-----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, CYwanD2LpLKfkP1wqMULWFILaN+98sm1/bDtUr5Lj4c9l7aVGeSsZWjlaazEmWPP OqZQTEGVx9EYpktG8fWDng== 0000950130-97-000107.txt : 19970114 0000950130-97-000107.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950130-97-000107 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970113 SROS: NASD 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08798 FILM NUMBER: 97504651 BUSINESS ADDRESS: STREET 1: 6000 NEW HORIZONS BLVD CITY: AMITYVILLE STATE: NY ZIP: 11701 BUSINESS PHONE: 5162266000 MAIL ADDRESS: STREET 2: 6000 NEW HORIZONS BLVD CITY: AMITYVILLE STATE: NY ZIP: 11701 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended Commission file number November 30, 1996 1-8798 - ------------------------- ------------------------- Nu Horizons Electronics Corp. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-2621097 - ----------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6000 New Horizons Blvd., Amityville, New York 11701 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (516) 226-6000 - -------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X --- NO ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock - Par Value $.0066 8,732,299 ------------------------------- ------------------- Class Outstanding Shares NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- INDEX ----- Page(s) PART I. Financial Information: ITEM 1. Financial Statements Consolidated Condensed Balance Sheets - November 30, 1996 (Unaudited) and February 29, 1996 3. Consolidated Condensed Statements of Income (Unaudited) - Nine Months and Three Months Ended November 30, 1996 and 1995 4. Consolidated Condensed Statements of Cash Flows (Unaudited) - Nine Months Ended November 30, 1996 and 1995 5. - 6. Notes to Interim Consolidated Condensed Financial Statements (Unaudited) 7. - 8. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9. - 12. PART II. Other Information ITEM 6. Exhibits and Reports on Form 8-K 13. SIGNATURES 14. INDEX TO EXHIBITS Exhibit 11 - Computation of Earnings per Common Share Exhibit 27 - Financial Data Schedule 2 PART 1. FINANCIAL INFORMATION ITEM 1. Financial Statements NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- CONSOLIDATED CONDENSED BALANCE SHEETS ------------------------------------- -ASSETS- --------
NOVEMBER FEBRUARY 30, 1996 29, 1996 ----------- ----------- (unaudited) CURRENT ASSETS: Cash $ 1,330,341 $ 874,267 Accounts receivable-net of allowance for doubtful accounts of $1,937,947 and $1,509,802 for November 30, 1996 and February 29, 1996, respectively 29,263,322 30,005,182 Inventories 37,001,112 36,808,915 Prepaid expenses and other current assets 3,216,293 1,013,923 ----------- ----------- TOTAL CURRENT ASSETS 70,811,068 68,702,287 PROPERTY, PLANT AND EQUIPMENT - NET (Note 2) 3,292,729 3,439,804 OTHER ASSETS Costs in excess of net assets acquired - Net 1,948,487 2,066,180 Other Assets 1,292,280 1,251,315 ----------- ----------- $77,344,564 $75,459,586 =========== ===========
-LIABILITIES AND SHAREHOLDERS' EQUITY- -------------------------------------- CURRENT LIABILITIES: Accounts payable $ 5,257,778 $ 7,898,757 Accrued expenses 5,579,778 2,254,878 Current portion of long-term debt 324,171 373,930 Income taxes - 220,288 Other current liabilities 50,327 - ----------- ----------- TOTAL CURRENT LIABILITIES 11,212,054 10,747,853 ----------- ----------- LONG-TERM LIABILITIES: Deferred income taxes 200,288 115,577 Revolving credit line (Note 3) 13,000,000 17,300,000 Long-term debt 482,977 678,453 Subordinated convertible notes (Note 4) 7,059,000 9,000,000 ----------- ----------- TOTAL LONG-TERM LIABILITIES 20,742,265 27,094,030 ----------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY : Preferred stock, $1 par value, 1,000,000 shares authorized; none issued or outstanding - - Common stock, $.0066 par value, 20,000,000 shares authorized; 8,732,299 and 8,423,137 shares issued and outstanding for November 30, 1996 and February 29, 1996, respectively 57,632 55,593 Additional paid-in capital (Note 4) 18,938,985 16,821,502 Retained earnings 26,708,516 21,160,458 ----------- ----------- 45,705,133 38,037,553 Less: loan to ESOP 314,888 419,850 ----------- ----------- 45,390,245 37,617,703 ----------- ----------- $77,344,564 $75,459,586 =========== ===========
See notes to interim consolidated condensed financial statements. 3 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF INCOME ------------------------------------------- (unaudited)
