10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________.

Commission File Number 1-8798

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

Delaware	11-2621097
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
70 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

(631) 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ¨	Accelerated filer  x
Non-accelerated filer (Do not check	Smaller reporting company  ¨
if a smaller reporting company) ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of registrant’s common stock, as of June 25, 2010:

Common Stock – Par Value $.0066	18,531,272
Class	Outstanding Shares

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

INDEX

		Page(s)
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Statements of Operations (unaudited) - Three Months Ended May 31, 2010 and 2009	3.
	Consolidated Condensed Balance Sheets - May 31, 2010 (unaudited) and February 28, 2010	4.
	Consolidated Condensed Statements of Cash Flows (unaudited) - Three Months Ended May 31, 2010 and 2009	5.
	Notes to Interim Consolidated Condensed Financial Statements (unaudited)	6.-12.
	Report of Independent Registered Public Accounting Firm	13.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14.-17.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18.
Item 4.	Controls and Procedures	18.
PART II.	OTHER INFORMATION	19.
Item 1.	Legal Proceedings	19.
Item 1A.	Risk Factors	19.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19.
Item 3.	Defaults Upon Senior Securities	19.
Item 4.	Submission of Matters to a Vote of Security Holders	19.
Item 5.	Other Information	19.
Item 6.	Exhibits	20.
SIGNATURES		21.
EXHIBIT INDEX		22.
CERTIFICATIONS

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	May 31, 2010			May 31, 2009
NET SALES	$	210,762,000		$	147,759,000
COSTS AND EXPENSES
Cost of sales		180,670,000			126,721,000
Selling, general and administrative expenses		24,917,000			21,693,000
		205,587,000			148,414,000
OPERATING INCOME (LOSS)		5,175,000			(655,000	)
OTHER (INCOME) EXPENSE
Interest expense		660,000			422,000
Interest income		(12,000	)		(3,000	)
		648,000			419,000
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES		4,527,000			(1,074,000	)
Provision (benefit) for income taxes		986,000			(161,000	)
CONSOLIDATED NET  INCOME (LOSS)		3,541,000			(913,000	)
Net income attributable to noncontrolling interest		167,000			31,000
NET  INCOME (LOSS) ATTRIBUTED TO NU HORIZONS ELECTRONICS CORP. SHAREHOLDERS	$	3,374,000		$	(944,000	)
NET  INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO NU HORIZONS ELECTRONICS CORP.
Basic	$	.19		$	(.05	)
Diluted	$	.18		$	(.05	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		18,132,392			18,088,010
Diluted		18,267,884			18,088,010

See accompanying notes

3

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	May 31, 2010		February 28, 2010
	(unaudited)
- ASSETS -
CURRENT ASSETS
Cash	$	13,011,000	$	6,632,000
Accounts receivable – less allowances of  $3,870,000 and $3,659,000 as of May 31, 2010 and February 28, 2010, respectively		139,476,000		131,883,000
Inventories		82,973,000		117,377,000
Deferred tax asset		392,000		434,000
Prepaid expenses and other current assets		15,858,000		7,095,000
TOTAL CURRENT ASSETS		251,710,000		263,421,000
PROPERTY, PLANT AND EQUIPMENT – NET		4,720,000		4,924,000
OTHER ASSETS
Goodwill		2,308,000		2,308,000
Intangibles – net		3,319,000		3,404,000
Other assets		2,058,000		2,087,000
TOTAL ASSETS	$	264,115,000	$	276,144,000
- LIABILITIES AND EQUITY -
CURRENT LIABILITIES
Accounts payable	$	46,544,000	$	78,791,000
Accrued expenses		9,371,000		7,696,000
Bank debt		3,242,000		4,192,000
Income taxes payable		2,226,000		1,746,000
TOTAL CURRENT LIABILITIES		61,383,000		92,425,000
LONG TERM LIABILITIES
Bank debt		50,250,000		35,000,000
Other long-term liabilities		3,500,000		3,355,000
TOTAL LONG TERM LIABILITIES		53,750,000		38,355,000
COMMITMENTS AND CONTINGENCIES
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; 18,532,137 and 18,549,305 shares issued and outstanding as of May 31, 2010 and February 28, 2010, respectively		122,000		122,000
Additional paid-in capital		57,520,000		57,227,000
Retained earnings		88,463,000		85,089,000
Other accumulated comprehensive income		25,000		240,000
Total Nu Horizons Stockholders’ Equity		146,130,000		142,678,000
Noncontrolling interest		2,852,000		2,686,000
TOTAL EQUITY		148,982,000		145,364,000
TOTAL LIABILITIES AND EQUITY	$	264,115,000	$	276,144,000

See accompanying notes 

4

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Three Months Ended
	May 31, 2010			May 31, 2009
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers	$	202,581,000		$	147,782,000
Cash paid to suppliers and employees		(209,087,000	)		(143,660,000	)
Interest received		12,000			3,000
Interest paid		(722,000	)		(484,000	)
Income taxes paid		(512,000	)		(347,000	)
Net cash (used) provided by operating activities		(7,728,000	)		3,294,000
CASH FLOWS USED IN INVESTING ACTIVITIES
Capital expenditures		(96,000	)		(674,000	)
Net cash used in investing activities		(96,000	)		(674,000	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Borrowings under revolving credit lines and bank credit lines		91,234,000			61,350,000
Repayments under revolving credit lines and bank credit lines		(76,934,000	)		(62,731,000	)
Net cash (used) provided by financing activities		14,300,000			(1,381,000	)
EFFECT OF EXCHANGE RATE CHANGE		(97,000	)		79,000
NET CHANGE IN CASH AND CASH EQUIVALENTS		6,379,000			1,318,000
Cash and cash equivalents, beginning of period		6,632,000			4,793,000
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	13,011,000		$	6,111,000
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
NET INCOME (LOSS)	$	3,541,000		$	(913,000	)
Adjustments:
Depreciation and amortization		381,000			607,000
Bad debt expense		353,000			8,000
Deferred income tax		42,000			-
Stock based compensation		294,000			274,000
Retirement plan		145,000			179,000
Changes in assets and liabilities:
Accounts receivable		(8,280,000	)		23,000
Inventories		22,083,000			12,330,000
Prepaid expenses and other current assets		3,579,000			(648,000	)
Other assets		-			7,000
Accounts payable and accrued expenses		(29,354,000	)		(8,226,000	)
Income taxes		(512,000	)		(347,000	)
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES	$	(7,728,000	)	$	3,294,000

