<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
August 31, 1997 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.)
70 Maxess Road, Melville, New York 11747
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(516) 396-5000
- --------------------------------------------------------------------------------
(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 8,746,826
------------------------------- -------------------
Class Outstanding Shares
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page(s)
<S> <C>
PART I. Financial Information:
ITEM 1. Financial Statements
Consolidated Condensed Balance Sheets - August 31, 1997
(unaudited) and February 28, 1997 3.
Consolidated Condensed Statements of Income (unaudited)
- Six Months and Three Months Ended August 31, 1997
and 1996 4.
Consolidated Condensed Statements of Cash Flows (unaudited)
- Six Months Ended August 31, 1997 and 1996 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 4. Submission of Matters to a Vote of Security Holders 13.
ITEM 6. Exhibits and Reports on Form 8-K 13.
SIGNATURES 14.
INDEX TO EXHIBITS 15.
Exhibit 11 - Schedule re: Computation of Per Share Earnings
(See Notes to Consolidated Financial Statements - Note 5)
Exhibit 27 - Financial Data Schedule
</TABLE>
2
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
-------------------------------------
-ASSETS-
--------
AUGUST FEBRUARY
31, 1997 28, 1997
----------- --------
(Unaudited)
CURRENT ASSETS:
Cash (including time deposits) $ 70,204 $ 946,084
Accounts receivable-net of allowance for doubtful
accounts of $2,268,270 and $2,192,079 for August
31, 1997 and February 28, 1997, respectively 32,783,483 30,636,645
Inventories 37,017,501 29,764,570
Prepaid expenses and other current assets 4,357,311 2,903,269
----------- -----------
TOTAL CURRENT ASSETS 74,228,499 64,250,568
PROPERTY, PLANT AND EQUIPMENT - NET (Note 2) 6,116,388 7,550,356
OTHER ASSETS
Cost in excess of net assets acquired-net 1,830,794 1,909,256
Other assets 1,001,124 1,073,134
----------- -----------
$83,176,805 $74,783,314
=========== ===========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
--------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 7,602,263 $ 7,931,500
Accrued expenses 3,752,531 4,186,802
Current portion of long-term debt 135,921 190,794
----------- -----------
TOTAL CURRENT LIABILITIES 11,490,715 12,309,096
----------- -----------
LONG TERM LIABILITIES:
Deferred income taxes 290,758 222,148
Revolving credit line (Note 3) 14,500,000 8,000,000
Long-term debt 186,411 242,335
Subordinated convertible notes (Note 4) 7,059,000 7,059,000
----------- -----------
22,036,169 15,523,483
----------- -----------
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; 8,746,826 and 8,732,299 shares
issued and outstanding for August 31, 1997
and February 28, 1997, respectively 57,728 57,633
Additional paid-in capital 18,994,297 18,938,984
Retained earnings 30,807,821 28,234,018
----------- -----------
49,859,846 47,230,635
Less: loan to ESOP 209,925 279,900
----------- -----------
49,649,921 46,950,735
----------- -----------
$83,176,805 $74,783,314
=========== ===========
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 SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------ ----------------------------
AUGUST AUGUST AUGUST AUGUST
31, 1997 31, 1996 31, 1997 31, 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $110,964,305 $108,455,584 $56,798,598 $50,783,044
------------ ------------ ----------- -----------
COSTS AND EXPENSES:
Cost of sales 86,794,180 84,158,299 44,570,929 39,411,875
Operating expenses 19,050,564 17,109,122 9,952,639 8,735,173
Interest expense 767,171 809,292 440,277 376,163
Interest income (10,109) (8,053) (10,107) (8,053)
------------ ------------ ----------- -----------
106,601,806 102,068,660 54,953,738 48,515,158
------------ ------------ ------------ ------------
INCOME BEFORE PRO-
VISION FOR INCOME
TAXES 4,362,499 6,386,924 1,844,860 2,267,886
Provision
for income taxes 1,788,696 2,580,760 773,444 916,658
------------ ------------ ----------- -----------
NET INCOME $ 2,573,803 $ 3,806,164 $ 1,071,416 $ 1,351,228
============ ============ =========== ===========
NET INCOME
PER SHARE (Note 5):
Primary $ .29 $ .42 $ .12 $ .15
============ ============ =========== ===========
Fully diluted $ .25 $ .38 $ .11 $ .14
============ ============ =========== ===========
</TABLE>
See notes to interim consolidated condensed financial statements
4
<PAGE>
Page 1 of 2
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
------------------------------------
AUGUST 31, 1997 AUGUST 31, 1996
--------------- ---------------
(Unaudited)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:
Cash flows from operating activities:
Cash received from customers $ 108,697,467 $ 109,050,291
Cash paid to suppliers and employees (113,122,056) (101,974,282)
Interest received 10,109 8,053
Interest paid (767,171) (809,292)
Income taxes paid (2,949,580) (4,067,073)
------------- -------------
Net cash provided by (used in)
operating activities (8,131,231) 2,207,697
------------- -------------
Cash flows from investing activities:
Capital expenditures (316,100) (136,142)
Proceeds from sale of building 1,126,840 -
