Attached files
file | filename |
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EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - NU HORIZONS ELECTRONICS CORP | v206649_ex32-1.htm |
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - NU HORIZONS ELECTRONICS CORP | v206649_ex31-2.htm |
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - NU HORIZONS ELECTRONICS CORP | v206649_ex32-2.htm |
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - NU HORIZONS ELECTRONICS CORP | v206649_ex31-1.htm |
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 November 30, 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 if a smaller reporting company) ¨
|
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 December 20,
2010:
Common
Stock – Par Value $.0066
|
18,519,695
|
|
Class
|
Outstanding
Shares
|
|
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
INDEX
PART
I.
|
FINANCIAL
INFORMATION
|
Page(s)
|
Item
1.
|
Financial
Statements.
|
|
Consolidated
Condensed Statements of Operations (unaudited) - Three and Nine Months
Ended November 30, 2010 and 2009
|
3.
|
|
Consolidated
Condensed Balance Sheets - November 30, 2010 (unaudited) and February 28,
2010
|
4.
|
|
Consolidated
Condensed Statements of Cash Flows (unaudited) - Nine Months Ended
November 30, 2010 and 2009
|
5.
|
|
Notes
to Interim Consolidated Condensed Financial Statements
(unaudited)
|
6.-13.
|
|
Report
of Independent Registered Public Accounting Firm
|
14.
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
15.-20.
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
20.
|
Item
4.
|
Controls
and Procedures.
|
21.
|
PART
II.
|
OTHER
INFORMATION
|
22.
|
Item
1.
|
Legal
Proceedings.
|
22.
|
Item
1A.
|
Risk
Factors.
|
22.-23
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
23.
|
Item
3.
|
Defaults
Upon Senior Securities.
|
23.
|
Item
4.
|
Removed
and Reserved.
|
23.
|
Item
5.
|
Other
Information.
|
23.
|
Item
6.
|
Exhibits.
|
24.
|
SIGNATURES
|
25.
|
|
EXHIBIT
INDEX
|
26.
|
|
CERTIFICATIONS
|
- 2
-
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
|
For
the Nine Months Ended
|
|||||||||||||||
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
|||||||||||||
NET
SALES
|
$ | 158,458,000 | $ | 179,446,000 | $ | 533,350,000 | $ | 483,805,000 | ||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||
Cost
of sales
|
132,455,000 | 154,269,000 | 451,315,000 | 415,115,000 | ||||||||||||
Selling,
general and administrative expenses
|
23,033,000 | 22,821,000 | 71,188,000 | 67,366,000 | ||||||||||||
155,488,000 | 177,090,000 | 522,503,000 | 482,481,000 | |||||||||||||
OPERATING
INCOME
|
2,970,000 | 2,356,000 | 10,847,000 | 1,324,000 | ||||||||||||
OTHER
(INCOME) EXPENSE
|
||||||||||||||||
Interest
expense
|
403,000 | 454,000 | 1,915,000 | 1,146,000 | ||||||||||||
Interest
income
|
(4,000 | ) | (2,000 | ) | (86,000 | ) | (12,000 | ) | ||||||||
399,000 | 452,000 | 1,829,000 | 1,134,000 | |||||||||||||
INCOME
BEFORE PROVISION (BENEFIT) FOR INCOME TAXES AND NONCONTROLLING
INTEREST
|
2,571,000 | 1,904,000 | 9,018,000 | 190,000 | ||||||||||||
Provision
(benefit) for income taxes
|
631,000 | 1,174,000 | 2,228,000 | (240,000 | ) | |||||||||||
CONSOLIDATED
NET INCOME
|
1,940,000 | 730,000 | 6,790,000 | 430,000 | ||||||||||||
Net
income attributable to noncontrolling interest
|
180,000 | 80,000 | 500,000 | 181,000 | ||||||||||||
NET
INCOME ATTRIBUTED TO NU HORIZONS ELECTRONICS CORP.
|
$ | 1,760,000 | $ | 650,000 | $ | 6,290,000 | $ | 249,000 | ||||||||
NET
INCOME PER COMMON SHARE ATTRIBUTABLE TO NU HORIZONS ELECTRONICS
CORP.