See accompanying notes

5

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2010

1. BASIS OF PRESENTATION:

A. In the opinion of management, the accompanying unaudited interim consolidated condensed financial statements of Nu Horizons Electronics Corp. (the “Company") and its wholly-owned subsidiaries, NIC Components Corp. ("NIC"), Nu Horizons International Corp. ("International"), NUHC Inc. ("NUC"), Nu Horizons Electronics Asia PTE LTD ("NUA"), Nu Horizons Electronics Pty Ltd ("NUZ"), Nu Horizons Electronics Asia Pte Ltd., Korea Branch ("NUK"), Nu Horizons Electronics NZ Limited ("NUN"), Nu Horizons Electronics GmbH ("NUD"), Nu Horizons Electronics (Shanghai) Co. Ltd. ("NUS"), Nu Horizons Electronics Europe Limited ("NUE"), Nu Horizons Electronics AS ("NOD", formerly known as C-88 ("C-88")), Titan Supply Chain Services Corp. ("Titan"), Titan Supply Chain Services PTE LTD ("TSC"), Titan Supply Chain Services Limited ("TSE"), Razor Electronics, Inc. ("RAZ"), NuXchange B2B Services, Inc. ("NUX"), Nu Horizons Electronics Hong Kong Ltd. ("NUO"), Nu Horizons Electronics Mexico, S.A. de C.V. ("NUM"), Nu Horizons Electronics Services Mexico, S.A. de C.V. ("NSM") and Nu Horizons Electronics Limited ("NUL") and its majority-owned subsidiaries, NIC Components Europe Limited ("NIE"), and NIC Components Asia PTE LTD. ("NIA") contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of May 31, 2010 and February 28, 2010 and the results of its operations for the three-month periods ended May 31, 2010, and 2009, and its cash flows.

All references in this report to "the Company," "Nu Horizons," "we," "our" and "us" are to Nu Horizons Electronics Corp. and its subsidiaries unless the context indicates otherwise.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended February 28, 2010.  Specific reference is made to that report for a description of the Company’s securities and the notes to consolidated financial statements included therein.  The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

The results of operations for the three-month period ended May 31, 2010 are not necessarily indicative of the results to be expected for the full year.

During the first and second quarters of fiscal 2010, the Company estimated its quarterly income taxes by applying an estimated annual effective tax rate to interim period pre-tax income to calculate the income tax provision or benefit for each quarter. For the third and fourth quarters of fiscal 2010, the Company used an alternative method to calculate the effective tax rate since it is unable to make a reliable estimate of pre-tax income for the remainder of the fiscal year. Under this alternative method, interim period income taxes are based on each discrete quarter's pre-tax income.  Due to the recent volatility and uncertainty in the current economic market, the Company applied the alternative method to compute income taxes expense in the first quarter of fiscal 2011.

B.  Termination of Xilinx Distribution Agreement:

On March 1, 2010, the Company announced that Xilinx had formally notified the Company of its intention to terminate its distribution agreement with the Company.  The termination was effective on June 5, 2010.  Pursuant to the terms of the distribution agreement, the Company has the right to return all unsold Xilinx inventory to Xilinx, at Xilinx’s expense, for a full refund of the original purchase price. Xilinx product sales were approximately 32% of the Company's total sales for fiscal 2010 and 28.8% for the quarter ended May 31, 2010. During the quarter ended May 31, 2010, the Company successfully completed the termination of its Xilinx distribution agreement.  All Xilinx inventories were sold to customers or returned to Xilinx for cash.

C.  Revenue Recognition:

Nu Horizons and its wholly- and majority-owned subsidiaries are engaged in the distribution of high technology electronic components to a wide variety of original equipment manufacturers of electronic products in North America, Asia and Europe.

The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services are rendered, the sales price is determinable, and collectability is reasonably assured.  Revenue is recognized at time of shipment.

6

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

A portion of the Company's business involves shipments directly from its suppliers to its customers.  In these transactions, the Company is responsible for negotiating price both with the supplier and customer, payment to the supplier, establishing payment terms with the customer, product returns, and has risk of loss if the customer does not make payment.  As the principal with the customer, the Company recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product was shipped.

Sales are recorded net of discounts, rebates, price adjustments, and returns.  Prompt payment discounts are recorded at the time payment is received from the customer.  Provisions are made for rebates which are primarily volume driven, based on historical trends and anticipated customer buying patterns.  We record a reserve for potential sales returns when the right of return exists.  Historical sales returns and anticipated future buying patterns are utilized to record provisions for sales returns.

2.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment, which are recorded at cost, consist of the following:

	May 31, 2010		February 28, 2010
Furniture, fixtures and equipment	$	10,743,000	$	11,092,000
Computer equipment		9,882,000		9,744,000
Leasehold improvements		1,575,000		1,517,000
		22,200,000		22,353,000
Less:  Accumulated depreciation and amortization		17,480,000		17,429,000
	$	4,720,000	$	4,924,000

Depreciation expense for the three months ended May 31, 2010 and 2009 was $305,000and $465,000, respectively.

3.  DEBT:

On June 28, 2010, the Revolving Credit Line and the U.K. Credit Line were paid off and terminated with proceeds from a new global asset backed loan facility.  See Subsequent Event note 9.