------------- -------------
Net cash provided by (used in)
investing activities 810,740 (136,142)
------------- -------------
Cash flows from financing activities:
Borrowings under revolving credit line 14,550,000 18,600,000
Repayments under revolving credit line (8,050,000) (19,000,000)
Principal payments of long-term debt (110,797) (163,286)
Proceeds from exercise of stock options 55,408 178,522
------------- -------------
Net cash (used in) provided by
financing activities 6,444,611 (384,764)
------------- -------------
Net (decrease) increase in cash and
cash equivalents (875,880) 1,686,791
Cash and cash equivalents, beginning
of year 946,084 874,267
------------- -------------
Cash and cash equivalents, end of period $ 70,204 $ 2,561,058
============= =============
</TABLE>
See notes to interim consolidated condensed financial statements
5
<PAGE>
Page 2 of 2
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
-----------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-----------------------
AUGUST 31, 1997 AUGUST 31, 1996
--------------- ---------------
(Unaudited)
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET
CASH FROM OPERATING ACTIVITIES:
Net income $ 2,573,803 $ 3,806,164
------------ -----------
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 748,510 593,783
Contribution to ESOP 69,975 69,975
Bad debt provision 120,000 239,500
Loss on sale of building 60,871 -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (2,266,838) 594,707
(Increase) in inventories (7,252,931) (2,888,317)
(Increase) in prepaid expenses
and other current assets (1,454,042) (1,495,097)
(Increase) in other assets (35,681) (213,525)
(Decrease) increase in accounts payable
and accrued expenses (763,508) 1,184,473
Increase in income taxes - 226,132
Increase in deferred income taxes 68,610 89,902
------------ -----------
Total adjustments (10,705,034) (1,598,467)
------------ -----------
Net cash (used in) and provided by operating
activities $ (8,131,231) $ 2,207,697
============ ===========
</TABLE>
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 August 31, 1997 and February 28, 1997 and
the results of its operations for the six and three month periods ended
August 31, 1997 and 1996 and cash flows for the six month periods ended
August 31, 1997 and 1996.
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 28, 1997, 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 six and three month periods ended August
31, 1997 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:
AUGUST FEBRUARY
31, 1997 28, 1997
----------- -----------
Land $ - $ 266,301
Building and improvements - 1,747,930
Furniture, fixtures and office
equipment 6,034,063 5,791,946
Computer equipment 2,558,672 2,476,185
Assets held under capitalized
leases 919,834 919,834
Leasehold improvements 1,108,014 984,146
----------- -----------
10,620,583 12,186,342
Less: accumulated depreciation
and amortization 4,504,195 4,635,986
----------- -----------
$ 6,116,388 $ 7,550,356
=========== ===========
3. BANK LINE OF CREDIT:
On May 23, 1997 the Company entered into a new unsecured revolving line of
credit with two banks, which currently provides for maximum borrowings of
$35,000,000 at either (i) the lead bank's prime rate or (ii) LIBOR plus 57.5 to
112.5 basis points depending on the ratio of the Company's debt to its earnings
before interest, taxes, depreciation and amortization, at the option of the
Company through May 23, 2001.
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 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 August 31, 1997, $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, 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:
Six Months Ended Three Months Ended
August 31, August 31,
---------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
Primary 8,819,575 9,060,321 8,819,575 8,974,574
Fully diluted 10,816,609 10,428,359 10,816,609 10,428,359
A detailed computation of earnings per common share appears in Exhibit 11
of this Form 10-Q.
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128 - Earnings per Share, which changes the method for calculating earnings
per share. SFAS No. 128 requires presentations of "basic" and "diluted"
earnings per share as opposed to "primary" and "fully diluted" earnings per
share and is effective for periods ending after December 15, 1997. Early
adoption is not permitted. Management does not believe that earnings per
share reported in accordance with SFAS No. 128 will differ materially
earnings per share as currently reported.
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 ("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) Consolidated
condensed balance sheets as of August 31, 1997 and February 28, 1997; (ii)
Consolidated condensed statements of income for the six and three month
periods ended August 31, 1997 and 1996 and (iii) Consolidated condensed
statements of cash flows for the six month periods ended August 31, 1997 and
1996.
Results of Operations:
----------------------
Sales for the six month period ended August 31, 1997 were $110,964,305 as
compared to $108,455,584 for the comparable period of the prior year, a modest
increase of approximately $2,508,000 or 2.3%.
