-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AfOgC4JQZOVQsxDJGhso3fRFgyUt3uI09YCuCX6revT12VjSM/tvrOUzxn0qdiZb GGmbYG0kV7gnBV33XZNrNw== 0000932214-03-000090.txt : 20030516 0000932214-03-000090.hdr.sgml : 20030516 20030516093659 ACCESSION NUMBER: 0000932214-03-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NU HORIZONS ELECTRONICS CORP CENTRAL INDEX KEY: 0000718074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 112621097 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08798 FILM NUMBER: 03707269 BUSINESS ADDRESS: STREET 1: 70 MAXESS RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163965000 MAIL ADDRESS: STREET 1: 70 MAXESS ROAD STREET 2: 6000 NEW HORIZONS BLVD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 pressrelease8-k.txt REGULATION FD DISCLOSURE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 16, 2003 (Date of earliest event reported) Nu Horizons Electronics Corp ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-08798 11-2621097 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 70 Maxess Road, Melville, New York 11747 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (631) 396-5000 ----------------------------------------------------------------------------- (Registrant's telephone number including area code) N/A ----------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. Exhibits - -------- 99.1 Press release dated May 16, issued by Nu Horizons Electronics Corp. ("Registrant"). Item. 9. Regulation FD Disclosure The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition." On May 16, 2003, the Registrant issued a press release announcing the Registrant's financial results for the fourth quarter and fiscal year ended February 28, 2003. A copy of the Registrant's press release is attached hereto as Exhibit 99.1. The information in this Form 8-K is being furnished under Item 9 and Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE --------- 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 hereunto duly authorized. Nu Horizons Electronics Corp. By: /s/Paul Durando ------------------------ Paul Durando Vice President - Finance Date: May 16, 2003 EX-99.1 3 pressreleaseexhibit.txt PRESS RELEASE Nu Horizons Nu Horizons Electronics Corp. 70 Maxess Road Melville, NY 11747 631-396-5000 Fax: 631-396-5060 Company Contact: Paul Durando Nu Horizons Electronics Corp. 631-396-5000 FOR IMMEDIATE RELEASE - --------------------- NU HORIZONS REPORTS FOURTH QUARTER AND FISCAL YEAR END 2003 EARNINGS MELVILLE, NY, May 16, 2003--- Nu Horizons Electronics Corp. (Nasdaq/NM: NUHC), a leading distributor of active and passive electronic components today reported financial and operating results for the fourth quarter and year ended February 28, 2003. Net sales from continuing operations for the fourth quarter increased to $70.9 million from $64.0 million for the comparable period last year. Net loss from continuing operations for the quarter was $1.8 million or $0.11 per share on 16,663,817 shares outstanding, compared with a net loss from continuing operations of $2.3 million or $0.14 per share on 16,609,005 shares outstanding in the same period last year. For the fiscal year ended February 28, 2003, net sales from continuing operations increased to $302.1 million from $281.9 million in the comparable period last year. Net loss from continuing operations for fiscal 2003 was $2.5 million or $0.15 per share on 16,663,817 shares outstanding, compared with a net loss from continuing operations of $2.8 million, or $.17 per share on 16,574,911 shares outstanding in the year-earlier period. Included in the fourth quarter of fiscal year 2002 results is a one time charge of $1.1 million representing impairment of the valuation for goodwill. This impairment accounted for a loss from continuing operations for both the year and the fourth quarter of fiscal 2002 of $.07 per share. There was no charge in fiscal 2003 nor is there any remaining goodwill on the balance sheet. On August 23, 2001, the Company sold its contract-manufacturing subsidiary, located in Springfield, Mass. Earnings for the reported periods and the gain on the sale of this operation are reported separately as discontinued operations for fiscal 2002. The sale of the Company's contract-manufacturing facility resulted in an approximate after-tax gain of $4.2 million or approximately $0.25 per basic share and $0.24 per diluted share in fiscal 2002. (more) NUHC Reports Fourth Quarter Fiscal 2003 Results Page 2 Net income from discontinued operations for the fiscal year ended February 28, 2002 was $799,000 or $0.05 per basic and diluted share. There was no income or loss from discontinued operations in the fiscal year ended February 28, 2003. Commenting on the Company's operating results, Arthur Nadata, President and Chief Executive Officer, stated, "Achieving a modest 7% increase in top line sales dollars coupled with a 7% reduction in combined operating and interest expenses was not enough to offset the 3.1% reduction in gross margin percentage due to continued pricing pressures in the semiconductor component marketplace. Nevertheless we continued to strengthen our balance sheet by generating approximately $31 million in free cash flow, using $2,500,000 to reduce our remaining indebtedness to zero with $28,500,000 being added to cash and cash equivalents. Nadata concluded, "Calendar 2002 appears to have been a stabilizing year for the electronic component industry overall, with calendar 2001 appearing to be the low point in the down cycle. We saw a moderate increase in sales dollar volume, albeit accompanied by continued downward margin pressures. We believe this stability will continue and that we see the beginnings of a moderate improvement in the components market worldwide, along with a marked improvement in our current book to bill ratio. Although we cannot predict when the semiconductor and passive component marketplace will recover to pre-fiscal 2001 levels, we believe these indicators, coupled with a better than one to one book to bill ratio for the last several months of our fiscal year, are the first indicators of a potential gradual segment recovery." A conference call to further discuss earnings will be held today