Bank Debt: Revolving Credit Lines

At May 31, 2010, the Company had a secured revolving line of credit agreement with eight banks, which provided for maximum borrowings of $120,000,000 (the "Revolving Credit Line").  The Revolving Credit Line provided for borrowings utilizing an asset-based formula predicated on a certain percentage of outstanding domestic accounts receivable and inventory levels at any given month-end.  Based on the asset-based formula, the Company was not able to borrow the maximum amount available under its Revolving Credit Line at all times.  Borrowings under the Revolving Credit Line incurred interest at either (i) the lead bank’s prime rate plus 1.7% or (ii) LIBOR plus 3.5%, at the option of the Company, through September 30, 2011, the due date of the loan.  The interest rate at May 31, 2010 was 5.0%.   Direct borrowings under the Revolving Credit Line were $50,250,000 and $35,000,000 at May 31, 2010 and February 28, 2010, respectively.  As of May 31, 2010, the Company was in compliance with all of the required bank covenants.

Bank Debt: Bank Credit Lines

At May 31, 2010, the Company also had a receivable financing agreement with a bank in England (the "U.K. Credit Line") which provided for maximum borrowings of £4,000,000 (approximately $5,756,000), which incurred interest at the bank's base rate plus 1.55%.  The interest rate at May 31, 2010 was 2.05%.  The Company owed $2,278,000 and $3,071,000 at May 31, 2010 and February 28, 2010, respectively.

The Company has a bank credit agreement with a bank in Denmark (the "Danish Credit Line") which provides for maximum borrowings of 10,072,000 Danish Kroner (approximately $1,671,000) as of May 31, 2010, at the current prevailing interest rate (5.75% at May 31, 2010).  Borrowings under the Danish Credit Line were 5,401,000 ($964,000) and 6,146,000 Danish Kroner ($1,121,000) at May 31, 2010 and February 28, 2010, respectively.  The Danish Credit Line has no expiration date and is reviewed quarterly by the bank in Denmark.

At May 31, 2010, the Company had unused availability aggregating approximately $18,232,000 under all of its then-existing bank credit facilities.

7

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

4.  ACCRUED EXPENSES:

Accrued expenses consist of the following:

	May 31, 2010		February 28, 2010
Commissions	$	1,715,000	$	2,089,000
Goods and services tax		835,000		752,000
Compensation and related benefits		2,108,000		969,000
Sales returns		803,000		739,000
Professional fees		321,000		332,000
Deferred rent		489,000		464,000
Other		3,100,000		2,351,000
Total	$	9,371,000	$	7,696,000

5.  NET INCOME (LOSS) PER SHARE:

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period.  Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares used in the basic earnings (loss) per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding.  Such securities shown below, presented on a common share equivalent basis, have been included in the per-share computations:

	For the Three Months Ended
	May 31, 2010		May 31, 2009
NUMERATOR:
Net income (loss) attributed to Nu Horizons Electronics Corp.	$	3,374,000	$	(944,000	)
DENOMINATOR
Basic earnings per common share – weighted-average number of common shares outstanding		18,132,392		18,088,010
Effect of dilutive stock options and restricted shares		135,492		-
Diluted earnings per common share – adjusted weighted-average number of common shares outstanding		18,267,884		18,088,010
Net income (loss) per share:
Basic	$	0.19	$	(0.05	)
Diluted	$	0.18	$	(0.05	)

For the three months ended May 31, 2010 and 2009, the above calculation excludes 1,720,750 options and 263,543 restricted shares and 1,832,487 options and 371,157 restricted shares, respectively, as their effect was antidilutive.

8

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

6.  STOCK BASED COMPENSATION:

Stock Options

Stock options granted to date under each of the Company’s 2000 Stock Option Plans, 2000 Key Employee Stock Option Plan and 2002 Key Employee Stock Incentive Plan generally expire ten years after the date of grant and become exercisable in four equal annual installments commencing one year from date of grant.  Stock options granted under the Company’s 2000 and 2002 Outside Directors’ Stock Option Plans expire ten years after the date of grant and become exercisable in three equal installments beginning on the date of grant and on the succeeding two anniversaries thereof.

The following information relates to the stock option activity for the three months ended May 31, 2010:

Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at March 1, 2010		1,173,250	$	7.42	4.2 years	$	155,600
Granted		1,035,000	$	2.20	9.9 years	$	27,500
Exercised		-		-
Forfeited		-		-
Outstanding at May 31, 2010		2,208,250	$	5.62	6.8 years	$	90,500
Exercisable at May 31, 2010		1,078,805	$	7.75	3.6 years	$	31,500

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first quarter of fiscal 2011 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on May 31, 2010.  This amount changes based on the fair market value of the Company’s common stock.

No options were exercised during the three months ended May 31, 2010 and 2009.

Restricted Stock

Subject to the terms and conditions of the 2002 Key Employee Stock Incentive Plan, as amended, the compensation committee of the Company's board of directors may grant shares of restricted stock.  Shares of restricted stock awarded may not be sold, transferred, pledged or assigned until the end of the applicable period of restriction established by the compensation committee and specified in the award agreement.  Compensation expense is recognized on a straight-line basis as shares become free of forfeiture restrictions (i.e., vest), historically over a five- or seven-year period.  For the three-month periods ended May 31, 2010 and 2009, the Company recorded compensation expense aggregating $181,000and $213,000, respectively, relating to the issuance of restricted stock.

Summary of Non-Vested Shares

The following information summarizes the changes in non-vested restricted stock for the three months ended May 31, 2010:

	Shares			Weighted Average Grant Date Fair Value
Non-vested shares at March 1, 2010		432,216		$	8.73
Granted		-			-
Vested		(34,624	)	$	10.29
Forfeited		(8,431	)	$	6.70
Non-vested shares at May 31, 2010		389,161		$	8.64

As of May 31, 2010, there was total unrecognized compensation cost of $4,666,000 related to non-vested shares and stock options which is expected to be recognized over a weighted average period of 2.4 years.

9

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

7.  BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION:

Nu Horizons Electronics Corp. and its subsidiaries, both wholly- and majority-owned, are wholesale and export distributors of active electronic components and passive components and systems products throughout North America, Asia, Australia and Europe. The Company has two operating segments, consisting of active electronic components and passive components.