|
||||||||||||||||
Basic
|
$ | .10 | $ | .04 | $ | .35 | $ | .01 | ||||||||
Diluted
|
$ | .10 | $ | .04 | $ | .34 | $ | .01 | ||||||||
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING:
|
||||||||||||||||
Basic
|
18,163,341 | 18,115,544 | 18,147,614 | 18,102,269 | ||||||||||||
Diluted
|
18,438,144 | 18,189,426 | 18,293,480 | 18,162,352 |
See
accompanying notes
- 3
-
NU
HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
CONSOLIDATED
CONDENSED BALANCE SHEETS
November
30,
2010
|
February
28,
2010
|
|||||||
(unaudited)
|
||||||||
-
ASSETS -
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 28,827,000 | $ | 6,632,000 | ||||
Accounts
receivable – net of allowance for doubtful accounts of $2,983,000 and
$3,659,000
as of November 30, 2010 and February 28, 2010,
respectively
|
107,529,000 | 131,883,000 | ||||||
Inventories
|
96,743,000 | 117,377,000 | ||||||
Deferred
tax asset
|
407,000 | 434,000 | ||||||
Prepaid
expenses and other current assets
|
2,360,000 | 7,095,000 | ||||||
TOTAL
CURRENT ASSETS
|
235,866,000 | 263,421,000 | ||||||
PROPERTY,
PLANT AND EQUIPMENT – NET
|
4,272,000 | 4,924,000 | ||||||
OTHER
ASSETS:
|
||||||||
Goodwill
|
2,308,000 | 2,308,000 | ||||||
Intangibles
– net
|
3,151,000 | 3,404,000 | ||||||
Other
assets
|
2,533,000 | 2,087,000 | ||||||
TOTAL
ASSETS
|
$ | 248,130,000 | $ | 276,144,000 | ||||
-
LIABILITIES AND EQUITY -
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 37,009,000 | $ | 78,791,000 | ||||
Accrued
expenses
|
10,085,000 | 7,696,000 | ||||||
Bank
debt
|
286,000 | 4,192,000 | ||||||
Income
taxes payable
|
2,039,000 | 1,746,000 | ||||||
TOTAL
CURRENT LIABILITIES
|
49,419,000 | 92,425,000 | ||||||
LONG
TERM LIABILITIES
|
||||||||
Bank
debt
|
41,430,000 | 35,000,000 | ||||||
Other
long term liabilities
|
3,568,000 | 3,355,000 | ||||||
TOTAL
LONG TERM LIABILITIES
|
44,998,000 | 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;
18,519,695
and 18,549,305 shares issued and outstanding as of
November
30, 2010 and February 28, 2010, respectively
|
122,000 | 122,000 | ||||||
Additional
paid-in capital
|
58,478,000 | 57,227,000 | ||||||
Retained
earnings
|
91,379,000 | 85,089,000 | ||||||
Other
accumulated comprehensive income
|
549,000 | 240,000 | ||||||
Total
Nu Horizons stockholders' equity
|
150,528,000 | 142,678,000 | ||||||
Noncontrolling
interest
|
3,185,000 | 2,686,000 | ||||||
TOTAL
EQUITY
|
153,713,000 | 145,364,000 | ||||||
TOTAL
LIABILITIES AND EQUITY
|
$ | 248,130,000 | $ | 276,144,000 |
See
accompanying notes
- 4
-
NU
HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For
The Nine Months Ended
|
||||||||
November
30,
2010
|
November
30,
2009
|
|||||||
INCREASE
IN CASH AND CASH EQUIVALENTS:
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Cash
received from customers
|
$ | 558,128,000 | $ | 478,259,000 | ||||
Cash
paid to suppliers and employees
|
(536,440,000 | ) | (481,946,000 | ) | ||||
Interest
received
|
86,000 | 12,000 | ||||||
Arbitration
settlement received
|
1,900,000 | — | ||||||
Interest
paid
|
(1,986,000 | ) | (1,202,000 | ) | ||||
Income
tax refunds
|
— | 2,474,000 | ||||||
Income
taxes paid
|
(1,738,000 | ) | (1,181,000 | ) | ||||
Net
cash provided (used) by operating activities
|
19,950,000 | (3,584,000 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital
expenditures
|
(255,000 | ) | (910,000 | ) | ||||
Net
cash used in investing activities
|
(255,000 | ) | (910,000 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Borrowings
under revolving credit lines and bank credit lines
|
231,310,000 | 183,155,000 | ||||||
Repayments
under revolving credit lines and bank credit lines
|
(228,786,000 | ) | (171,752,000 | ) | ||||
Proceeds
from exercise of stock options
|
46,000 | |||||||
Dividend
to noncontrolling interest
|
— | (135,000 | ) | |||||
Net
cash provided by financing activities
|
2,570,000 | 11,268,000 | ||||||
EFFECT
OF EXCHANGE RATE CHANGE
|
(70,000 | ) | (65,000 | ) | ||||
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
22,195,000 | 6,709,000 | ||||||
Cash
and cash equivalents, beginning of year
|
6,632,000 | 4,793,000 | ||||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 28,827,000 | $ | 11,502,000 | ||||
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:
|
||||||||
CONSOLIDATED
NET INCOME
|
$ | 6,790,000 | $ | 430,000 | ||||
Adjustments:
|
||||||||
Depreciation
and amortization
|
1,159,000 | 1,389,000 | ||||||
Bad
debt reserve
|
(367,000 | ) | 248,000 | |||||
Deferred
income tax
|
(22,000 | ) | (1,171,000 | ) | ||||
Stock
based compensation
|
1,255,000 | 777,000 | ||||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
24,778,000 | (5,545,000 | ) | |||||
Inventories
|
20,634,000 | 109,000 | ||||||
Prepaid
expenses and other current assets
|
4,749,000 | (1,190,000 | ) | |||||
Other
assets
|
(549,000 | ) | 3,171,000 | |||||
Accounts
payable and accrued expenses
|
(36,951,000 | ) | (1,145,000 | ) | ||||
Income
taxes
|
(1,738,000 | ) | (1,181,000 | ) | ||||
Other
long-term liabilities
|
212,000 | 524,000 | ||||||
NET
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
|
$ | 19,950,000 | $ | (3,584,000 | ) |
See accompanying notes
- 5
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
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"), Razor Electronics Asia Private Limited
("RAA"), 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"), NUH Electronics India Private Limited
("NUY"), 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 November 30, 2010 and February 28, 2010 and the results of its
operations for the three- and nine-month periods ended November 30, 2010
and 2009 and cash flows for the nine-month periods ended November 30, 2010
and 2009.
