketplace, for both semiconductors and passive
        components, during the periods ended November 30, 1996, and a greater
        volume of larger orders at lower gross profit margins.

        Operating expenses have increased from approximately $22,187,000 for the
        nine months ended November 30, 1995 to approximately $25,716,000 for the
        nine months ended November 30, 1996, an increase of 16% or approximately
        $3,529,000. For the three months ended November 30, 1995 as compared to
        the three months ended November 30, 1996 operating expenses increased
        from approximately $7,699,000 to $8,607,000, an increase of 12%, or
        approximately $908,000. As a percentage of sales, operating expenses for
        the nine and three month periods increased from 14.8% and 14.0%
        respectively to 15.8% and 15.9% respectively. The dollar increases in
        operating expenses were due to increases in the following expense
        categories: Approximately $3,108,000 or 88% of the increase for the nine
        month period and approximately $582,000 or 64% of the increase for the
        three month period, were for personnel related costs - commissions,
        salaries, travel, fringe benefits. These increases were required to
        produce the increased sales in the first quarter and planned increased
        sales levels in the second and third quarters which did not materialize
        as discussed above. The remaining increases of approximately $421,000
        and $326,000 for the nine and three month periods respectively are a
        result of increases in various other operating expenses.

        Interest expense decreased from $1,479,951 to $1,341,656 when comparing
        the nine month periods and from $545,290 to $532,285 when comparing the
        three month periods ended November 30, 1995 and 1996. This decrease was
        primarily due to the interest on higher levels of bank debt during the
        nine month period being more than offset by the lower amount of
        outstanding subordinated convertible debt (see Note 4 of the
        Consolidated Financial Statements). The increase in bank debt levels
        during the nine month period was primarily due to an increase in
        borrowings, resulting from an increase in the Company's accounts
        receivable and inventory levels, required to support the increased sales
        volume in the current nine month period.

                                       10
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        -----------------------------------------------------------
        AND RESULTS OF OPERATIONS (Continued):
        --------------------------------------

        Results of Operations (Continued):
        ----------------------------------

 
                                           INTEREST EXPENSE
                                           ----------------

 
                        FOR THE NINE MONTHS ENDED   FOR THE THREE MONTHS ENDED
                        -------------------------   --------------------------
                           NOVEMBER    NOVEMBER        NOVEMBER    NOVEMBER
                           30, 1996    30, 1995        30, 1996    30, 1995
                          ----------  ----------       ---------   ---------
                                                 
Revolving Bank Credit     $  878,286  $  613,701       $ 386,693   $ 297,790
Sub. Convert. Notes          463,370     866,250         145,592     247,500
                          ----------  ----------       ---------   ---------
Total Interest Expense    $1,341,656  $1,479,951       $ 532,285     545,290
                          ==========  ==========       =========   =========

  Net income for the nine month period ended November 30, 1996 was $5,548,058 or
  $.54 per share fully diluted as compared to $6,871,148 or $.71 per share fully
  diluted for the nine month period ended November 30, 1995.  Net income for the
  three month period ended November 30, 1996 was $1,741,894 or $.17 per share
  fully diluted as compared to $2,834,143 or $.29 per share fully diluted for
  the corresponding period of the prior year.  The decreases in earnings were
  primarily due to lower gross profit margins and higher operating expenses net
  of lower interest expense for the periods.

  Liquidity and Capital Resources:
  --------------------------------

  At November 30, 1996 the Company's current ratio was 6.3:1 as compared to
  6.4:1 at the fiscal year ended February 29, 1996.  Working capital increased
  from approximately $57,954,000 as of February 29, 1996 to approximately
  $59,599,000 at November 30, 1996, while cash increased from February 29, 1996
  to November 30, 1996 by approximately $456,000.  The primary reasons for the
  increase in working capital was the increase in cash and an increase in
  inventories financed primarily through long term debt during the current
  period.  These increases were required to support the increased sales activity
  over the nine month period.

  In February 1988, the Company entered into an unsecured revolving line of
  credit agreement, as amended, which provides for maximum borrowings of
  $25,000,000 at the bank's prime rate with payments of interest only through
  April 8, 2000.  At November 30, 1996 $13,000,000 was outstanding under this
  line of credit as compared to $17,300,000 at February 29, 1996.

  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.  The Company has registered, under the Securities Act of 1933,
  for the resale by the holders thereof, 117,666 shares of common stock,
  representing the number of shares of common stock obtainable by such holders
  upon conversion of $1,059,000 of the outstanding principal amount of such
  notes.  As of November 30, 1996, $7,941,000 of the notes have been converted
  into 882,333 shares of common stock and $7,059,000 principal amount of
  subordinated convertible notes remained outstanding and are due in increments
  of $2,353,000 on August 31, 2000, 2001 and 2002.  No assurance can be given
  that the notes will be converted or that the shares of common stock underlying
  the notes will be sold by the holders thereof.

                                       11
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        -----------------------------------------------------------
        AND RESULTS OF OPERATIONS (Continued):
        --------------------------------------

        Liquidity and Capital Resources:
        --------------------------------

        The Company anticipates that its resources provided by its cash flow
        from operations and its bank line of credit will be sufficient to meet
        its financing requirements for at least the next twelve month period.

        Inflationary Impact:
        --------------------

        Since the inception of operations, inflation has not significantly
        affected the operating results of the Company. However, inflation and
        changing interest rates have had a significant effect on the economy in
        general and therefore could affect the operating results of the Company
        in the future.