The active electronic components segment includes mainly commercial semiconductor products such as memory chips, microprocessors, digital and linear circuits, microwave, RF and fiber-optic components, transistors, diodes and systems products.  As part of the active electronic components segment, the Company also distributes systems from IBM Corporation, Oracle Corporation (formerly Sun Microsystems Inc.), and Alcatel-Lucent.  Passive components distributed by NIC and its majority-owned subsidiaries, principally to OEMs, contractors and other distributors globally, consist of a high technology line of surface mount and leaded components, including capacitors, resistors, inductors and circuit protection components.

Each operating segment has its own management team that is led by a group president and includes regional presidents within the segment that manage certain functions within the segment. Each segment also has discrete financial reporting that is evaluated at the corporate level on which operating decisions and strategic planning for the Company are made. Sales and marketing within each operating group are structured to transact business with its customers and suppliers along specific product lines or geography.  Both segments rely on the support services provided at the corporate level.

Sales and operating income (loss), by segment, for the three months ended May 31, 2010 and 2009 are as follows:

	Three Months Ended
	May 31,  2010		May 31,  2009
Sales:
Active electronic components	$	194,590,000	$	139,198,000
Passive components		16,172,000		8,561,000
	$	210,762,000	$	147,759,000

	Three Months Ended
	May 31,  2010			May 31,  2009
Operating Income (loss)
Active electronic components	$	4,819,000		$	488,000
Passive components		1,253,000			(472,000	)
Corporate		(897,000	)		(671,000	)
	$	5,175,000		$	(655,000	)

Total assets, by segment, as of May 31, 2010 and February 28, 2010 are as follows:

	Three Months Ended
	May 31,  2010		February 28, 2010
Total assets
Active electronic components	$	217,702,000	$	231,408,000
Passive components		46,413,000		44,736,000
	$	264,115,000	$	276,144,000

The Company’s business is conducted in North America, Europe and Asia.

10

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Revenues, by geographic area, for the three months ended May 31, 2010 and 2009 are as follows:

	Three Months Ended
	May 31,  2010		May 31,  2009
Revenue
North America	$	113,911,000	$	83,677,000
Europe		21,020,000		18,882,000
Asia		75,831,000		45,200,000
	$	210,762,000	$	147,759,000

Total assets, by geographic area, as of May 31, 2010 and February 28, 2010 are as follows:

	Three Months Ended
	May 31,  2010		February 28, 2010
Total Assets
North America	$	155,438,000	$	174,516,000
Europe		18,310,000		16,235,000
Asia		90,367,000		85,393,000
	$	264,115,000	$	276,144,000

The net book value of long-lived assets, by geographic area, as of May 31, 2010 and February 28, 2010 is as follows:

	Three Months Ended
	May 31,  2010		February 28, 2010
Long-lived assets
North America	$	4,200,000	$	4,378,000
Europe		237,000		269,000
Asia		283,000		277,000
	$	4,720,000	$	4,924,000

8.  COMPREHENSIVE INCOME (LOSS):

Comprehensive income (loss) includes certain gains and losses that, under U.S. GAAP, are excluded from net income (loss), as these amounts are recorded directly as an adjustment to equity.  Our comprehensive income (loss) primarily includes net income (loss) and foreign currency translation adjustments.  Comprehensive income (loss) for the three months ended May 31, 2010 and 2009 is as follows:

	For the Three Months Ended
	May 31, 2010			May 31, 2009
Consolidated net income (loss)	$	3,541,000		$	(913,000	)
Other comprehensive income		(215,000	)		202,000
Consolidated comprehensive income (loss)		3,326,000			(711,000	)
Comprehensive income attributed to noncontrolling interest		167,000			(31,000	)
Comprehensive income (loss) attributable to Nu Horizons Electronics Corp.	$	3,159,000		$	(742,000	)

11

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

9.  SUBSEQUENT EVENTS:

New loan facility:

On June 28, 2010, the Company executed a new asset-based loan facility (the“ABL”) with three lenders. The credit facility established under the ABL provides for maximum borrowings of $80 million with an option to increase the facility to a maximum borrowing of $110 million under certain circumstances. Up to $60 million of the ABL is to be used to finance the Company’s United States (“U.S.”) operations, with the $20 million balance to be used to finance the Company’s United Kingdom (“U.K.”) and Asian operations.  Based on the asset-based formula, the Company is not able to borrow the maximum amount available under the ABL at all times.  The Company utilized the ABL to pay off and terminate its pre-existing U.S. Revolving Credit Line and U.K. Credit Line; $37.6 million was outstanding under the ABL as of the close of business on June 28, 2010.

The ABL provides for borrowings at variable interest rates utilizing an asset-based formula predicated on a percent of qualifying accounts receivable and inventory at any given month end and taking into account the excess credit availability under the ABL.  The Company is required to pay interest on any Base Rate loan outstanding monthly in arrears and is required to pay interest on each Eurodollar loan outstanding in arrears at the end of each applicable interest period.  For the purposes of the ABL, “Base Rate” shall mean the highest of i) the rate from time to time publicly announced by the lead lender, or its successors, as its “prime rate”, subject to each increase or decrease in such prime rate, effective as of the day any such change occurs, whether or not such announced rate is the best rate available at such bank, ii) the Federal Funds Rate from time to time plus one-half (.50%) percent, or iii) the three (3) month London Interbank Offered Rate plus one (1.00%) percent.  The margin applied to borrowings under the ABL is as follows:

Quarterly Average Consolidated Excess Availability	Applicable Eurodollar Rate Margin			Applicable Base  Rate Margin
Less than $20,000,000		3.50	%		1.75	%
Less than $30,000,000 and greater than or equal to $20,000,000		3.25	%		1.50	%
Greater than or equal to $30,000,000		3.00	%		1.25	%

Deferred financing fees from the Revolving Credit Line and U.K. Credit Line at May 31, 2010 of $213,000 will be written off in the second quarter of fiscal year 2011.