|
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- and nine-month periods ended November 30,
2010 are not necessarily indicative of the results to be expected for the full
year.
Prior to
the third quarter of fiscal 2010, the Company’s quarterly tax provision for
(benefit from) income taxes was measured using an estimated annual effective tax
rate for the period, adjusted for discrete items that occurred within the
periods presented. Beginning with the third quarter of fiscal 2010,
the Company used an alternative method to calculate the effective tax rate since
it was 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 quarters’ discrete pre-tax income. Due to the
uncertainty in the current economic market, the Company continued to apply the
alternative method to compute income tax expense through the first nine months
of fiscal 2011.
On
September 20, 2010, the Company announced the signing of a definitive agreement
(the "Merger Agreement") providing for the acquisition of Nu Horizons
Electronics Corp. by Arrow Electronics, Inc. in an all-cash transaction (the
"Merger") in which the Company's stockholders will receive $7.00 for each share
of the Company's common stock. On December 7, 2010, a Special Meeting
of Stockholders took place in which the stockholders voted to adopt the Merger
Agreement. The closing of the Merger remains subject to certain
remaining customary closing conditions and regulatory approvals. The
Company currently expects the Merger to close in the first quarter of calendar
year 2011.
On
September 14, 2010, the Company entered into a Settlement Agreement with its
former independent registered public accounting firm and certain former partners
of that firm. Pursuant to the Settlement Agreement, $1.9 million was paid to the
Company, on October 4, 2010, upon which payment both parties released one
another from claims related to the arbitration proceeding commenced by the
Company. This income was recorded by the Company during the three
months ended November 30, 2010 and is included in selling, general and
administrative expenses. In addition, the Company incurred $990,000
of related costs through the nine months ended November 30,
2010.
- 6
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
Use of
Estimates
The
preparation of financial statements in conformity with GAAP requires our
management to make estimates and assumptions, which may affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
|
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 returned 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 12% of total
sales for the nine months ended November 30, 2010, most of which occurred in the
first quarter of fiscal year 2011.
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.
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:
November
30,
2010
|
February
28,
2010
|
|||||||
Furniture,
fixtures and equipment
|
$ | 10,817,000 | $ | 11,092,000 | ||||
Computer
equipment
|
9,851,000 | 9,744,000 | ||||||
Leasehold
improvements
|
1,617,000 | 1,517,000 | ||||||
22,285,000 | 22,353,000 | |||||||
Less: Accumulated
depreciation and amortization
|
(18,013,000 | ) | (17,429,000 | ) | ||||
$ | 4,272,000 | $ | 4,924,000 |
Depreciation
expense for the three months ended November 30, 2010 and 2009 was $280,000 and
$274,000, respectively. Depreciation expense for the nine months ended November
30, 2010 and 2009 was $896,000 and $1,135,000, respectively.
- 7
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
3.
|
DEBT:
|
Bank
Debt: Bank 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 may only borrow the consolidated excess
available net of non-qualifying inventories and receivables. The Company
utilized the ABL to pay off and terminate its pre-existing $120 million secured
revolving line of credit, and U.K. credit line consisting of a £4 million
(approximately $6,000,000) receivable financing agreement.
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 may also borrow under the ABL by utilizing
London Interbank Notes (“Libor Notes”). At November 30, 2010, the Company had
outstanding approximately $10,000,000 in Libor Notes. 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 under the ABL
|
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 | % |
The
blended interest rate at November 30, 2010 was 4.2%. Direct
borrowings under the ABL were $41,430,000 at November 30, 2010.
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 $1,815,000) as of November 30, 2010, at the current prevailing
interest rate of 5.9%. Borrowings under the Danish Credit Line were
1,586,000 Danish Kroner ($286,000) and 6,146,000 Danish Kroner ($1,121,000) at
November 30, 2010 and February 28, 2010, respectively. The Danish
Credit Line has no expiration date and is reviewed quarterly by the bank in
Denmark.
At November 30, 2010, the Company had
excess availability aggregating approximately $25,550,000 under all of its bank
credit facilities.
We
incurred interest expense on our borrowings under our credit facilities of
$293,000 and $1,195,000 during the three and nine months ended November 30,
2010, respectively, and $309,000 and $1,036,000 during the three and nine months
ended November 30, 2009, respectively. We also recorded amortization
of our debt issuance costs of $110,000 and $720,000 reported within interest
expense, during the three and nine months ended November 30, 2010, respectively,
inclusive of a $268,000 write-off of debt issuance costs associated with the ABL
refinancing.
