NU HORIZONS ELECTRONICS CORP
10-Q, 1999-01-13
ELECTRONIC PARTS & EQUIPMENT, NEC
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<PAGE>
 
                      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, 1998                                  1-8798
- ----------------------------------------      ----------------------------------

                         Nu Horizons Electronics Corp.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


               Delaware                                       11-2621097
- ----------------------------------------      ----------------------------------
     (State of 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                     8,753,076
- ----------------------------------------      ----------------------------------
                    Class                                Outstanding Shares
<PAGE>
 
                NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

                               TABLE OF CONTENTS


<TABLE> 
<CAPTION> 
                                                                                         Page(s)
<S>                                                                                      <C> 
PART I:           Financial Information
 
  ITEM 1.         Financial Statements
 
                  Consolidated Condensed Balance Sheets -
                  November 30, 1998 (Unaudited) and February 28, 1998                    Page   3.
 
                  Consolidated Condensed Statements of Income (Unaudited) -
                  Nine Months and Three Months Ended November 30, 1998 and 1997          Page   4.
 
                  Consolidated Condensed Statements of Cash Flows (Unaudited) -
                  Nine Months Ended November 30, 1998 and 1997                           Pages  5. - 6.
 
                  Notes to Interim Consolidated Condensed Financial
                  Statements (Unaudited)                                                 Pages  7. - 8.
 
  ITEM 2.         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                    Pages  9. - 12.
 
PART II:          Other Information
 
  ITEM 6.         Exhibits and Reports on Form 8-K                                       Page   13.
 
 
Signatures                                                                               Page   14.
 
 Exhibit Index
 
  Exhibit 11     -    Computation of Earnings per Common Share
                      (See Notes to Consolidated Condensed 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-
                                   --------

<TABLE>
<CAPTION> 
                                                                            NOVEMBER              FEBRUARY
                                                                            30, 1998              28, 1998
                                                                         --------------         -------------
                                                                            (unaudited)
<S>                                                                      <C>                    <C> 
CURRENT ASSETS:
 Cash                                                                     $  6,847,897             $ 4,333,669
 Accounts receivable-net of allowance for doubtful
   accounts of $2,649,527 and $2,362,722 for November 30,
   1998 and February 28, 1998, respectively                                 36,903,228              37,351,029
 Inventories                                                                47,010,694              44,004,890
 Prepaid expenses and other current assets                                   3,912,693               4,837,007
                                                                          ------------             -----------
TOTAL CURRENT ASSETS                                                        94,674,512              90,526,595
 
PROPERTY, PLANT AND EQUIPMENT - NET (Note 2)                                 7,326,698               6,359,775
 
OTHER ASSETS
 Cost in excess of net assets acquired-net                                   1,634,639               1,752,332
 Other assets                                                                1,092,486               1,002,726
                                                                          ------------             ----------- 
                                                                          $104,728,335             $99,641,428
                                                                          ============             ===========
                                                                                
                                    -LIABILITIES AND SHAREHOLDERS' EQUITY-
                                    --------------------------------------
CURRENT LIABILITIES:
 Accounts payable                                                         $ 16,588,602             $12,112,365
 Accrued expenses                                                            2,314,969               3,196,623
                                                                          ------------             ----------- 
TOTAL CURRENT LIABILITIES                                                   18,903,571              15,308,988
                                                                          ------------             -----------
 
LONG-TERM LIABILITIES:
 Deferred income taxes                                                         418,625                 431,395
 Revolving credit line (Note 3)                                             23,000,000              25,300,000
 Long-term debt                                                                      -                       -
 Subordinated convertible notes (Note 4)                                     7,059,000               7,059,000
                                                                          ------------             -----------
TOTAL LONG-TERM LIABILTIES                                                  30,477,625              32,790,395
                                                                          ------------             -----------
 
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;                                  
   and 8,753,076 shares issued and outstanding for                                               
   November 30, 1998 and February 28, 1998, respectively                        57,770                  57,770
 Additional paid-in capital                                                 19,042,230              19,042,230
 Retained earnings                                                          37,172,027              33,532,009
                                                                          ------------             -----------
                                                                            56,272,027              52,632,009
 Less:  loan to ESOP                                                           924,888               1,089,964
                                                                          ------------             -----------
                                                                            55,347,139              51,542,045
                                                                          ------------             ----------- 
                                                                          $104,728,335             $99,641,428
                                                                          ============             ===========
</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                        F0R THE THREE MONTHS ENDED
                                  --------------------------------------            -------------------------------------
                                     NOVEMBER                NOVEMBER                 NOVEMBER                 NOVEMBER
                                     30, 1998                30, 1997                 30, 1998                 30, 1997
                                  -------------            -------------            ------------             ------------
<S>                               <C>                      <C>                      <C>                      <C> 
NET SALES                          $187,293,056             $170,977,763             $64,263,220              $60,013,458
                                  -------------            -------------            ------------             ------------
 