Non-renewal of Distributor Relationship with Sun Microsystems:

Subsequent to the end of the quarter, Nu Horizons entered into discussions with Oracle Corporation (formerly Sun Microsystems Inc.), relating to the non-renewal of their supplier/distributor relationship following the acquisition of Sun Microsystems by Oracle Corporation.   Sun Microsystems product sales contributed 4.5% of Nu Horizons consolidated revenue in the first quarter of fiscal 2011. The date of such non-renewal is to be determined but is currently expected to be later this fiscal year.

12

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Nu Horizons Electronics Corp.

We have reviewed the condensed consolidated balance sheet of Nu Horizons Electronics Corp. (the “Company”) as of May 31, 2010, and the related condensed consolidated statements of operations and cash flows for the three month periods ended May 31, 2010 and 2009.  These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with US generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of February 28, 2010, and the related consolidated statements of operations, equity, and cash flows for the year then ended (not presented herein) and in our report dated May 6, 2010, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 28, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Jericho, New York

July 8, 2010

13

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Report, "we," "us," "our," "Nu Horizons" or "the Company" means Nu Horizons Electronics Corp. and its subsidiaries unless the context indicates a different meaning.

Forward Looking Statements:

Statements in this Form 10-Q quarterly report may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements relating to its future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed under "Item 1A – Risk Factors" in the Company's Annual Report on Form 10-K for the year ended February 28, 2010 and elsewhere in such Annual Report and from time to time in other documents which the Company files with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to product demand, market and customer acceptance, competition, government regulations and requirements, pricing and development difficulties, as well as general industry and market conditions and growth rates, and general economic conditions.  Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q.

For a description of the Company's critical accounting policies and an understanding of the significant factors that influenced the Company's performance during the three-month periods ended May 31, 2010 and 2009, this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the consolidated condensed financial statements, including the related notes, appearing in Item 1 of this Report, as well as the Company's Annual Report on Form 10-K for the year ended February 28, 2010.

Overview:

Nu Horizons and its wholly- and majority-owned subsidiaries are engaged in the distribution of high technology active and passive electronic components to a wide variety of OEMs of electronic products.

During the quarter ended May 31, 2010, the Company successfully completed the termination of its Xilinx distribution agreement.  All Xilinx inventories were sold to customers or returned to Xilinx for cash.  Xilinx product sales were approximately 32% of the Company's total sales for fiscal 2010 and 29% of total sales for the quarter ended May 31, 2010.  The Company believes that the termination of the Xilinx relationship will enable it to reallocate personnel to expand its line card and pursue new business opportunities.  In order to remain profitable without Xilinx, the Company will have to continue to increase sales in future quarters.

The Company operates in two product segments, active electronic components and passive components. The active electronic components segment includes semiconductor products such as memory chips, microprocessors, digital and linear circuits, microwave/RF and fiber optic components, transistors and diodes. As part of the active electronic components segment, the Company has distributed systems from IBM Corporation, Oracle Corporation (formerly Sun Microsystems Inc.) and Alcatel-Lucent.  Subsequent to the end of the quarter, Nu Horizons and Oracle entered into discussions relating to the non-renewal of their supplier/distributor relationship following the acquisition of Sun Microsystems by Oracle.   Sun Microsystems product sales contributed 4.5% of Nu Horizons consolidated revenue in the first quarter of fiscal 2011. In connection with the elimination of this business from the Company’s consolidated results at a time to be determined, but currently expected to be later this year, Nu Horizons intends to continue its strategy of concentrating on product lines with anticipated higher growth and higher profit margin contributions.

The passive components segment includes passive components distributed by NIC and majority-owned subsidiaries NIA and NIE, principally to OEMs, contract manufacturers and other distributors globally, that consist of a high technology line of surface mount and leaded components including capacitors, resistors, inductors and circuit protection components.  NIC, NIA and NIE are a primary source of qualified products to over 10,000 OEMs worldwide.

The Company's business, financial condition, operating results and cash flows can be impacted by a number of factors, including but not limited to those set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.

14

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company operates in North America, Europe and Asia.  In recent years, there has been a shift in production of electronic components to Asia due to lower cost.

It is difficult for the Company, as a distributor, to forecast the material trends of the electronic components industry because the Company does not typically have material forward-looking information available from its customers and suppliers. As such, management relies on the publicly-available information published by certain industry groups and other related analyses to evaluate its longer term prospects.

The tables below provide a summary of sales by operating segment for active electronic components and passive components for the Company for the three months ended May 31, 2010 and 2009:

	Analysis of Sales
	Quarters Ended May 31,										Percentage Change
	2010		% of Total			2009		% of Total			2010 to 2009
Sales by Segment:
Active Electronic Components	$	194,590,000		92	%	$	139,198,000		94	%		40	%
Passive Components		16,172,000		8	%		8,561,000		6	%		89	%
	$	210,762,000		100	%	$	147,759,000		100	%

The following table sets forth, for the three-month periods ended May 31, 2010 and 2009, certain items in the Company’s consolidated statements of operations expressed as a percentage of net sales.

	Three Months Ended May 31
	2010			2009
Net sales		100.0	%		100.0	%
Cost of sales		85.7			85.8
Gross profit		14.3			14.2
Selling, general and administrative expenses		11.8			14.7
Interest expense		0.3			0.3
Income (loss) before taxes and noncontrolling interest		2.2			(0.8	)
Income tax provision (benefit)		0.5			(0.1	)
Income (loss) after taxes, before noncontrolling interest		1.7			(0.7	)
Noncontrolling interest		0.1			-
Net income (loss)		1.6			(0.7	)

Results of Operations:

Three Months Ended May 31, 2010 compared to Three Months Ended May 31, 2009

Consolidated net sales for the three months ended May 31, 2010 were $210,762,000 as compared to $147,759,000 for the comparable period of the prior year, an increase of $63,003,000 or 43%.