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED --------------------------- -------------------------- NOVEMBER NOVEMBER NOVEMBER NOVEMBER 30, 1996 30, 1995 30, 1996 30, 1995 ------------ ------------ ----------- ----------- NET SALES $162,414,223 $149,874,502 $53,958,639 $55,066,644 ------------ ------------ ----------- ----------- COSTS AND EXPENSES: Cost of sales 126,053,270 114,584,192 41,894,971 41,983,941 Operating expenses 25,715,806 22,186,588 8,606,684 7,699,044 Interest expense 1,341,656 1,479,951 532,285 545,290 Interest income (8,132) (2,537) - - ------------ ------------ ----------- ----------- 153,102,600 138,248,194 51,033,940 50,228,275 ------------ ------------ ----------- ----------- INCOME BEFORE PROVISION FOR INCOME TAXES 9,311,623 11,626,308 2,924,699 4,838,369 Provision for income taxes 3,763,565 4,755,160 1,182,805 2,004,226 ------------ ------------ ----------- ----------- NET INCOME $ 5,548,058 $ 6,871,148 $ 1,741,894 $ 2,834,143 ============ ============ =========== =========== NET INCOME PER SHARE (Note 5): Primary $ .61 $ .85 $ .20 $ .34 ============ ============ =========== =========== Fully diluted $ .54 $ .71 $ .17 $ .29 ============ ============ =========== ===========
See notes to interim consolidated condensed financial statements. 4 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS ----------------------------------------------- (unaudited) FOR THE NINE MONTHS ENDED ------------------------------------ NOVEMBER 30, 1996 NOVEMBER 30, 1995 ----------------- ----------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash flows from operating activities: Cash received from customers $ 162,717,083 $ 141,605,743 Cash paid to suppliers and employees (150,544,749) (145,064,324) Interest received 8,132 2,537 Interest paid (1,341,656) (1,479,951) Income taxes paid (5,568,042) (3,008,216) ------------- ------------- Net cash provided by (used-in) operating activities 5,270,768 (7,944,211) ------------- ------------- Cash flows from investing activities: Capital expenditures (447,981) (708,005) Purchase of stock for ESOP - (559,800) ------------- ------------- Net cash (used in) investing activities (447,981) (1,267,805) ------------- ------------- Cash flows from financing activities: Borrowings under revolving credit line 21,150,000 50,200,000 Repayments under revolving credit line (25,450,000) (40,600,000) Principal payments of long-term debt (245,235) (225,325) Proceeds from stock options 178,522 54,313 Proceeds from long-term debt - 559,800 ------------- ------------- Net cash (used in) provided by financing activities (4,366,713) 9,988,788 ------------- ------------- Net increase in cash and cash equivalents 456,074 776,772 Cash and cash equivalents, beginning of year 874,267 498,919 ------------- ------------- Cash and cash equivalents, end of period $ 1,330,341 $ 1,275,691 ============= ============= See notes to interim consolidated condensed financial statements. 5 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) ----------------------------------------------------------- (unaudited) FOR THE NINE MONTHS ENDED ------------------------------------- NOVEMBER 30, 1996 NOVEMBER 30, 1995 ----------------- ----------------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 5,548,058 $ 6,871,148 ----------- ------------ Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 904,813 844,366 Contribution to ESOP 104,962 104,962 Bad debt provision 439,000 635,000 Changes in assets and liabilities: Decrease (increase) in accounts receivabl 302,860 (8,268,759) (Increase) in inventories (192,197) (13,463,183) (Increase) decrease in prepaid expenses and other current assets (2,202,370) 824,752 (Increase) in other assets (233,029) (226,921) Increase in accounts payable and accrued expenses 683,921 3,528,411 (Decrease) increase in income taxes (220,288) 708,798 Increase in current liabilities 50,327 - Increase in deferred taxes 84,711 497,215 ----------- ------------ Total adjustments (277,290) (14,815,359) ----------- ------------ Net cash provided by (used in) operating activities $ 5,270,768 $ (7,944,211) =========== ============ See notes to interim consolidated condensed financial statements. 