        Other:
        ------

        Except for historical information contained herein, the matters set
        forth above are forward-looking statements that involve certain risks
        and uncertainties that could cause actual results to differ from those
        in the forward-looking statements. Potential risks and uncertainties
        include such factors as the level of business and consumer spending for
        electronic products, the amount of sales of the Company's products, the
        competitive environment within the electronics industry, the ability of
        the Company to continue to expand its operations, the level of costs
        incurred in connection with the Company's expansion efforts, economic
        conditions in the semiconductor industry and the financial strength of
        the Company's customers and suppliers. Investors are also directed to
        consider other risks and uncertainties discussed in documents filed by
        the Company with the Securities and Exchange Commission.

                                       12
<PAGE>
 
                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

        There are no material legal proceedings against the Company or in which
        any of their property is subject.

ITEM 2. Changes in Securities

        None

ITEM 3. Defaults upon Senior Securities

        None

ITEM 4. Submission of Matters to a Vote of Security Holders

        None

ITEM 5. Other Information

        On October 16, 1996, David Siegel resigned as a director of the Company

ITEM 6. Exhibits and Reports:

        (a)  Exhibits:

             Exhibit 11    - Computation of Earnings per Common Share

             Exhibit 27    - Financial Data Schedule

        (b)  Reports on Form 8-K

             None

                                       13
<PAGE>
 
                                  SIGNATURES



  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                Nu Horizons Electronics Corp.
                                -----------------------------
                                Registrant



                                /s/ Arthur Nadata
                                ----------------------------------------
Date:  January 13, 1997         Arthur Nadata, President and
                                Chief Executive Officer



                                /s/ Paul Durando
                                ----------------------------------------
Date:  January 13, 1997         Paul Durando, Vice President-Finance
                                and Chief Financial Officer

                                       14

<PAGE>
 
                         NU HORIZONS ELECTRONICS CORP.
                                   EXHIBIT 11

                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    ----------------------------------------

                                  (Unaudited)

<TABLE> 
<CAPTION> 
                            FOR THE NINE MONTHSENDED        FOR THE THREE MONTHS ENDED 
                           --------------------------      ----------------------------
                              NOVEMBER    NOVEMBER            NOVEMBER      NOVEMBER  
                              30, 1995    30, 1996            30, 1995      30, 1996  
                           ------------  -----------       -------------  -------------
<S>                        <C>           <C>               <C>            <C> 
PRIMARY EARNINGS:                                    
- ----------------                                     
                                                     
NET INCOME                  $ 5,548,058  $ 6,871,148         $ 1,741,894  $ 2,834,143
                            ===========  ===========         ===========  ===========
                                                     
WEIGHTED AVERAGE SHARES:                             
  Common shares                                      
   outstanding                8,732,299    8,081,844           8,732,299    8,081,844
                                                     
  Common share                                       
   equivalents                  409,232       17,129             155,311      228,300
                            -----------  -----------         -----------  -----------
                                                     
  Weighted average                                   
   number of common                                  
   shares and common                                 
   share equivalents                                 
   outstanding                9,141,531    8,098,973           8,887,610    8,310,144
                            ===========  ===========         ===========  ===========
PRIMARY EARNINGS PER                                 
 COMMON SHARE:              $       .61  $       .85         $       .20  $       .34
                            ===========  ===========         ===========  ===========
                                                     
FULLY DILUTED EARNINGS:                              
- --------------------------                           
  Net Income                $ 5,548,058  $ 6,871,148         $ 1,741,894  $ 2,834,143
                                                     
  Net (after tax)                                    
   interest expense                                  
   related to                                        
   convertible debt             273,389      534,764              85,900      170,825
                            -----------  -----------         -----------  -----------
NET INCOME AS ADJUSTED      $ 5,821,447  $ 7,405,912         $ 1,827,794  $ 3,004,968
                            ===========  ===========         ===========  ===========
SHARES:                                              
  Weighted average                                   
   number of common                                  
   shares and common                                 
   share equivalents                                 
   outstanding                9,141,531    8,098,973           8,887,610    8,310,144
                                                     
  Additional options                                 
    not included above          917,495      681,587           1,171,416      550,410
                                                     
  Assuming conversion                                
   of convertible debt          784,333    1,629,629             784,333    1,555,555
                            -----------  -----------         -----------  -----------
                                                     
  Weighted average                                   
   number of common                                  
   shares outstanding                                
   as adjusted               10,843,359   10,410,189          10,843,359   10,416,109
                            ===========  ===========         ===========  ===========
FULLY DILUTED EARNINGS                               
PER COMMON SHARE            $       .54  $       .71         $       .17  $       .29
                            ===========  ===========         ===========  ===========
</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED NOVEMBER 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-28-1997
<PERIOD-START>                             MAR-01-1996
<PERIOD-END>                               NOV-30-1996
<CASH>                                       1,330,341
<SECURITIES>                                         0
<RECEIVABLES>                               31,201,269
<ALLOWANCES>                                 1,937,947
<INVENTORY>                                 37,001,112
<CURRENT-ASSETS>                            70,811,068
<PP&E>                                       7,697,811
<DEPRECIATION>                               4,405,082
<TOTAL-ASSETS>                              77,344,564
<CURRENT-LIABILITIES>                       11,212,054
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        57,632
<OTHER-SE>                                  45,332,613
<TOTAL-LIABILITY-AND-EQUITY>                77,344,564
<SALES>                                    162,414,223
<TOTAL-REVENUES>                           162,414,223
<CGS>                                      126,053,270
<TOTAL-COSTS>                              126,053,270
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               439,000
<INTEREST-EXPENSE>                           1,341,656
<INCOME-PRETAX>                              9,311,623
<INCOME-TAX>                                 3,763,565
<INCOME-CONTINUING>                          5,548,058
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,548,058
<EPS-PRIMARY>                                      .61
<EPS-DILUTED>                                      .54
        

</TABLE>


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