Sales for the three month period ended August 31, 1997 were $56,798,598 as
compared to $50,783,044 for the comparable period of the prior year, an
increase of approximately $6,000,000 or 11.8%. Management attributes this
moderate increase in sales entirely to the core semiconductor distribution
business which has experienced excess inventory levels at the semiconductor
manufacturing (supplier) level causing reduced unit pricing, partially offset
by increased unit sales, resulting in only moderate sales volume growth.
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 six months ended August 31, 1997 were
21.5% and 21.8% as compared to 22.4% and 22.4% 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 August 31,
1997 and a greater volume of larger orders at lower gross profit margins.
Although the Company expects that these conditions will not continue, as long
as current market trends prevail, no assurances can be given in this regard.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (Continued):
--------------------------------------
Results of Operations (Continued):
----------------------------------
Operating expenses have increased from approximately $17,109,000 for the six
months ended August 31, 1996 to approximately $19,050,000 for the six months
ended August 31, 1997, an increase of 11% or approximately $1,941,000. For
the three months ended August 31, 1996 as compared to the three months ended
August 31, 1997 operating expenses increased from approximately $8,735,000 to
$9,953,000, an increase of 14%, or approximately $1,218,000. The dollar
increases in operating expenses were due to increases in the following expense
categories: Approximately $932,000 or 48% of the increase for the six month
period and approximately $606,000 or 50% of the increase for the three month
period, were for personnel related costs - commissions, salaries, travel,
fringe benefits. During fiscal 1997 and continuing into fiscal 1998, the
Company decided to pursue a policy of upgrading and enlarging its sales and
sales support staff to support anticipated growth in the near as well as more
distant future. Increased sales levels in fiscal 1997 and the first six
months of fiscal 1998 have not met expectations. The Company continues to
believe in this strategy for long term growth and expects market conditions to
undergo a correction in the near future although no assurances can be given in
this regard.
Approximately $573,000 or 29% of the increase for the six month period and
approximately $424,000 or 35% of the increase for the three month period were
a result of increases in costs related to incremental occupancy costs for the
new corporate headquarters and distribution facility located at Melville, Long
Island, New York. The Company relocated to this facility on April 1, 1997.
The remaining increase of approximately $436,000 or 23% for the six month
period and approximately $188,000 or 15% for the three month period were a
result of increases in various other selling, general, and administrative
expenses.
Interest expense decreased modestly from approximately $809,000 for the six
months ended August 31, 1996 to approximately $767,000 for the six months
ended August 31, 1997 primarily due to lower average levels of bank debt
during the period.
Interest expense increased by approximately $64,000 from $376,000 for the
three month period ended August 31, 1996 to $440,000 for the three month
period ended August 31, 1997. This increase was primarily due to higher
average borrowings resulting from an increase in the Company's inventory and
accounts receivable levels.
<TABLE>
<CAPTION>
INTEREST EXPENSE
-----------------------------------------------------------
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- ------------------------
AUGUST AUGUST AUGUST AUGUST
31, 1997 31, 1996 31, 1997 31, 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revolving Bank Credit $ 294,685 $ 230,571 $ 475,987 $ 491,514
Sub. Convert. Notes 145,592 145,592 291,184 317,778
--------- --------- --------- ---------
Total Interest Expense $ 440,277 $ 376,163 $ 767,171 $ 809,292
========= ========= ========= =========
</TABLE>
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (Continued):
--------------------------------------
Results of Operations (Continued):
- ----------------------------------
Net income for the six month period ended August 31, 1997 was $2,573,803 or
$.25 per share fully diluted as compared to $3,806,164 or $.38 per share fully
diluted for the six month period ended August 31, 1996. Net income for the
three month period ended August 31, 1997 was $1,071,416 or $.11 per share
fully diluted as compared to $1,351,228 or $.14 per share fully diluted for
the corresponding period of the prior year. The decrease in earnings is
primarily due to lower gross profit margins and higher expenses for the
periods.
Liquidity and Capital Resources:
--------------------------------
At August 31, 1997 the Company's current ratio was 6.5:1 as compared to 5.2:1
at the fiscal year ended February 28, 1997. Working capital increased from
approximately $51,941,000 as of February 28, 1997 to approximately $62,738,000
at August 31, 1997 while cash decreased from February 28, 1997 to August 31,
1997 by approximately $876,000. The primary reasons for the increase in both
working capital and the current ratio was the increase in both accounts
receivable and inventories financed primarily through long term debt during
the current period net of the reduction in cash. These increases were
required to support the increased sales activity over the six month period.