6 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ------------------------------------------------------------ (unaudited) 1. In the opinion of management, the accompanying unaudited interim consolidated condensed financial statements of Nu Horizons Electronics Corp. (the "Company") and its subsidiaries (Nu Horizons/Merit Electronics Corp., NIC Components Corp., Nu Horizons International Corp. and Nu Visions Manufacturing, Inc.) contain all adjustments necessary to present fairly the Company's financial position as of November 30, 1996 and February 29, 1996 and the results of its operations for the nine and three month periods ended November 30, 1996 and 1995 and cash flows for the nine month periods ended November 30, 1996 and 1995. The accounting policies followed by the Company are set forth in Note 2 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended February 29, 1996, which is incorporated herein by reference. Specific reference is made to this report for a description of the Company's securities and the notes to consolidated financial statements included therein. The results of operations for the nine and three month periods ended November 30, 1996 are not necessarily indicative of the results to be expected for the full year. 2. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment consists of the following: NOVEMBER FEBRUARY 30, 1996 29, 1996 ---------- ---------- Land $ 266,301 $ 266,301 Building and improvements 1,738,764 1,747,930 Furniture, fixtures and office equipment 2,349,865 2,037,183 Computer equipment 2,423,047 2,278,582 Assets held under capitalized leases 919,834 919,834 ---------- ---------- 7,697,811 7,249,830 Less: accumulated depreciation and amortization 4,405,082 3,810,026 ---------- ---------- $3,292,729 $3,439,804 ========== ========== 3. BANK LINE OF CREDIT: In February, 1988 the Company entered into a revolving credit agreement, as amended, with its bank which provides for a $25,000,000 unsecured revolving line of credit at the bank's prime rate through April 8, 2000. Direct borrowings under the line of credit were $13,000,000 and $17,300,000 at November 30, 1996 and February 29, 1996, respectively. 7 NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES ---------------------------------------------- NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ------------------------------------------------------------ (unaudited) 4. SUBORDINATED CONVERTIBLE NOTES: In a private placement completed on August 31, 1994, the Company issued $15 million principal amount of Subordinated Convertible Notes, which are due in $5,000,000 increments on August 31, 2000, 2001 and 2002. The notes are subordinate in right of payment to all existing and future senior indebtedness of the Company. The notes bear interest at 8.25%, payable quarterly on November 30, February 28, May 31 and August 31. The notes are convertible into shares of common stock at a conversion price of $9.00 per share. The cost of issuing these notes was $521,565 and is being amortized over the life of the notes. As of November 30, 1996, $7,941,000 of the notes have been converted into 882,333 shares of common stock and $7,059,000 principal amount of subordinated convertible notes remained outstanding and are due in increments of $2,353,000 on August 31, 2000, 2001 and 2002. 5. NET INCOME PER SHARE: Net income per share has been computed on the basis of the weighted average number of common shares and common equivalent shares outstanding during each period presented. Fully diluted earnings per share has been computed assuming conversion of all dilutive stock options. The following average shares were used in the computation of primary and fully diluted earnings per share: Nine Months Ended Three Months Ended November 30, November 30, 1996 1995 1996 1995 ------------ ---------- ---------- ---------- Primary 9,141,531 8,098,973 8,887,610 8,310,144 Fully diluted 10,843,359 10,410,189 10,843,359 10,416,109 All per share amounts have been retroactively restated as a result of stock dividends and a three for two stock split. A detailed computation of earnings per common share appears in Exhibit 11 of this Form 10-Q. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS: -------------------------- Introduction: ------------- Nu Horizons Electronics Corp. (the "Company") and its wholly-owned subsidiaries, Nu Horizons/Merit Electronics Corp. ("Merit"), NIC Components Corp. ("NIC") and Nu Horizons International Corp. ("International"), are engaged in the distribution of high technology active and passive electronic components to a wide variety of original equipment manufacturers ("OEMs") of electronic products. Active components distributed by the Company include semiconductor products such as memory chips, microprocessors, digital and linear circuits, microwave/RF and fiberoptic components, transistors and diodes. Passive components distributed by NIC, principally to OEMs and other distributors nationally, consist of a high technology line of chip and leaded