- 8
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
4.
|
ACCRUED
EXPENSES:
|
Accrued
expenses consist of the following:
November 30,
2010
|
February
28,
2010
|
|||||||
Commissions
|
$ | 1,993,000 | $ | 2,089,000 | ||||
Goods
and services tax
|
1,928,000 | 752,000 | ||||||
Compensation
and related benefits
|
2,609,000 | 969,000 | ||||||
Sales
returns
|
892,000 | 739,000 | ||||||
Professional
fees
|
995,000 | 332,000 | ||||||
Deferred
rent
|
541,000 | 464,000 | ||||||
Other
|
1,127,000 | 2,351,000 | ||||||
Total
|
$ | 10,085,000 | $ | 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
|
For
the Nine Months Ended
|
|||||||||||||||
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
|||||||||||||
NUMERATOR:
|
||||||||||||||||
Net
income attributed to Nu Horizons Electronics Corp.
|
$ | 1,760,000 | $ | 650,000 | $ | 6,290,000 | $ | 249,000 | ||||||||
DENOMINATOR
|
||||||||||||||||
Basic
earnings per common share – weighted-average number of common shares
outstanding
|
18,163,341 | 18,115,544 | 18,147,614 | 18,102,269 | ||||||||||||
Effect
of dilutive stock options and restricted shares
|
274,803 | 73,882 | 145,866 | 60,083 | ||||||||||||
Diluted
earnings per common share – adjusted weighted-average number of common
shares outstanding
|
18,438,144 | 18,189,426 | 18,293,480 | 18,162,352 | ||||||||||||
Net
income per share:
Basic
|
$ | 0.10 | $ | 0.04 | $ | 0.35 | $ | 0.01 | ||||||||
Diluted
|
$ | 0.10 | $ | 0.04 | $ | 0.34 | $ | 0.01 |
For the
three months ended November 30, 2010 and 2009, the above calculation excludes
429,125 options and 118,986 restricted shares and 1,268,250 options and 296,359
restricted shares, respectively, as their effect was
antidilutive. For the nine months ended November 30, 2010 and 2009,
the above calculation excludes 1,657,375 options and 257,363 restricted shares,
and 1,383,000 options and 354,490 restricted shares, respectively, as their
effect was antidilutive.
- 9
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
6.
|
STOCK
BASED COMPENSATION:
|
Stock
Options
Stock
options granted to date under each of the Company’s 2000 Stock Option Plan, 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 nine months
ended November 30, 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
|
1,125,000 | 3.56 |
9.4
years
|
— | ||||||||||||
Exercised
|
(7,500 | ) | 5.39 | — | — | |||||||||||
Expired
and forfeited
|
(79,250 | ) | 12.86 | — | — | |||||||||||
Outstanding
at November 30, 2010
|
2,211,500 | $ | 5.27 |
6.6
years
|
$ | 4,849,000 | ||||||||||
Exercisable
at November 30, 2010
|
1,189,551 | $ | 6.77 |
4.2
years
|
$ | 1,336,000 |
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 third 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 November
30, 2010. This amount changes based on the fair market value of the
Company’s common stock. For the nine-month period ended November 30,
2010 and 2009, the Company recorded compensation expense aggregating
approximately $713,000 and $173,000, respectively relating to the issuance of
stock options.
Cash
received from option exercises during the nine months ended November 30, 2010
and 2009 was $46,000 and $0, respectively and is included within the financing
activities section in the accompanying consolidated statements of cash
flow.
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
nine-month periods ended November 30, 2010 and 2009, the Company recorded
compensation expense aggregating $542,000 and $604,000, 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 nine months ended November 30, 2010:
Shares
|
Weighted
Average
Grant
Date
Fair
Value
|
|||||||
Non-vested
shares at March 1, 2010
|
432,216 | $ | 8.73 | |||||
Granted
|
— | — | ||||||
Vested
|
(63,612 | ) | $ | 7.89 | ||||
Forfeited
|
(20,578 | ) | $ | 6.36 | ||||
Non-vested
shares at November 30, 2010
|
348,026 | $ | 9.02 |
As of
November 30, 2010, there was total unrecognized compensation cost of $3,975,000
related to non-vested shares and stock options which is expected to be
recognized over a weighted average period of 2.8 years.
- 10
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(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 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. The Company and Oracle have agreed to terminate their
supplier/distributor relationship effective November 30,
2010. Oracle (Sun Microsystems) product sales contributed
3% of Nu Horizons consolidated revenue for the nine-month period ended November
30, 2010 and 5% for the comparable period in 2009. In addition, the
Company gave notice to terminate the IBM supplier/distribution agreement
effective January 6, 2011. Product sales for IBM were immaterial for
the nine-month period ended November 30, 2010 and 2009.