On May 23, 1997 the Company entered into a new unsecured revolving line of
credit with two banks, which currently provides for maximum borrowings of
$35,000,000 at either (i) the lead bank's prime rate or (ii) LIBOR plus 57.5
to 112.5 basis points depending on the ratio of the Company's debt to its
earnings before interest, taxes, depreciation and amortization, at the option
of the Company through May 23, 2001.
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 August 31, 1997, $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 capital resources provided by 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.
Forward Looking Information:
----------------------------
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 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
(a) The Registrant held its Annual Meeting of Stockholders on
September 19, 1997. The following proposals were adopted by the
votes indicated.
(b)(c)(1)Two directors were elected at the Annual Meeting to serve until
the Annual Meeting of Stockholders in 2000, in addition to the
four other Directors, Irving Lubman, Arthur Nadata, Richard
Schuster and Harvey Blau, whose term of office continued after
the meeting. The names of these Directors and votes cast in
favor of their election and shares withheld are as follows:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Paul Durando 6,897,907 644,393
Herbert Gardner 6,898,041 644,259
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports:
(a) Exhibits:
11. See Exhibit 11 and Notes to Financial Statements, Note 5,
regarding computation of per share earnings
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: October 10, 1997 Arthur Nadata, President and
Chief Executive Officer
/s/ Paul Durando
----------------------------------------
Date: October 10, 1997 Paul Durando, Vice President-Finance
and Chief Financial Officer
14
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
EXHIBIT INDEX
to
FORM 10-Q
FOR THE FISCAL QUARTER ENDED AUGUST 31, 1997
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
NU HORIZONS ELECTRONICS CORP.
(Exact Name of Registrant as Specified in Its Charter)
EXHIBIT
NUMBER DESCRIPTION
-----------------------------------------------------
11 Computation of Per Share Earnings
27 Financial Data Schedule
15
<PAGE>
EXHIBIT 11
NU HORIZONS ELECTRONICS CORP.
COMPUTATION OF EARNINGS PER COMMON SHARE
----------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------ --------------------------
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1997 1996
--------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS:
- -----------------
NET INCOME $ 2,573,803 $ 3,806,164 $ 1,071,416 $ 1,351,228
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES:
Common shares outstanding 8,746,826 8,732,299 8,746,826 8,732,299
Common share equivalents 72,749 328,022 72,749 242,275
----------- ----------- ----------- -----------
Weighted average number of
common shares and common
share equivalents
outstanding 8,819,575 9,060,321 8,819,575 8,974,574
=========== =========== =========== ===========
PRIMARY EARNINGS PER
COMMON SHARE $.29 $.42 $.12 $ .15
=========== =========== =========== ===========
FULLY DILUTED EARNINGS:
- -----------------------
Net Income $ 2,573,803 $ 3,806,164 $ 1,071,416 $ 1,351,228
Net (after tax)
interest expense
related to
convertible debt 171,800 187,489 85,900 85,900
----------- ----------- ----------- -----------
NET INCOME AS ADJUSTED $ 2,745,603 $ 3,993,653 $ 1,157,316 $ 1,437,128
=========== =========== =========== ===========
SHARES:
Weighted average
number of common
shares and common
share equivalents
outstanding 8,819,575 9,060,321 8,819,575 8,974,574
Additional options
not included above 1,212,701 583,705 1,212,701 669,452
Assuming conversion
of convertible debt 784,333 784,333 784,333 784,333
----------- ----------- ----------- -----------
Weighted average
number of common
shares outstanding
as adjusted 10,816,609 10,428,359 10,816,609 10,428,359
=========== =========== =========== ===========
FULLY DILUTED EARNINGS
PER COMMON SHARE $.25 $.38 $.11 $.14
==== ==== ==== ====
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SECOND QUARTER ENDED
AUGUST 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 70,204
<SECURITIES> 0
<RECEIVABLES> 35,051,753
<ALLOWANCES> 2,268,270
<INVENTORY> 37,017,501
<CURRENT-ASSETS> 74,228,499
<PP&E> 10,620,583
<DEPRECIATION> 4,504,195
<TOTAL-ASSETS> 83,176,805
<CURRENT-LIABILITIES> 11,490,715
<BONDS> 22,036,169
0
0
<COMMON> 57,728
<OTHER-SE> 49,592,193
<TOTAL-LIABILITY-AND-EQUITY> 83,176,805
<SALES> 110,964,305
<TOTAL-REVENUES> 110,964,305
<CGS> 86,794,180
<TOTAL-COSTS> 86,794,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 120,000
<INTEREST-EXPENSE> 767,171
<INCOME-PRETAX> 4,362,499
<INCOME-TAX> 1,788,696
<INCOME-CONTINUING> 2,573,803
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,573,803
<EPS-PRIMARY> .29
<EPS-DILUTED> .25
</TABLE>