components including capacitors, resistors and related networks. Nu Visions Manufacturing, Inc. ("NUV") located in Springfield, Massachusetts, another subsidiary of the Company, is a contract assembler of circuit boards, harnesses and related electromechanical devices for various OEM's. The financial information presented herein includes: (i) Consolidated condensed balance sheets as of November 30, 1996 and February 29, 1996; (ii) Consolidated condensed statements of income for the nine and three month periods ended November 30, 1996 and 1995 and (iii) Consolidated condensed statements of cash flows for the nine month periods ended November 30, 1996 and 1995. Results of Operations: ---------------------- Sales for the nine month period ended November 30, 1996 were $162,414,223 as compared to $149,874,502 for the comparable period of the prior year, an increase of $12,539,721 or 8.4% However, approximately $12,956,000 or 103% of the nine month increase relates to the first fiscal quarter of 1997, ended May 31, 1996, as compared to the first fiscal quarter of 1996, ended May 31, 1995. Sales for the three month period ended May 31, 1996 were a record $57,672,540 as compared to $44,716,053 for the comparable period of the prior year, an increase of approximately 29%. Management attributes the increase in sales for that period to the following sales categories: Approximately $2,006,000 or 16% of the overall increase resulted from incremental sales generated by the West Coast distribution group which consists of the San Jose, Irvine, Los Angeles and San Diego branches. Approximately $934,000 or 7% of the increase was generated by the Nu Visions Manufacturing subsidiary. The balance of the increase, approximately $10,016,000 or 77% resulted from incremental sales generated by the core distribution business through greater market penetration and overall strength in the electronic industry at that time. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS (Continued): -------------------------------------- Results of Operations (Continued): ---------------------------------- Sales for the six month period ended November 30, 1996 were $104,741,683 as compared to $105,158,449 for the comparable period of the prior year, a nominal decrease of approximately $417,000. Sales for the three month period ended November 30, 1996 were $53,958,639 as compared to $55,066,644 for the comparable period of the prior year. Management attributes these reductions in sales entirely to the core semiconductor distribution business which experienced excess inventory levels at the semiconductor manufacturing (supplier) level which resulted in reduced unit pricing and lower overall sales volume. Management believes that this situation is temporary and is now in the process of correction; however, no assurance can be given in this regard. Gross profit margins for the three and nine months ended November 30, 1996 were 22.4% and 22.4% as compared to 23.8% and 23.5% respectively for the comparable periods of the prior year. Management attributes this lower profit margin primarily to a general downward correction of selling prices in the marketplace, for both semiconductors and passive components, during the periods ended November 30, 1996, and a greater volume of larger orders at lower gross profit margins. Operating expenses have increased from approximately $22,187,000 for the nine months ended November 30, 1995 to approximately $25,716,000 for the nine months ended November 30, 1996, an increase of 16% or approximately $3,529,000. For the three months ended November 30, 1995 as compared to the three months ended November 30, 1996 operating expenses increased from approximately $7,699,000 to $8,607,000, an increase of 12%, or approximately $908,000. As a percentage of sales, operating expenses for the nine and three month periods increased from 14.8% and 14.0% respectively to 15.8% and 15.9% respectively. The dollar increases in operating expenses were due to increases in the following expense categories: Approximately $3,108,000 or 88% of the increase for the nine month period and approximately $582,000 or 64% of the increase for the three month period, were for personnel related costs - commissions, salaries, travel, fringe benefits. These increases were required to produce the increased sales in the first quarter and planned increased sales levels in the second and third quarters which did not materialize as discussed above. The remaining increases of approximately $421,000 and $326,000 for the nine and three month periods respectively