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 and nine months ended
November 30, 2010 and 2009 are as follows:
Three
Months Ended
|
Nine Months Ended | |||||||||||||||
Sales:
|
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
||||||||||||
Active
electronic components
|
$ | 141,984,000 | $ | 166,315,000 | $ | 483,116,000 | $ | 451,659,000 | ||||||||
Passive
components
|
16,474,000 | 13,131,000 | 50,234,000 | 32,146,000 | ||||||||||||
$ | 158,458,000 | $ | 179,446,000 | $ | 533,350,000 | $ | 483,805,000 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
Operating
income (loss):
|
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
||||||||||||
Active
electronic components
|
$ | 2,263,000 | $ | 1,879,000 | $ | 10,313,000 | $ | 2,856,000 | ||||||||
Passive
components
|
1,800,000 | 956,000 | 4,973,000 | 719,000 | ||||||||||||
Corporate
|
(1,093,000 | ) | (479,000 | ) | (4,439,000 | ) | (2,251,000 | ) | ||||||||
$ | 2,970,000 | $ | 2,356,000 | $ | 10,847,000 | $ | 1,324,000 |
Total
assets, by segment, as of November 30, 2010 and February 28, 2010 are as
follows:
November
30,
2010
|
February
28,
2010
|
|||||||
Total
assets
|
||||||||
Active
electronic components
|
$ | 198,217,000 | $ | 231,408,000 | ||||
Passive
components
|
49,913,000 | 44,736,000 | ||||||
$ | 248,130,000 | $ | 276,144,000 |
The
Company’s business is conducted in North America, Europe and
Asia/Pacific.
- 11
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
Revenues,
by geographic area, for the three and nine months ended November 30, 2010 and
2009 are as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
Revenue:
|
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
||||||||||||
North
America
|
$ | 85,336,000 | $ | 102,521,000 | $ | 286,333,000 | $ | 279,794,000 | ||||||||
Europe
|
18,464,000 | 17,548,000 | 55,718,000 | 52,233,000 | ||||||||||||
Asia/Pacific
|
54,658,000 | 59,377,000 | 191,299,000 | 151,778,000 | ||||||||||||
$ | 158,458,000 | $ | 179,446,000 | $ | 533,350,000 | $ | 483,805,000 |
Total
assets, by geographic area, as of November 30, 2010 and February 28, 2010 are as
follows:
November
30,
2010
|
February
28,
2010
|
|||||||
Total
assets
|
||||||||
North
America
|
$ | 144,134,000 | $ | 174,516,000 | ||||
Europe
|
13,226,000 | 16,235,000 | ||||||
Asia/Pacific
|
90,770,000 | 85,393,000 | ||||||
$ | 248,130,000 | $ | 276,144,000 |
The net
book value of long-lived assets, by geographic area, as of November 30, 2010 and
February 28, 2010 is as follows:
November
30,
2010
|
February
28,
2010
|
|||||||
Long
–lived assets
|
||||||||
North
America
|
$ | 3,816,000 | $ | 4,378,000 | ||||
Europe
|
177,000 | 269,000 | ||||||
Asia/Pacific
|
279,000 | 277,000 | ||||||
$ | 4,272,000 | $ | 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 stockholders' equity. Our comprehensive income (loss)
primarily includes net income (loss) and foreign currency translation
adjustments. Comprehensive income (loss) for the three and nine
months ended November 30, 2010 and 2009 is as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
November
30,
2010
|
November
30,
2009
|
November
30,
2010
|
November
30,
2009
|
|||||||||||||
Consolidated
net income
|
$ | 1,940,000 | $ | 730,000 | $ | 6,790,000 | $ | 430,000 | ||||||||
Other
comprehensive income (loss)
|
469,000 | (189,000 | ) | 309,000 | (102,000 | ) | ||||||||||
Consolidated
comprehensive income
(loss)
|
2,409,000 | 541,000 | 7,099,000 | 328,000 | ||||||||||||
Less: Comprehensive
income attributed
to noncontrolling interest
|
180,000 | 80,000 | 500,000 | 181,000 | ||||||||||||
Comprehensive
income attributed
to Nu Horizons Electronics
Corp.
|
$ | 2,229,000 | $ | 461,000 | $ | 6,599,000 | $ | 147,000 |
- 12
-
NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
9.
|
LEGAL
PROCEEDINGS:
|
After the
announcement of the proposed Merger with Arrow on September 20, 2010, four class
action lawsuits were filed against the Company, its directors, Arrow
Electronics, Inc. and a wholly-owned subsidiary of Arrow. All of the
lawsuits were filed in New York State Supreme Court in Suffolk County. By
order of the Court entered on October 29, 2010, the four class actions were
consolidated in the New York Supreme Court, Suffolk County before the Hon.
Elizabeth H. Emerson under the caption In re Nu Horizons
Shareholders Litigation (the “Action”). Also on
October 29, 2010, the Court (Emerson, J.) entered an order appointing
the law firms of Robbins Geller Rudman & Dowd, LLP, Robbins Umeda, LLP, and
Levy & Korsinsky, LLP as Co-Lead Counsel for the plaintiffs in the
Action. Following extensive document production by the
defendants to the plaintiffs’ counsel, the plaintiffs’
counsel alleged that there were certain additional disclosures that
they believed the defendants should make in connection with the Merger.