Xilinx sales for the quarters ended May 31, 2010 and 2009 were $60,749,000 and $49,508,000, respectively.  Sales of active electronic components for the three months ended May 31, 2010, including sales of Xilinx products, were $194,590,000 as compared to $139,198,000for the comparable period of the prior year, an increase of approximately $55,392,000 or 40%.  Sales of passive components for the three months ended May 31, 2010 were $16,172,000 compared to $8,561,000 for the three months ended May 31, 2009, an increase of $7,611,000 or 89%.  The current economy makes it difficult for management to estimate the Company’s overall sales volume and earnings for the remainder of fiscal 2011.

Consolidated gross margin was 14.2% for both quarters ended May 31, 2010 and 2009.  Gross profit margin on Xilinx products for the quarters ended May 31, 2010 and 2009 was 11.8% and 10.7%, respectively.

15

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Selling, general and administrative expenses increased $3,224,000 to $24,917,000 for the quarter ended May 31, 2010.  As a percentage of sales, selling, general and administrative expenses decreased to 11.8% for the quarter ended May 31, 2010 from 14.7% for the comparable prior year quarter.  The increase relates primarily to $2,662,000 in higher sales compensation, freight out, promotion and other sales-related items which increased primarily due to higher sales offset by foreign exchange income.  In addition, the Company paid approximately $562,000 severance related to a reduction in workforce.

Interest expense increased to$660,000 for the three months ended May 31, 2010 from $422,000 from the prior period primarily due to higher average borrowings compared to the prior period due to higher sales volume.

Income tax expense as a percentage of income before provision for income tax and noncontrolling interest ("effective tax rate") was a provision of 22% and a benefit of 15% for the three months ended May 31, 2010, and May 31, 2009, respectively.  The effective tax rate for the three months ended May 31, 2010 and May 31, 2009 is lower than the statutory rate of 35%, primarily due to foreign income earned at tax rates lower than the U.S. tax rate, partially offset by state and local income taxes and an increase in the valuation allowance for net operating losses.

Prior to the third quarter of fiscal 2010, the Company estimated its quarterly income taxes by applying an estimated annual effective tax rate to interim period pre-tax income to calculate the income tax provision or benefit for each quarter. For the third and fourth quarters of fiscal 2010, the Company used an alternative method to calculate the effective tax rate since it is unable to make a reliable estimate of pre-tax income for the remainder of the fiscal year. Under this alternative method, interim period income taxes are based on each discrete quarter's pre-tax income.  Due to the recent volatility and uncertainty in the current economic market, the Company continued to apply the alternative method to compute income taxes expense in the first quarter of fiscal 2011.

Net income for the three months ended May 31, 2010 was $3,374,000 or $.18 per diluted share as compared to net loss of $944,000 or $0.05 per share for the three months ended May 31, 2009.

Liquidity and Capital Resources:

The Company's current ratio (current assets divided by current liabilities) was 4.1:1 at May 31, 2010.  Working Capital was $190,327,000 at May 31, 2010 as compared to $170,996,000 at February 28, 2010.

Bank Debt: Revolving Credit Lines

On June 28, 2010, the Company executed a new asset-based loan facility (the “ABL”) with three lenders. The credit facility established under the ABL provides for maximum borrowings of $80 million with an option to increase the facility to a maximum borrowing of $110 million under certain circumstances. Up to $60 million of the ABL is to be used to finance the Company’s United States (“U.S.”) operations, with the $20 million balance to be used to finance the Company’s United Kingdom (“U.K.”) and Asian operations.  Based on the asset-based formula, the Company is not able to borrow the maximum amount available under the ABL at all times. The Company  utilized the ABL to pay off and terminate its pre-existing U.S. Revolving Credit Line and U.K. Credit Line; $37.6 million was outstanding under the ABL as of the close of business on June 28, 2010.

The ABL provides for borrowings at variable interest rates utilizing an asset-based formula predicated on a percent of qualifying accounts receivable and inventory at any given month end and taking into account the excess credit availability under the ABL.  The Company is required to pay interest on any Base Rate loan outstanding monthly in arrears and is required to pay interest on any each Eurodollar loan outstanding in arrears at the end of each applicable interest period.  For the purposes of the ABL, “Base Rate” shall mean the highest of i) the rate from time to time publicly announced by the lead lender, or its successors, as its “prime rate”, subject to each increase or decrease in such prime rate, effective as of the day any such change occurs, whether or not such announced rate is the best rate available at such bank, ii) the Federal Funds Rate from time to time plus one-half (.50%) percent, or iii) the three (3) month London Interbank Offered Rate plus one (1.00%) percent.  The margin applied to borrowings under the ABL is as follows:

16

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Quarterly Average  Consolidated Excess Availability	Applicable Eurodollar Rate Margin			Applicable Base  Rate Margin
Less than $20,000,000		3.50	%		1.75	%
Less than $30,000,000 and greater than or equal to $20,000,000		3.25	%		1.50	%
Greater than or equal to $30,000,000		3.00	%		1.25	%

Deferred financing fees from the Revolving Credit Line and U.K. Credit Line at May 31, 2010 of $213,000 will be written off in the second quarter of fiscal year 2011.

At May 31, 2010, the Company had a secured revolving line of credit agreement with eight banks, which provided for maximum borrowings of $120,000,000 (the "Revolving Credit Line").  The Revolving Credit Line provided for borrowings utilizing an asset-based formula predicated on a certain percentage of outstanding domestic accounts receivable and inventory levels at any given month-end.  Based on the asset-based formula, the Company was not able to borrow the maximum amount available under its Revolving Credit Line at all times.  Borrowings under the Revolving Credit Line incurred interest at either (i) the lead bank’s prime rate plus 1.7% or (ii) LIBOR plus 3.5%, at the option of the Company, through September 30, 2011, the due date of the loan.  The interest rate at May 31, 2010 was 5.0%.   Direct borrowings under the Revolving Credit Line were $50,250,000 and $35,000,000 at May 31, 2010 and February 28, 2010, respectively.  As of May 31, 2010, the Company was in compliance with all of the required bank covenants.

