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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

For Quarter Ended May 31, 2003

Commission file number1-8798

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

(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 checkmark whether the registrant is an accelerated filer (as defined in Exchang4e Act Rule 12b-2).   Yes  x  No  ¨

Indicated 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.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

INDEX

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PART 1. FINANCIAL INFORMATION

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

See notes to interim consolidated condensed financial statements.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

See notes to interim consolidated financial statements.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

See notes to interim consolidated financial statements.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

In the opinion of management, the accompanying unaudited interim consolidated condensed financial statements of Nu Horizons Electronics Corp. (the “Company”), its wholly owned subsidiaries NIC Components Corp., NUHC Inc., Nu Horizons International Corp., Nu Horizons Asia PTE LTD, Nu Horizons Electronics Hong Kong Limited, Nu Horizons Eurotech Limited, Titan Supply Chain Services Corp. and Titan Supply Chain Services PTE LTD and its majority owned subsidiaries, NIC Components Asia PTE LTD and NIC Eurotech Limited, contain all adjustments necessary to present fairly the Company’s financial position as of May 31, 2003 and February 28, 2003 and the results of its operations for the three month periods ended May 31, 2003 and 2002, and its cash flows for the three month periods ended May 31, 2003 and 2002.

See Note 3 regarding the sale of the net assets of the Company’s majority-owned subsidiary, Nu Visions Manufacturing, Inc.

The accounting policies followed by the Company are set forth in Note 2 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended February 28, 2003, which is incorporated herein by reference. 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

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

Property, plant and equipment consists of the following:

On August 23, 2001, the Company completed the sale of the assets of its contract-manufacturing subsidiary, Nu Visions Manufacturing, Inc., (“Nu Visions”). The selling price of $31,563,000 consisted of $2,000,000 in a Junior Subordinated Note and $29,563,000 in cash.

The $2,000,000 Junior Subordinated Note, dated August 23, 2001 and issued by the buyer, has a maturity date of May 14, 2007 and is subordinate in right of payment to all existing and future indebtedness of the issuer. The note bears interest from the issue date, on the principal amount, to, and including the maturity date, at a rate of 8% per annum. Interest shall be payable on the maturity date and shall compound quarterly as of each anniversary of the issue date. Prepayment of the note and interest accrued is permitted if and when certain conditions in the subordination agreement have been met.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

On October 18, 2000, the Company entered into an unsecured revolving line of credit with six banks, as amended October 30, 2002 and February 24, 2003, which currently provides for maximum borrowings of $80,000,000 at either (i) the lead bank’s prime rate or (ii) LIBOR plus 75 to 265 basis points, depending on the ratio of the Company’s liabilities to its tangible net worth, at the option of the Company through October 18, 2004. There were no borrowings at May 31, 2002, February 28, 2003 or May 31, 2003. As of the end of each reporting period, the Company had met all of the required covenants.

Earnings per share has been computed in accordance with the provisions of SFAS No. 128. The following table sets forth the components of basic and diluted earnings per share

Management believes that the Company is operating in a single business segment, distribution of electronic components, in accordance with the rules of SFAS No. 131 (“Disclosure About Segments of an Enterprise and Related Information”).

Although the Company’s business is primarily conducted in the United States, operations are also carried out overseas through its foreign subsidiaries in different geographic areas.

Revenues, by geographic area, for the first quarter of each of our last two fiscal years are as follows:

Total assets, by geographic area, for the first quarter ended in each of our last two fiscal years are as follows:

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Introduction:

Nu Horizons Electronics Corp. (the “Company”) and its wholly-owned subsidiaries, NIC Components Corp. (“NIC”), NUHC Inc. (“NUC”), Nu Horizons International Corp. (“International”), Nu Horizons Asia PTE LTD (“NUA”), Nu Horizons Electronics Hong Kong Limited (“NHK”), Nu Horizons Eurotech Limited (“NUE”), Titan Supply Chain Services Corp. (“TLC”) and Titan Supply Chain Services PTE LTD (“TSC”) and its majority owned subsidiaries NIC Components ASIA PTE LTD (“NIA”) and NIC Eurotech Ltd (“NIE”), 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,NIA and NIE principally to OEMs and other distributors nationally, consists of a high technology line of chip and leaded components including capacitors, resistors and related networks.

The financial information presented herein includes: (i) Consolidated Condensed Balance Sheets as of May 31, 2003 and February 28, 2003; (ii) Consolidated Condensed Statements of Operations for the three month periods ended May 31, 2003 and 2002 and (iii) Consolidated Condensed Statements of Cash Flows for the three month periods ended May 31, 2003 and 2002.

Critical Accounting Policies and Estimates

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Company evaluates its estimates, including those related to bad debts, inventories, income taxes, litigation and other contingencies, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies, among others, involve the more significant judgments and estimates used in the preparation of its consolidated financial statements:

– The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). Under SAB 101, revenue is recognized when the title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable and collectibility is reasonably assured. The Company recognizes revenues at time of shipment of its products and sales are recorded net of discounts and returns.

– The Company maintains allowances for doubtful accounts for estimated bad debts. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

– Inventories are recorded at the lower of cost or market. Write-downs of inventories to market value are based upon product franchise agreements governing price protection, stock rotation and obsolescence, as well as assumptions about future demand and market conditions. If assumptions about future demand/or actual market conditions are less favorable than those projected by management, additional write-downs of inventories could be required.

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Results of Operations:

Sales for the three-month period ended May 31, 2003 were $72,803,000 as compared to $75,012,000 for the comparable period of the prior year, a decrease of approximately $2,209,000 or 2.9%. However, on a sequential basis, sales for the current three month period increased from $70,928,000 for the quarter ended February 28, 2003, an increase of approximately $1,875,000 or 2.6%. Management believes that the current slowdown stabilized during the prior fiscal year and that market conditions have begun to marginally improve. Although the marketplace continues to afford poor visibility, management continues to believe that the first half of fiscal 2004 will continue to be flat or provide modest growth opportunities at best.