While the defendants believe that the original proxy statement disclosed all
material facts concerning the proposed transaction and complied with all
applicable laws and regulations, the parties’ counsel entered into a Memorandum
of Understanding dated November 12, 2010 pursuant to which the defendants agreed
to make certain additional disclosures proposed by the
plaintiffs in order to settle the Action and avoid the burden, expense and
uncertainty of further litigation. The supplemental disclosures were made
on November 15, 2010. Although the parties have reached an agreement
to settle the Action, as memorialized in the Memorandum of Understanding, final
settlement of the Action is subject to certain conditions that remain to be
satisfied, including final approval by the Court. Furthermore, the
defendants have the right to terminate the settlement in the event that more
than eight percent of the common stockholders of Nu Horizons elect to opt out of
the settlement.
- 13
-
/s/ Ernst
& Young LLP
Jericho,
New York
December
28, 2010
- 14
-
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 Part II, Item 1A – Risk Factors in this Form 10-Q, "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 the risk that the acquisition of the Company by Arrow
Electronics, Inc. does not close, including the risk that the requisite
regulatory approvals may not be obtained; the level of business and consumer
spending for electronic products; the competitive environment within the
electronics industry; the ability of the Company to expand its operations; the
financial strength of the Company's customers and suppliers; the cyclical nature
of the distributor industry; pricing and gross margin pressures; loss of key
customers; the ability to control costs and expenses; the threat or occurrence
of international armed conflict and terrorist activities both in the United
States and internationally; risks and costs associated with increased and new
regulation of corporate governance and disclosure standards (including pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002); and risks involving
governmental regulation. 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
nine-month periods ended November 30, 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.
On
September 20, 2010, the Company announced the signing of a definitive agreement
(the “Merger
Agreement”) providing for
the acquisition of Nu Horizons Electronics Corp. by Arrow Electronics, Inc. in
an all-cash transaction (the “Merger”) in which the
Company's stockholders will receive $7.00 for each share of the Company's common
stock. On December 7, 2010, a Special Meeting of Stockholders took
place in which the stockholders voted to adopt the Merger
Agreement. The closing of the Merger remains subject to certain
remaining customary closing conditions and regulatory approvals. The
Company currently expects the Merger to close in the first quarter of calendar
year 2011.
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 12% of total sales for the nine-month period
ended November 30, 2010.
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. The Company and Oracle have agreed to
terminate their supplier/distributor relationship effective November 30,
2010. Oracle (Sun Microsystems) product sales contributed
3% of Nu Horizons consolidated revenue for the nine-month period ended November
30, 2010 and 5% for the comparable period in 2009. In addition, the
Company gave notice to terminate the IBM supplier/distribution agreement
effective January 6, 2011. Product sales for IBM were immaterial for
the nine-month periods ended November 30, 2010 and 2009. In
connection with the Oracle and IBM supplier/distribution termination, the
Company had a reduction in workforce of 13 employees effective October 15, 2010,
which is expected to reduce annual compensation expense by $1,500,000, not
including severance costs of $341,000.
- 15
-
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
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.
The
Company operates in North America, Europe and Asia/Pacific. 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 and
nine months ended November 30, 2010 and 2009:
Analysis
of Sales by Segment
|
||||||||||||||||||||
Quarters
Ended November 30,
|
Percentage
Change
|
|||||||||||||||||||
2010
|
%
of Total
|
2009
|
%
of Total
|
2010
to 2009
|
||||||||||||||||
Sales by Segment: | ||||||||||||||||||||
Active
Electronic Components
|
$ | 141,984,000 | 89.6 | % | $ | 166,315,000 | 92.7 | % | (14.6 | )% | ||||||||||
Passive
Components
|
16,474,000 | 10.4 | % | 13,131,000 | 7.3 | % | 25.5 | % | ||||||||||||
$ | 158,458,000 | 100.0 | % | $ | 179,446,000 | 100.0 | % | (11.7 | )% |
Analysis
of Sales by Segment
|
||||||||||||||||||||
Nine
Months Ended November 30,
|
Percentage
Change
|
|||||||||||||||||||
2010
|
%
of Total
|
2009
|
%
of Total
|
2010
to 2009
|
||||||||||||||||
Sales
by Segment:
|
||||||||||||||||||||
Active
Electronic Components
|
$ | 483,116,000 | 90.6 | % | $ | 451,659,000 | 93.4 | % | 7.0 | % | ||||||||||
Passive
Components
|
50,234,000 | 9.4 | % | 32,146,000 | 6.6 | % | 56.3 | % | ||||||||||||
$ | 533,350,000 | 100.0 | % | $ | 483,805,000 | 100.0 | % | 10.2 | % |