At May 31, 2010, the Company also had a receivable financing agreement with a bank in England (the "U.K. Credit Line") which provided for maximum borrowings of £4,000,000 (approximately $5,756,000) at May 31, 2010, which incurred interest at the bank's base rate plus 1.55%.  The interest rate at May 31, 2010 was 2.8%.  The Company owed $2,278,000 and $3,071,000 at May 31, 2010 and February 28, 2010, respectively.

The Company has a bank credit agreement with a bank in Denmark (the "Danish Credit Line") which provides for maximum borrowings of 10,072,000 Danish Kroner (approximately $1,671,000) as of May 31, 2010, at the current prevailing interest rate (5.875% at May 31, 2010).  Borrowings under the Danish Credit Line were 5,401,000 ($964,000) and 6,146,000 Danish Kroner ($1,121,000) at May 31, 2010 and February 28, 2010, respectively.  The Danish Credit Line has no expiration date and is reviewed quarterly by the bank in Denmark.

At May 31, 2010, the Company had unused availability aggregating approximately $18,232,000 under all of its then-existing bank credit facilities.

The Company anticipates that its resources provided by its cash flow from operations and the aforementioned bank agreements will be sufficient to finance its operations for at least the next twelve-month period.

Off-Balance Sheet Arrangements:

As of May 31, 2010, the Company had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates:

There have been no changes in our critical accounting policies from those disclosed in Item 8 of our Annual Report on Form 10-K for the year ended February 28, 2010.

17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk:

All of the Company’s bank debt and the associated interest expense are sensitive to changes in the level of interest rates.  The Company’s prior and current credit facilities bear interest based on fluctuating interest rates.  The interest rate under its Revolving Credit Line was tied to the prime or LIBOR rate, under the U.K. Credit Line was tied to the bank's base rate and under the Danish Credit Line is tied to the prevailing rate; all of these interest rates may fluctuate over time based on economic conditions.  A hypothetical 100 basis point (one percentage point) increase in interest rates would have resulted in incremental interest expense of approximately $117,000 for the three months ended May 31, 2010 and $83,000 for the three months ended May 31, 2009.  On June 28, 2010, the Revolving Credit Line and the U.K. Credit Line were terminated and replaced by the ABL.  The interest rate under the ABL is tied to the prime, Federal Funds or LIBOR rate, which also fluctuate over time based on economic conditions.  As a result, the Company is subject to market risk for changes in interest rates and could be subjected to increased or decreased interest payments if market rates fluctuate and the Company is in a borrowing mode.  The Company has not entered into any instruments, such as interest rate swaps, to mitigate its interest rate risk.

Foreign Currency Exchange Rate Risk:

The Company has foreign subsidiaries in Asia, the United Kingdom, Germany, Denmark, Canada and Mexico.  The Company does business in more than one dozen countries and, during the quarter ended May 31, 2010, generated approximately 46% of its revenues from outside the United States.  The Company’s ability to sell its products in foreign markets may be affected by changes in economic, political or market conditions in the foreign markets in which the Company does business.

The Company’s total assets in its foreign subsidiaries were $108,677,000 and $101,628,000 at May 31, 2010 and February 28, 2010, respectively, translated into U.S. dollars at the closing exchange rates on such dates. The Company also acquires certain inventory from foreign suppliers at prices denominated in foreign currencies and, as such, faces risk due to adverse movements in foreign currency exchange rates.  The potential loss based on end of period balances and prevailing exchange rates resulting from a hypothetical 10% strengthening of the dollar against foreign currencies was not material in the quarters ended May 31, 2010 or 2009.  These risks could have a material impact on the Company’s results in future periods.  The Company does not currently employ any currency derivative instruments, futures contracts or other currency hedging techniques to mitigate its risks in this regard.

Industry Risk:

The electronic component industry is cyclical, which can cause significant fluctuations in sales, gross profit margins and profits, from year to year.  For example, during calendar 2001, the industry experienced a severe decline in the demand for electronic components, which caused sales to decrease by 56%.  The prior year reflected a 74% increase in net sales.  In the last five fiscal years, sales have grown from $499,515,000 in fiscal 2006 to $750,954,000 in fiscal 2009 and decreased to $670,727,000 in fiscal 2010.  It is difficult to predict the timing of the changing cycles in the electronic components industry.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our President and Chief Executive Officer ("CEO") and our Executive Vice President-Finance and Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this quarterly report.  Based on this evaluation, our CEO and CFO concluded that as of May 31, 2010 our disclosure controls and procedures were effective in ensuring that the information required to be disclosed in the reports it files or submits under the Exchange Act have been recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of an internal control system are met.  Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

18

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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.

19

PART II - OTHER INFORMATION

Item 6.	Exhibits.
3.1	Certificate of Incorporation, as amended (Incorporated by Reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2000).
3.2	Amended and Restated By-laws, as amended (Incorporated by Reference to Exhibit 3.1 to Form 8-K dated April 28, 2010).
4.1	Specimen Common Stock Certificate (Incorporated by Reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 2-89176).
*10.1	Compensation of Non-Employee Directors.
10.2	Transition Agreement between Arthur Nadata and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated April 28, 2010).
10.3	Third Amendment to Employment Agreement between Arthur Nadata and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.4 to Form 8-K dated April 28, 2010).
10.4	Third Amendment to Employment Agreement between Richard Schuster and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.6 to Form 8-K/A dated April 28, 2010).
10.5	Employment Agreement between Martin Kent and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated April 28, 2010).
10.6	Option Agreement between Martin Kent and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated April 28, 2010).
10.7	Option Agreement between Arthur Nadata and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.5 to Form 8-K dated April 28, 2010).
10.8	Amendment to Nu Horizons Executive Retirement Plan dated April 28, 2010 (Incorporated by reference to Exhibit 10.7 to Form 8-K dated April 28, 2010).
10.9	Waiver to Credit Agreement dated as of May 4, 2010 (Incorporated by reference to Exhibit 10.48 to Form 10-K for year ended February 28, 2010).
10.10	Loan and Security Agreement dated June 28, 2010, by and among Nu Horizons Electronics Corp., a Delaware corporation, NIC Components Corp., Nu Horizons International Corp., Razor Electronics, Inc., Titan Supply Chain Services Corp., Nu Horizons Electronics Limited, NIC Components Europe Limited, Nu Horizons Electronics Asia Pte Ltd, NIC Components Asia Pte Ltd, Titan Supply Chain Services Pte Ltd, Nu Horizons Electronics Europe Limited, Titan Supply Chain Services Limited, NuXchange B2B Services, Inc., and Wachovia Capital Finance Corporation (New England), HSBC Business Credit (USA) Inc. and Capital One Bank, N.A. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 28, 2010).
*31.1	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Included herewith.