The gross profit margin for the quarter ended May 31, 2003 was 19.3% as compared to 19.3% for the prior year quarter ended May 31, 2002 and 18.1% for the immediate prior quarter ended February 28, 2003. Management believes that the sequential increase in gross margin percentage, to year earlier margin levels, marks a return to relative margin stability and may be an early indicator of a general segment recovery as the Company proceeds through calendar 2004, however, no assurances can be given in this regard.

Operating expenses increased to $15,354,000 for the three months ended May 31, 2003, from $14,265,000 for the three month period ended May 31,2002 an increase of $1,089,000 or 7.6%. The dollar increase in operating expenses was due to increases in the following expense categories: approximately $953,000 or 88% of the increase for the three-month period was for personnel related costs such as bonuses, commissions, salaries, travel and fringe benefits resulting from increased staffing levels in connection with the expansion of the Company’s Asian and U.S. operational capabilities during the first fiscal quarter. The remaining increases were a result of increases in various other general and administrative expenses. The reduction in sales from the prior yearhas resulted in higher operating expenses as a percent of sales and a loss of the economies of scale the Company enjoyed in recent fiscal years. Management has decided to endure this higher rate of operating expenses in order to be prepared to take advantage of what it believes will be an inevitable rebound for the industry, although no assurances can be given in this regard.

Interest expense decreased to $20,600 for the three months ended May 31, 2003, from $48,800 for the three month period ended May 31, 2002. The interest expense for both periods resulted from the commitment fees required to maintain the Company’s revolving line of credit facility. There were no bank borrowings in either period.

Net loss for the three-month period ended May 31, 2003 was $ 831,000 or $.05 per basic share basic as compared to net income of $7,700 or $.00 per basic and diluted share for the three-month period ended May 31, 2002. Management attributes the decrease in earnings for the period to increased operating expenses incurred in connection with the expansion of the Company’s Asian and U.S. operational capabilities and a reduction in gross margin dollars as a result of slightly lower sales volume in the current period.

Liquidity and Capital Resources:

At May 31, 2003, the Company’s current ratio was 7.4:1 as compared to 6.2:1 at February 28, 2003. Working capital remained relatively stable decreasing from approximately $116,792,000 at February 28, 2003 to approximately $116,566,000 at May 31, 2003, while cash decreased from February 28, 2003 to May 31, 2003 by approximately $3,815,000 to $27,530,000.

On October 18, 2000, the Company entered into an unsecured revolving line of credit with six banks, as amended, which currently provides for maximum borrowings of $80,000,000 at either (i) the lead bank’s prime rate or (ii) LIBOR plus 75 to 265 basis points, depending on the ratio of the Company’s liabilities to its tangible net worth, at the option of the Company through October 18, 2004. There were no borrowings under this line of credit at either May 31, 2003 or February 28, 2003.

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Liquidity and Capital Resources (continued):

The Company is currently in full compliance with all of the covenants contained in its loan agreement. However, the Company believes that there is a risk that, due to the overall decline in sales in the electronic components market, coupled with its decision to continue to invest both domestically and in the Asian market, the Company may violate the covenant related to minimum tangible net worth. The Company has contacted its banks to discuss entering into a new loan agreement to address the Company’s need to revise certain financial covenants in the current loan agreement. Several banks have advised the Company that they are willing to enter into a new loan agreement that should enable the Company to remain in compliance with all covenants, as revised, for the foreseeable future. There can be no assurances that the Company and its lenders will actually enter into such an agreement.

The Company anticipates that its resources provided by its cash flow from operations, without entering into the aforementioned agreement, will be sufficient to meet its financing requirements for at least the next twelve-month period. The Company is not currently a borrower and does not believe it will need to borrow during 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 may be forward-looking statements. Such forward-looking statements are based on the current beliefs of the Company’s management. Certain risks and uncertainties 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 those efforts, economic conditions in the semiconductor industry and the financial strength of the Company’s customers and suppliers. The Company does not undertake any obligation to update its forward looking statements Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.

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The Company’s credit facility bears interest based on interest rates tied to the prime or LIBOR rate, either of which may 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 several foreign subsidiaries and acquires certain inventory from foreign suppliers and as such, faces risk due to adverse movements in foreign currency exchange rates. These risks could have a material impact on the Company’s results in future periods.

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. It is difficult to predict the timing of the changing cycles in the electronic component industry.

a) The Company’s Chief Executive Officer and Chief Financial Officer participated in various conversations and meetings within 90 days of the filing of this report during which the Company’s disclosure controls and procedures were evaluated. The Chief Executive Officer and Chief Financial Officer have advised the Company that, based on such evaluation, they believe such disclosure controls and procedures are and continue to be effective.

b) There have been no significant changes in the Company’s internal controls or in other factors that would significantly affect the Company’s internal controls subsequent to the date of their evaluation.

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PART II. OTHER INFORMATION

There are no material legal proceedings against the Company or in which any of their property is subject.

None

None

None

None

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PART II. OTHER INFORMATION

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.

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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Durando, Vice President, Finance of Nu Horizons Electronics Corp. certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 2, 2003

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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur Nadata, President and CEO of Nu Horizons Electronics Corp. certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBIT INDEX

to

FORM 10-Q

FOR THE FIRST QUARTER ENDED MAY 31, 2003

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

NU HORIZONS ELECTRONICS CORP.

(Exact Name of Registrant as Specified in Its Charter)