- 16
-
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
The
tables below provide a summary of sales by geographic area for the Company for
the three and nine months ended November 30, 2010 and 2009:
Analysis
of Sales by Geography
|
||||||||||||||||||||
Quarters
Ended November 30,
|
Percentage
Change
|
|||||||||||||||||||
2010
|
%
of Total
|
2009
|
%
of Total
|
2010
to 2009
|
||||||||||||||||
Sales by Geography: |
|
|||||||||||||||||||
North
America
|
$ | 85,336,000 | 53.9 | % | $ | 102,521,000 | 57.1 | % | (16.8 | )% | ||||||||||
Asia/Pacific
|
54,658,000 | 34.5 | % | 59,377,000 | 33.1 | % | (7.9 | )% | ||||||||||||
Europe
|
18,464,000 | 11.6 | % | 17,548,000 | 9.8 | % | 5.2 | % | ||||||||||||
$ | 158,458,000 | 100 | % | $ | 179,446,000 | 100 | % | (11.7 | )% |
Analysis
of Sales by Geography
|
||||||||||||||||||||
Nine
Months Ended November 30,
|
Percentage
Change
|
|||||||||||||||||||
2010
|
%
of Total
|
2009
|
%
of Total
|
2010
to 2009
|
||||||||||||||||
Sales by Geography: | ||||||||||||||||||||
North
America
|
$ | 286,333,000 | 53.7 | % | $ | 279,794,000 | 57.8 | % | 2.3 | % | ||||||||||
Asia/Pacific
|
191,299,000 | 35.9 | % | 151,778,000 | 31.4 | % | 26.0 | % | ||||||||||||
Europe
|
55,718,000 | 10.4 | % | 52,233,000 | 10.8 | % | 6.7 | % | ||||||||||||
$ | 533,350,000 | 100 | % | $ | 483,805,000 | 100 | % | 10.2 | % |
The
following table sets forth, for the three- and nine-month periods ended November
30, 2010 and 2009, certain items in the Company’s consolidated statements of
operations expressed as a percentage of net sales.
Three
Months Ended November 30
|
Nine
Months Ended November 30
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost
of sales
|
83.6 | 86.0 | 84.6 | 85.8 | ||||||||||||
Gross
profit
|
16.4 | 14.0 | 15.4 | 14.2 | ||||||||||||
Selling,
general and administrative
expenses
|
14.5 | 12.7 | 13.3 | 13.9 | ||||||||||||
Interest
expense
|
0.3 | 0.3 | 0.3 | 0.2 | ||||||||||||
Net
income
|
1.1 | 0.4 | 1.2 | 0.1 |
Prior to
the third quarter of fiscal 2010, the Company’s quarterly tax provision for
(benefit from) income taxes was measured using an estimated annual effective tax
rate for the period, adjusted for discrete items that occurred within the
periods presented. Beginning with the third quarter of fiscal 2010,
the Company used an alternative method to calculate the effective tax rate since
it was 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 quarters’ discrete pre-tax income. Due to the
uncertainty in the current economic market, the Company continued to apply the
alternative method to compute income tax expense through the first nine months
of fiscal 2011.
- 17
-
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Results of
Operations:
Three
Months Ended November 30, 2010 compared to Three Months Ended November 30,
2009
Consolidated
net sales for the three months ended November 30, 2010 were $158,458,000 as
compared to $179,446,000 for the comparable period of the prior year, a decrease
of $20,988,000 or 11.7%.
Excluding
Xilinx product sales, active electronic component sales were $140,548,000 for
the three months ended November 30, 2010 as compared to $105,901,000 for the
comparable period of the prior year, an increase of approximately $34,647,000 or
32.7%. Passive components sales for the three months ended November
30, 2010 were $16,474,000 compared to $13,131,000 for the three months ended
November 30, 2009, an increase of $3,343,000 or 25.5%.
As a
result of a favorable product mix, consolidated gross margin was 16.4% for the
three months ended November 30, 2010 as compared to 14.0% for the comparable
period of the prior year.
Selling,
general and administrative expenses increased $212,000 to $23,033,000 for the
quarter ended November 30, 2010. The increase primarily relates to
$1,462,000 higher professional fees in connection with the proposed acquisition
of Nu Horizons Electronics Corp. by Arrow Electronics, Inc., an arbitration with
our prior auditors related to a prior year restatement of the Company's
financial statements (the "Arbitration"), and an increase in certain other
professional fees, offset by a favorable $1,900,000 Arbitration settlement
received by the Company. Other selling, general and administrative
expenses increased $650,000, primarily due to higher foreign exchange expense,
freight cost and commissions.
Net
interest expense decreased to $399,000 for the three months ended November 30,
2010 from $452,000 from the prior period primarily due to lower rates partially
offset by higher debt levels.
For the
three months ended November 30, 2010, the Company recorded an income tax
provision of $631,000, primarily due to tax on income earned by foreign
subsidiaries and state and local income taxes. For the three months ended
November 30, 2009, the Company recorded an income tax provision of $1,174,000,
primarily due to tax on income earned by foreign subsidiaries, state and local
income taxes and reversal of estimated tax benefits taken in prior quarters,
partially offset by tax benefits generated as a result of a U.S. net operating
loss, foreign tax credit and tax benefits derived from research and development
activities.