COSTS AND EXPENSES:
 
 Cost of sales                      146,123,662              133,859,337              50,681,732               47,065,156
 Operating expenses                  33,387,189               29,368,837              10,945,669               10,318,275
 Interest expense                     1,682,699                1,203,275                 516,304                  436,104
 Interest income                         (1,602)                 (10,109)                 (1,602)                       -
                                  -------------            -------------            ------------             ------------
                                    181,191,948              164,421,340              62,142,103               57,819,535
                                  -------------            -------------            ------------             ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES                          6,101,108                6,556,423               2,121,117                2,193,923
                                      
 Provision for income
   taxes                              2,461,090                2,677,236                 833,274                  888,540
                                  -------------            -------------            ------------             ------------
 
NET INCOME                         $  3,640,018             $  3,879,187             $ 1,287,843              $ 1,305,383
                                  =============            =============            ============             ============
 
NET INCOME PER SHARE (Note 5):
 
 Primary                           $        .42             $        .44             $       .15              $       .15
                                  -------------            -------------            ------------             ------------
 
 Fully diluted                     $        .35             $        .38             $       .12              $       .13
                                  =============            =============            ============             ============
</TABLE>
                                        

        See notes to interim consolidated condensed financial statements

                                       4
<PAGE>
 
                 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
                 ----------------------------------------------
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (unaudited)
                                                                     Page 1 of 2

<TABLE>
<CAPTION>
                                                                            FOR THE NINE MONTHS ENDED
                                                                 ----------------------------------------------
                                                                     NOVEMBER                      NOVEMBER
                                                                     30, 1998                      30, 1997
                                                                 -----------------             -----------------
<S>                                                              <C>                           <C> 
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS:
 
Cash flows from operating activities:
 Cash received from customers                                        $ 187,285,857                 $ 166,899,076
 Cash paid to suppliers and employees                                 (177,405,794)                 (171,849,296)
 Interested received                                                         1,602                        10,109
 Interest paid                                                          (1,682,699)                   (1,203,275)
 Income taxes paid                                                      (1,532,154)                   (2,943,711)
                                                                 -----------------             -----------------
   Net cash provided by (used in) operating activities                   6,666,812                    (9,087,097)
                                                                 -----------------             -----------------
 
Cash flows from investing activities:
 Capital expenditures                                                   (1,852,584)                     (863,765)
 Proceeds from sale of building                                                  -                     1,126,840
                                                                 -----------------             -----------------
   Net cash (used in) provided by investing activities                  (1,852,584)                      263,075
                                                                 -----------------             -----------------
 
Cash flows from financing activities:
 Borrowings under revolving credit line                                 43,550,000                    29,650,000
 Repayments under revolving credit line                                (45,850,000)                  (18,050,000)
 Principal payments of long-term debt                                            -                      (433,129)
 Proceeds from stock options                                                     -                       103,388
                                                                 -----------------             -----------------
   Net cash (used in) provided  by financing activities                 (2,300,000)                   11,270,259
                                                                 -----------------             -----------------
Net increase in cash and cash equivalents                                2,514,228                     2,446,237
Cash and cash equivalents, beginning of year                             4,333,669                       946,084
                                                                 -----------------             -----------------
Cash and cash equivalents, end of period                             $   6,847,897                 $   3,392,321
                                                                 =================             =================
</TABLE>


        See notes to interim consolidated condensed financial statements

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

                                                                     Page 2 of 2

<TABLE>
<CAPTION>
                                                                           FOR THE NINE MONTHS ENDED
                                                              ------------------------------------------------
                                                                    NOVEMBER                     NOVEMBER
                                                                    30, 1998                     30, 1997
                                                              -------------------          -------------------
<S>                                                             <C>                          <C> 
RECONCILIATION OF NET INCOME TO NET CASH
 PROVIDED BY (USED IN) OPERATING ACTIVITIES:
 