at 4:15 PM ET. The call can be accessed by dialing (800) 915-4836, (international, dial 1-973-317-5319), refer to NuHorizons call. A webcast of the call will also be available online after the call at www.nuhorizons.com. and a transcript of the webcast will remain available on that website for a period of twelve months after the call. In connection with the conference call, Nu Horizons has posted on its website certain information regarding its fourth quarter and fiscal year financial results. Nu Horizons is a national distributor of high technology electronic components, which provide innovative, total semiconductor solutions through products and technologies that are faster, smaller and lower powered. Nu Horizons was established in 1982 and currently has 30 branch and subsidiary offices located in the U.S., Asia and Europe. For more information, visit the Nu Horizons' home page at http://www.nuhorizons.com. The Company does not undertake any obligation to update its forward-looking statements. # # # Except for historical information contained herein, the matters set forth in this news release 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 electronic 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. (Tables Follows) NUHC Reports Fourth Quarter Fiscal 2003 Results Page 3 NU HORIZONS ELECTRONICS CORP. Consolidated Statement of Operations
For The Three Months Ended For The Year Ended -------------------------- ------------------ 02/28/03 02/28/02 02/28/03 02/28/02 NET SALES $ 70,927,941 $ 64,002,942 $ 302,080,809 $ 281,912,508 ------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of sales 58,064,130 51,135,344 246,852,741 221,690,082 Operating expenses 14,602,507 14,048,358 57,439,743 60,377,685 Impairment of goodwill - 1,124,636 - 1,124,636 Interest expense - net (9,693) 179,774 98,068 1,517,262 ------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES 72,656,944 66,488,112 304,390,552 284,709,665 ------------------------------------------------------------------------- (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST (1,729,003) (2,485,170) (2,309,743) (2,797,157) Provision (credit) for income taxes (514,121) (338,176) (539,927) (503,742) ------------------------------------------------------------------------- (LOSS) BEFORE MINORITY INTERESTS (1,214,882) (2,146,994) (1,769,816) (2,293,415) Minority interest in earnings of subsidiary (560,737) (112,139) (741,822) (469,151) ------------------------------------------------------------------------- (LOSS) FROM CONTINUING OPERATIONS (1,775,619) (2,259,133) (2,511,638) (2,762,566) ------------------------------------------------------------------------- DISCONTINUED OPERATIONS Income from operations of contract manufacturing division disposed of - net of income taxes - - - 798,735 Gain on sale - net of income taxes - - - 4,183,507 ------------------------------------------------------------------------- - - - 4,982,242 ------------------------------------------------------------------------- NET INCOME (LOSS) $ (1,775,619) $ (2,259,133) $ (2,511,638) $ 2,219,676 ========================================================================= NET INCOME (LOSS) PER COMMON SHARE - BASIC: Continuing operations $(.11) $(.14) $(.15) $(.17) Discontinued operations - - - .30 ------------------------------------------------------------------------- $(.11) $(.14) $(.15) $ .13 ========================================================================= NET INCOME (LOSS) PER COMMON SHARE - DILUTED: Continuing operations $(.10) $(.13) $(.14) $(.16) Discontinued operations - - - .29 ------------------------------------------------------------------------- $(.10) $(.13) $(.14) $ .13 ========================================================================= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 16,663,817 16,609,005 16,663,817 16,574,911 Diluted 17,418,739 17,477,151 17,418,739 17,430,332
(more) NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES - ---------------------------------------------- Consolidated Balance Sheets - --------------------------- NUHC Reports Fourth Quarter Fiscal 2003 Results
-ASSETS- -------- CURRENT ASSETS: February February 28, 2003 28, 2002 ------------------------------------------ Cash $ 31,345,616 $ 2,689,978 Accounts receivable - net of allowance for doubtful accounts of $4,083,590 and $4,445,901 for 2003 and 2002, respectively 39,092,343 40,018,469 Inventories 66,073,022 95,076,198 Prepaid expenses and other current assets 2,952,665 3,726,568 -------------------------------------------- TOTAL CURRENT ASSETS 139,463,646 141,511,213 PROPERTY, PLANT AND EQUIPMENT - NET 5,150,499 6,145,476 OTHER ASSETS: Subordinated note receivable 2,000,000 2,000,000 Other assets 1,485,044 1,661,772 -------------------------------------------- $ 148,099,189 $ 151,318,461 ============================================
-LIABILITIES AND SHAREHOLDERS' EQUITY- ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 16,732,172 $ 13,637,730 Accrued expenses 5,939,395 7,083,324 -------------------------------------------- TOTAL CURRENT LIABILITIES 22,671,567 20,721,054 -------------------------------------------- LONG-TERM LIABILITIES: Revolving credit line - 2,500,000 Deferred income taxes 252,832 231,598 -------------------------------------------- TOTAL LONG-TERM LIABILITIES 252,832 2,731,598 -------------------------------------------- MINORITY INTEREST IN SUBSIDIARIES 1,182,449 1,392,632 -------------------------------------------- COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY: Preferred stock, $1 par value, 1,000,000 shares authorized; none issued or outstanding - - Common stock, $.0066 par value, 50,000,000 shares authorized; 16,663,817 and 16,609,005 shares issued and outstanding for 2003 and 2002, respectively 109,981 109,619 Additional paid-in capital 42,925,545 42,600,827 Retained earnings 81,498,759 84,010,397 Other accumulated comprehensive income (loss) (541,944) (247,666) -------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 123,992,341 126,473,177 -------------------------------------------- $ 148,099,189 $ 151,318,461 ============================================
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