20

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
Date:            July 8, 2010	/s/ Martin Kent
	Martin Kent
	President and Chief Executive Officer
Date:            July 8, 2010	/s/ Kurt Freudenberg
	Kurt Freudenberg
	Executive Vice President
	and Chief Financial Officer

21

EXHIBIT INDEX

Exhibits:
3.1	Certificate of Incorporation, as amended (Incorporated by Reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2000).
3.2	Amended and Restated By-laws, as amended (Incorporated by Reference to Exhibit 3.1 to Form 8-K dated April 28, 2010).
4.1	Specimen Common Stock Certificate (Incorporated by Reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 2-89176).
*10.1	Compensation of Non-Employee Directors.
10.2	Transition Agreement between Arthur Nadata and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated April 28, 2010).
10.3	Third Amendment to Employment Agreement between Arthur Nadata and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.4 to Form 8-K dated April 28, 2010).
10.4	Third Amendment to Employment Agreement between Richard Schuster and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.6 to Form 8-K/A dated April 28, 2010).
10.5	Employment Agreement between Martin Kent and the Company dated April 28, 2010 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated April 28, 2010).
10.6	Option Agreement between Martin Kent and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated April 28, 2010).
10.7	Option Agreement between Arthur Nadata and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.5 to Form 8-K dated April 28, 2010).
10.8	Amendment to Nu Horizons Executive Retirement Plan dated April 28, 2010 (Incorporated by reference to Exhibit 10.7 to Form 8-K dated April 28, 2010).
10.9	Waiver to Credit Agreement dated as of May 4, 2010 (Incorporated by reference to Exhibit 10.48 to Form 10-K for year ended February 28, 2010).
10.10	Loan and Security Agreement dated June 28, 2010, by and among Nu Horizons Electronics Corp., a Delaware corporation, NIC Components Corp., Nu Horizons International Corp., Razor Electronics, Inc., Titan Supply Chain Services Corp., Nu Horizons Electronics Limited, NIC Components Europe Limited, Nu Horizons Electronics Asia Pte Ltd, NIC Components Asia Pte Ltd, Titan Supply Chain Services Pte Ltd, Nu Horizons Electronics Europe Limited, Titan Supply Chain Services Limited, NuXchange B2B Services, Inc., and Wachovia Capital Finance Corporation (New England), HSBC Business Credit (USA) Inc. and Capital One Bank, N.A. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 28, 2010).
*31.1	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Included herewith.

22

EX-10.1

EXHIBIT 10.1

Directors’ Compensation

On June 7, 2010, the Company reduced the previously-implemented (January 2009) 10% salary reduction for employees, including executive officers, with an equivalent reduction in the compensation payable to the Company’s outside (non-employee) directors, to a 5% reduction.  Accordingly, the cash compensation payable to the outside directors is now as follows:

· the annual cash retainer payable for Company Board-level (as opposed to Committee-level) service will be $28,500;

· the annual cash retainer payable to the chairman of the Audit Committee will be $11,400;

· the annual cash retainer payable to the chairman of the Compensation Committee will be $8,550;

· the annual cash compensation payable to the chairman of the Corporate Governance Committee will be $6,650; the annual cash retainer payable to the Lead Independent Director will be $11,400;

· if and when the Strategic Committee (formerly the Special Committee) is active, the chairman shall be paid $4,750 per month and the vice-chairman shall be paid $2,375 per month; and

· in the event that the Board of Directors shall determine that there is a need for a special committee, the chairman of any such special committee shall be paid additional compensation at the rate of $150 per hour.

The per-meeting fees payable to the outside directors are now as follows:

· for in-person Board of Directors meetings, $1,520;

· for in-person Committee meetings, $1,140;

· for telephonic meetings of the Board of Directors or a Committee lasting less than one hour, an amount equal to 50% of the per meeting fee for a Board of Directors or Committee meeting, as applicable; and

· $1,900 per meeting for all members of the Strategic Committee.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(a) ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Freudenberg, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Nu Horizons Electronics Corp.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 8, 2010
	/s/ Kurt Freudenberg
	Kurt Freudenberg
	Executive Vice President and Chief Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CEO PURSUANT TO RULE 13a-14(a) ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Martin Kent, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Nu Horizons Electronics Corp.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this  report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 8, 2010
	/s/ Martin Kent
	Martin Kent
	President and Chief Executive Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Freudenberg, certify that:

The Form 10-Q of Nu Horizons Electronics Corp. for the period ended May 31, 2010 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Nu Horizons Electronics Corp. for the periods presented.

/s/ Kurt Freudenberg

Kurt Freudenberg

Executive Vice President and Chief Financial Officer

Date:  July 8, 2010

A signed original of this written statement required by Section 906 has been provided to Nu Horizons Electronics Corp. and will be retained by Nu Horizons Electronics Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Martin Kent, certify that:

The Form 10-Q of Nu Horizons Electronics Corp. for the period ended May 31, 2010 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Nu Horizons Electronics Corp. for the periods presented.

/s/ Martin Kent

Martin Kent

President and Chief Executive Officer

Date: July 8, 2010

A signed original of this written statement required by Section 906 has been provided to Nu Horizons Electronics Corp. and will be retained by Nu Horizons Electronics Corp. and furnished to the Securities and Exchange Commission or its staff upon request.