Net income                                                            $ 3,640,018                 $  3,879,187
                                                                     ------------                -------------
                                                                                                 
Adjustments to reconcile net income to net cash provided by                                      
  (used in) operating activities:                                                                
                                                                                                 
  Depreciation and amortization                                         1,003,354                    1,120,775
  Contribution to ESOP                                                    165,076                      104,963
  Bad debt provision                                                      455,000                      315,000
  Loss on sale of building                                                      -                       60,871
  Changes in assets and liabilities                                                              
    Decrease in accounts receivable                                        (7,199)                  (4,078,687)
    (Increase) in inventories                                          (3,005,804)                  (9,729,917)
    Decrease (increase) in prepaid expenses and other                                            
      current assets                                                      924,314                   (1,075,188)
    (Increase) in other assets                                            (89,760)                     (63,962)
    Increase in accounts payable and accrued expenses                   3,594,583                      379,747
    (Decrease) increase in deferred taxes                                 (12,770)                         114
                                                                     ------------                -------------
      Total Adjustments                                                 3,026,794                  (12,966,284)
                                                                     ------------                -------------
Net cash provided by (used in) operating activities                   $ 6,666,812                 $ (9,087,097)
                                                                     ============                =============
</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., Nu Horizons
     Eurotech Limited, NIC Eurotech Limited, Titan Logistics Corp. and Nu
     Visions Manufacturing, Inc.) contain all adjustments necessary to present
     fairly the Company's financial position as of November 30, 1998 and
     February 28, 1998 and the results of its operations for the nine and three
     month periods ended November 30, 1998 and 1997 and cash flows for the nine
     month periods ended November 30, 1998 and 1997.

     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, 1998, 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, 1998 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:

<TABLE>
<CAPTION> 
                                                                     NOVEMBER                FEBRUARY           
                                                                     30, 1998                28, 1998           
                                                               -------------------     -------------------      
     <S>                                                       <C>                     <C>                      
     Furniture, fixtures and office equipment                         $ 7,162,238             $ 6,290,449       
     Computer equipment                                                 3,434,853               3,016,739       
     Assets held under capitalized leases                                 919,834                 919,834       
     Leasehold improvements                                             1,817,045               1,254,364       
                                                                    -------------           -------------        
                                                                       13,333,970              11,481,386       
                                                                                                                
     Less:  accumulated depreciation and amortization                   6,007,272               5,121,611       
                                                                    -------------           -------------        
                                                                      $ 7,326,698             $ 6,359,775       
                                                                    =============           =============       
</TABLE>

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 (Continued)
   ------------------------------------------------------------------------
                                  (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 was amortized over
     three years. As of November 30, 1998, $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:

     Basic and diluted earnings per share have been computed in accordance with
     the adoption of SFAS No. 128. In addition, prior period per share data has
     been restated in accordance with SFAS No. 128.

     The following average shares were used in the computation of primary and
     fully diluted earnings per share:

<TABLE>
<CAPTION>
                                             Nine Months Ended                Three Months Ended 
                                                November 30,                     November 30. 
                                       -----------------------------     -------------------------------
                                           1998            1997              1998           1997
                                           ----            ----              ----           ----
     <S>                               <C>              <C>              <C>              <C> 
     Basic                                8,753,076      8,753,076          8,753,076        8,753,076 
     Diluted                             11,271,859     10,879,359         11,271,859       10,879,359  
</TABLE>


     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"), Nu Horizons Eurotech Limited, NIC Eurotech Limited, Titan
     Logistics Corp. 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, consists 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, 1998 and February 28, 1998;
     (ii) Consolidated Condensed Statements of Income for the nine and three
     month periods ended November 30, 1998 and 1997 and (iii) Consolidated
     Condensed Statements of Cash Flows for the nine and three month periods
     ended November 30, 1998 and 1997.

     Results of Operations:
     ----------------------

     Sales for the nine month period ended November 30, 1998 were $187,293,056
     as compared to $170,977,763 for the comparable period of the prior year, an
     increase of approximately $16,315,000 or 9.5%.

     Sales for the three month period ended November 30, 1998 were $64,263,220
     as compared to $60,013,458 for the comparable period of the prior year, an
     increase of approximately $4,250,000 or 7.1%. Management attributes this
     increase in sales entirely to the core semiconductor distribution business
     which has experienced substantially increased unit sales partially offset
     by excess inventory levels at the semiconductor manufacturing (supplier)
     level resulting in reduced unit pricing. Management continues to believe
     that this latter situation is temporary and expects market conditions to
     undergo a correction in the near future; however, no assurance can be given
     in this regard.