are a result of increases in various other operating expenses. Interest expense decreased from $1,479,951 to $1,341,656 when comparing the nine month periods and from $545,290 to $532,285 when comparing the three month periods ended November 30, 1995 and 1996. This decrease was primarily due to the interest on higher levels of bank debt during the nine month period being more than offset by the lower amount of outstanding subordinated convertible debt (see Note 4 of the Consolidated Financial Statements). The increase in bank debt levels during the nine month period was primarily due to an increase in borrowings, resulting from an increase in the Company's accounts receivable and inventory levels, required to support the increased sales volume in the current nine month period. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS (Continued): -------------------------------------- Results of Operations (Continued): ---------------------------------- INTEREST EXPENSE ---------------- FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED ------------------------- -------------------------- NOVEMBER NOVEMBER NOVEMBER NOVEMBER 30, 1996 30, 1995 30, 1996 30, 1995 ---------- ---------- --------- --------- Revolving Bank Credit $ 878,286 $ 613,701 $ 386,693 $ 297,790 Sub. Convert. Notes 463,370 866,250 145,592 247,500 ---------- ---------- --------- --------- Total Interest Expense $1,341,656 $1,479,951 $ 532,285 545,290 ========== ========== ========= ========= Net income for the nine month period ended November 30, 1996 was $5,548,058 or $.54 per share fully diluted as compared to $6,871,148 or $.71 per share fully diluted for the nine month period ended November 30, 1995. Net income for the three month period ended November 30, 1996 was $1,741,894 or $.17 per share fully diluted as compared to $2,834,143 or $.29 per share fully diluted for the corresponding period of the prior year. The decreases in earnings were primarily due to lower gross profit margins and higher operating expenses net of lower interest expense for the periods. Liquidity and Capital Resources: -------------------------------- At November 30, 1996 the Company's current ratio was 6.3:1 as compared to 6.4:1 at the fiscal year ended February 29, 1996. Working capital increased from approximately $57,954,000 as of February 29, 1996 to approximately $59,599,000 at November 30, 1996, while cash increased from February 29, 1996 to November 30, 1996 by approximately $456,000. The primary reasons for the increase in working capital was the increase in cash and an increase in inventories financed primarily through long term debt during the current period. These increases were required to support the increased sales activity over the nine month period. In February 1988, the Company entered into an unsecured revolving line of credit agreement, as amended, which provides for maximum borrowings of $25,000,000 at the bank's prime rate with payments of interest only through April 8, 2000. At November 30, 1996 $13,000,000 was outstanding under this line of credit as compared to $17,300,000 at February 29, 1996. In a private placement completed on August 31, 1994, the Company issued $15 million principal amount of Subordinated Convertible Notes, which are due in $5,000,000 increments on August 31, 2000, 2001 and 2002. The notes are subordinate in right of payment to all existing and future senior indebtedness of the Company. The notes bear interest at 8.25%, payable quarterly on November 15, February 15, May 15 and August 15. The notes are convertible into shares of common stock at a conversion price of $9.00 per share. The cost of issuing these notes was $521,565 and is being amortized over the life of the notes. The Company has registered, under the Securities Act of 1933, for the resale by the holders thereof, 117,666 shares of common stock, representing the number of shares of common stock obtainable by such holders upon conversion of $1,059,000 of the outstanding principal amount of such notes. As of November 30, 1996, $7,941,000 of the notes have been converted into 882,333 shares of common stock and $7,059,000 principal amount of subordinated convertible notes remained outstanding and are due in increments of $2,353,000 on August 31, 2000, 2001 and 2002. No assurance can be given that the notes will be converted or that the shares of common stock underlying the notes will be sold by the holders thereof. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS (Continued): -------------------------------------- Liquidity and Capital Resources: -------------------------------- The Company anticipates that its resources provided by its cash flow from operations and its bank line of credit will be sufficient to meet its financing requirements for at least the next twelve month period. Inflationary Impact: -------------------- Since the inception of operations, inflation has not significantly affected the operating results of the Company. However, inflation and changing interest rates have had a significant effect on the economy in general and therefore could affect the operating results of the Company in the future. Other: ------ Except for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Potential risks and uncertainties include such factors as the level of business and consumer spending for electronic products, the amount of sales of the Company's products, the competitive environment within the electronics industry, the ability of the Company to continue to expand its operations, the level of costs incurred in connection with the Company's expansion efforts, economic conditions in the semiconductor industry and the financial strength of the Company's customers and suppliers. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. 12 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings There are no material legal proceedings against the Company or in which any of their property is subject. ITEM 2. Changes in Securities None ITEM 3. Defaults upon Senior Securities None ITEM 4. Submission of Matters to a Vote of Security Holders None ITEM 5. Other Information On October 16, 1996, David Siegel resigned as a director of the Company ITEM 6. Exhibits and Reports: (a) Exhibits: Exhibit 11 - Computation of Earnings per Common Share Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K None 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Nu Horizons Electronics Corp. ----------------------------- Registrant /s/ Arthur Nadata ---------------------------------------- Date: January 13, 1997 Arthur Nadata, President and Chief Executive Officer /s/ Paul Durando ---------------------------------------- Date: January 13, 1997 Paul Durando, Vice President-Finance and Chief Financial Officer 14 EX-11 2 STATEMENT RE COMPUTATION OF SHARES NU HORIZONS ELECTRONICS CORP. EXHIBIT 11 COMPUTATION OF EARNINGS PER COMMON SHARE ---------------------------------------- (Unaudited)
FOR THE NINE MONTHSENDED FOR THE THREE MONTHS ENDED -------------------------- ---------------------------- NOVEMBER NOVEMBER NOVEMBER NOVEMBER 30, 1995 30, 1996 30, 1995 30, 1996 ------------ ----------- ------------- ------------- PRIMARY EARNINGS: - ---------------- NET INCOME $ 5,548,058 $ 6,871,148 $ 1,741,894 $ 2,834,143 =========== =========== =========== =========== WEIGHTED AVERAGE SHARES: Common shares outstanding 8,732,299 8,081,844 8,732,299 8,081,844 Common share equivalents 409,232 17,129 155,311 228,300 ----------- ----------- ----------- ----------- Weighted average number of common shares and common share equivalents outstanding 9,141,531 8,098,973 8,887,610 8,310,144 =========== =========== =========== =========== PRIMARY EARNINGS PER COMMON SHARE: $ .61 $ .85 $ .20 $ .34 =========== =========== =========== =========== FULLY DILUTED EARNINGS: - -------------------------- Net Income $ 5,548,058 $ 6,871,148 $ 1,741,894 $ 2,834,143 Net (after tax) interest expense related to convertible debt 273,389 534,764 85,900 170,825 ----------- ----------- ----------- ----------- NET INCOME AS ADJUSTED $ 5,821,447 $ 7,405,912 $ 1,827,794 $ 3,004,968 =========== =========== =========== =========== SHARES: Weighted average number of common shares and common share equivalents outstanding 9,141,531 8,098,973 8,887,610 8,310,144 Additional options not included above 917,495 681,587 1,171,416 550,410 Assuming conversion of convertible debt 784,333 1,629,629 784,333 1,555,555 ----------- ----------- ----------- ----------- Weighted average number of common shares outstanding as adjusted 10,843,359 10,410,189 10,843,359 10,416,109 =========== =========== =========== =========== FULLY DILUTED EARNINGS PER COMMON SHARE $ .54 $ .71 $ .17 $ .29 =========== =========== =========== ===========
EX-27 3 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 9-MOS FEB-28-1997 MAR-01-1996 NOV-30-1996 1,330,341 0 31,201,269 1,937,947 37,001,112 70,811,068 7,697,811 4,405,082 77,344,564 11,212,054 0 0 0 57,632 45,332,613 77,344,564 162,414,223 162,414,223 126,053,270 126,053,270 0 439,000 1,341,656 9,311,623 3,763,565 5,548,058 0 0 0 5,548,058 .61 .54
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