     Gross profit margins for the three and nine months ended November 30, 1998
     were 21.1% and 22.0% as compared to 21.6% and 21.7% for the comparable
     periods of the prior year. Gross profit percentages for the past several
     quarters have remained relatively stable due to substantial inventory
     oversupplies at the supplier level, as mentioned above. No assurance can be
     given that gross profit stabilization will continue in future periods.

                                       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 $29,369,000 for the
     nine months ended November 30, 1997 to approximately $33,387,000 for the
     nine months ended November 30, 1998, an increase of 13.7% or approximately
     $4,018,000. For the three months ended November 30, 1997 as compared to the
     three months ended November 30, 1998 operating expenses increased from
     approximately $10,318,000 to $10,945,000, an increase of 6.0% or
     approximately $627,000. The dollar increases in operating expenses were due
     to increases in the following expense categories: approximately $2,800,000
     or 70% of the increase for the nine month period and approximately $350,000
     or 56% of the increase for the three month period were for personnel
     related costs commissions, salaries, travel and fringe benefits. The
     remaining increases of approximately $1,218,000 and $277,000 for the nine
     and three month periods, respectively are a result of increases in various
     other selling, general and administrative expenses.

     Interest expense increased from $1,203,275 to $1,682,699 when comparing the
     nine month periods and from $436,104 to $516,304 when comparing the three
     month periods ended November 30, 1997 and 1998, respectively. These
     increases were primarily due to higher average borrowings resulting from an
     increase in the Company's cash and inventories, net of a decrease in
     accounts receivable levels.

<TABLE>
<CAPTION>
                                                                  INTEREST EXPENSE
                                         FOR THE NINE MONTHS ENDED              FOR THE THREE MONTHS ENDED
                                  -------------------------------------    --------------------------------------
                                              NOVEMBER 30,                               NOVEMBER 30,
                                       1998                 1997                  1998                  1997
                                  ---------------     ---------------       ---------------      ----------------
       <S>                        <C>                 <C>                   <C>                  <C> 
       Revolving Bank
          Credit                      $1,245,923          $  766,499              $370,712               $290,512
       Sub. Convert.                                                                                              
          Notes                          436,776             436,776               145,592                145,592
                                  --------------     ---------------        --------------       ----------------
       Total Interest
          Expense                     $1,682,699          $1,203,275              $516,304               $436,104
                                  ==============     ===============        ==============       ================
</TABLE>

     Net income for the nine month period ended November 30, 1998 was $3,640,000
     or $.35 per share diluted as compared to $3,879,187 or $.38 per share
     diluted for the nine month period ended November 30, 1997. Net income for
     the three month period ended November 30, 1998 was $1,287,843 or $.12 per
     share diluted as compared to $1,305,383 or $.13 per share diluted for the
     corresponding period of the prior year. The relative stability in earnings
     is primarily due to increased sales net of higher expenses for the periods.

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


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

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

     At November 30, 1998, the Company's current ratio was 5.0:1 as compared to
     5.9:1 at the fiscal year ended February 28, 1998. Working capital increased
     from approximately $75,218,000 as of February 28, 1998 to approximately
     $75,771,000 at November 30, 1998, while cash increased from February 28,
     1998 to November 30, 1998 by approximately $2,500,000.

     On May 23, 1997, the Company entered into a new unsecured revolving line of
     credit with two banks, which as amended, 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 was amortized over
     three years.  As of November 30, 1998, $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.

     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.

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

     Impact of Year 2000 Issue:
     --------------------------

     The year 2000 issue is the result of computer programs being written using
     two digits rather than four to define the applicable year.  Any of the
     Company's computer programs that have date-sensitive software may recognize
     a date using "00" as the year 1900 rather than the year 2000.  This could
     potentially result in a system failure or miscalculations causing
     disruptions of operations, including, among other things, a temporary
     inability to process transactions, send invoices, or engage in other
     similar normal business activities.  The Company has ensured that its
     software is already year 2000 compliant.  Nevertheless, the Company cannot
     predict the effect of the year 2000 problem on the vendors and customers
     with which the Company transacts business or with whose products the
     Company's products interact and there can be no assurance that the effect
     of the year 2000 issues on such entities will not adversely effect the
     Company's operations.  In an effort to reduce concerns relative to these
     outside sources, the Company has undertaken written communications with its
     vendors to confirm their preparedness relative to the year 2000 issue and,
     with respect to vendors, their continued ability to produce and deliver the
     products the Company purchases for resale.

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

     Since the inception of operations, inflation has not significantly effected
     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 effect 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, 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

         None

ITEM 6.  Exhibits and Reports:

         (a)  Exhibits:

                 11.  Computation of Earnings per Common Share

                 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 11, 1999              Arthur Nadata, President and
                                        Chief Executive Officer
 
 
 
                                        /s/ Paul Durando
                                        ----------------------------------------
Date:     January 11, 1999              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 NOVEMBER 30, 1998

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                      OF THE SECURITIES EXCHANGE ACT 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

<PAGE>
 
                         NU HORIZONS ELECTRONICS CORP.
                                  EXHIBIT 11

                   COMPUTATION OF EARNINGS PER COMMON SHARE
                   ----------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS ENDED                        FOR THE NINE MONTHS
                                                                                                 ENDED
                                 ---------------------------------------     -------------------------------------------
                                      NOVEMBER              NOVEMBER               NOVEMBER                NOVEMBER
                                      30, 1998              30, 1997                30, 1998                30, 1997
                                 -----------------     -----------------     -------------------     -------------------
<S>                                <C>                   <C>                   <C>                     <C> 
BASIC EARNINGS:
- ---------------
 
Net Income                             $ 1,287,843           $ 1,305,385             $ 3,640,018             $ 3,879,187
                                 =================     =================     ===================     ===================
 
Weighted average number of
common shares outstanding                8,753,076             8,753,076               8,753,076               8,753,076
                                 =================     =================     ===================     ===================
 
BASIC EARNINGS PER COMMON SHARE        $       .15           $       .15             $       .42             $       .44
                                       ===========           ===========             ===========             ===========

 
DILUTED EARNINGS:
- -----------------
 
Net Income                             $ 1,287,843           $ 1,305,385             $ 3,640,018             $ 3,879,187
Net (after tax) interest expense
related to convertible debt                 85,000                85,000                 255,000                 255,000
                                 -----------------     -----------------     -------------------     -------------------
Net income as adjusted                 $ 1,372,843           $ 1,390,385             $ 3,895,018             $ 4,134,187
                                 =================     =================     ===================     ===================
 
SHARES:
- -------
 
Weighted average number of
common shares outstanding                8,753,076             8,753,076               8,753,076               8,753,076
 
Stock options                            1,734,450             1,341,950               1,734,450               1,341,950
 
Assuming conversion of
convertible debt                           784,333               784,333                 784,333                 784,333
                                 -----------------     -----------------     -------------------     -------------------
 
Weighted average number of
common shares outstanding as
adjusted                                11,271,859            10,879,359              11,271,859              10,879,359
                                 =================     =================     ===================     ===================
 
DILUTED EARNINGS PER
COMMON SHARE
SHARE                                  $       .12           $       .13             $       .35             $       .38
                                       ===========           ===========             ===========             ===========
</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, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-28-1999
<PERIOD-START>                             MAR-01-1998
<PERIOD-END>                               NOV-30-1998
<CASH>                                       6,847,897
<SECURITIES>                                         0
<RECEIVABLES>                               39,552,755
<ALLOWANCES>                                 2,649,527
<INVENTORY>                                 47,010,694
<CURRENT-ASSETS>                            94,674,512
<PP&E>                                      13,333,970
<DEPRECIATION>                               6,007,272
<TOTAL-ASSETS>                             104,728,335
<CURRENT-LIABILITIES>                       18,903,571
<BONDS>                                     30,477,625
                                0
                                          0
<COMMON>                                        57,770
<OTHER-SE>                                  55,289,369
<TOTAL-LIABILITY-AND-EQUITY>               104,728,335
<SALES>                                    187,293,056
<TOTAL-REVENUES>                           187,293,056
<CGS>                                      146,123,662
<TOTAL-COSTS>                              146,123,662
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               455,000
<INTEREST-EXPENSE>                           1,682,699
<INCOME-PRETAX>                              6,101,108
<INCOME-TAX>                                 2,461,090
<INCOME-CONTINUING>                          3,640,018
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,640,018
<EPS-PRIMARY>                                      .42
<EPS-DILUTED>                                      .35
        

</TABLE>


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