Net
income attributable to the Company for the three months ended November 30, 2010
was $1,760,000 or $.10 per basic and diluted share as compared to net income of
$650,000 or $0.04 per basic and diluted share for the three months ended
November 30, 2009.
Nine
Months Ended November 30, 2010 compared to Nine Months Ended November 30,
2009
Consolidated
net sales for the nine months ended November 30, 2010 were $533,350,000 as
compared to $483,805,000 for the comparable period of the prior year, an
increase of $49,545,000 or 10.2%.
Excluding
Xilinx product sales, active electronic component sales were $419,261,000 for
the nine months ended November 30, 2010, compared to $292,149,000 for the
comparable period of the prior year, an increase of approximately
$127,112,000. Passive components sales for the nine months ended
November 30, 2010 were $50,234,000 compared to $32,146,000 for the nine months
ended November 30, 2009, an increase of $18,088,000 or 56.3%.
As a
result of a favorable product mix, consolidated gross margin was 15.4% for the
nine months ended November 30, 2010 as compared to 14.2% for the comparable
period of the prior year.
Selling,
general and administrative expenses increased $3,822,000 or 5.7% over the prior
period primarily due to increased selling expenses of $3,299,000 as a result of
higher sales levels and an increase of $2,162,000 in professional
fees. The increased professional fees related to the proposed
acquisition of Nu Horizons Electronics Corp. by Arrow Electronics, Inc., legal
fees associated with the Arbitration and an increase in other professional fees,
offset by a favorable $1,900,000 Arbitration settlement received by the
Company. Other selling, general and administrative expenses increased
$261,000, primarily due to higher foreign exchange expense, freight cost and
commissions.
Net
interest expense increased to $1,829,000 from
$1,134,000 from the prior period primarily due to higher average debt levels,
and the write-off of approximately $268,000 of unamortized deferred financing
costs as a result of the new asset-based loan facility partially offset by lower
interest rates.
- 18
-
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
For the
nine months ended November 30, 2010, the Company recorded an income tax
provision of $2,228,000, primarily due to tax on income earned by foreign
subsidiaries and state and local income taxes. For the nine months ended
November 30, 2009, the Company recorded an income tax benefit of $240,000,
primarily due to tax benefits generated on U.S. net operating losses, foreign
tax credit and tax benefits derived from research and development activities,
partially offset by tax on income earned by foreign subsidiaries and state and
local income taxes.
Net
income attributable to the Company for the nine months ended November 30, 2010
was $6,290,000 or $.35 per basic and $.34 per diluted share as compared to a net
income of $249,000 or $.01 per basic and diluted share for the nine months ended
November 30, 2009.
Liquidity and Capital
Resources:
The
Company's current ratio (current assets divided by current liabilities) was
4.8:1 at November 30, 2010. Working Capital was $186,447,000 at
November 30, 2010 as compared to $170,996,000 at February 28, 2010.
Bank
Debt: Bank 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 may only borrow the consolidated excess
available net of non-qualifying inventories and receivables. The Company
utilized the ABL to pay off and terminate its pre-existing U.S. $120 million
secured revolving line of credit, and a £4 million (approximately $6,000,000)
receivable financing agreement.
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 may also borrow under the ABL by utilizing
London Interbank Notes (“Libor Notes”). At November 30, 2010, the
Company had outstanding approximately $10.0 million in Libor Notes. 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 under the ABL
|
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 | % |
The
blended interest rate at November 30, 2010 was 4.2%. Direct borrowings under the
ABL were $41,430,000 at November 30, 2010.
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 $1,815,000) as of November 30, 2010, at the current prevailing
interest rate 5.9%. Borrowings under the Danish Credit Line were
1,586,000 Danish Kroner ($286,000) and 6,146,000 Danish Kroner ($1,121,000) at
November 30, 2010 and February 28, 2010, respectively. The Danish
Credit Line has no expiration date and is reviewed quarterly by the bank in
Denmark.
At November 30, 2010, the Company had
excess availability aggregating approximately $25,550,000 under all of its bank
credit facilities.
We
incurred interest expense on our borrowings under our credit facilities of
$293,000 and $1,195,000 during the three and nine months ended November 30,
2010, respectively, and $309,000 and $1,036,000 during the three and nine months
ended November 30, 2009, respectively. We also recorded amortization
of our deferred debt issuance costs of $110,000 and $720,000, reported
within interest expense, during the three and nine months ended November 30,
2010, respectively, inclusive of a $268,000 write-off of unamortized debt
issuance costs associated with the ABL refinancing.
- 19
-
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
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
November 30, 2010, the Company had no off-balance sheet
arrangements.
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 the ABL is tied to the bank's base
rate or LIBOR rate, and under the Danish Credit Line is tied to the prevailing
rate; both 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 $83,000 for the three months ended November 30, 2010 and
$53,000 for the three months ended November 30, 2009. 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 a dozen
countries and, during the quarter ended November 30, 2010, generated
approximately 46.3% 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 $103,996,000 and
$101,628,000 at November 30, 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% change of the dollar against foreign currencies was not
material in the quarters ended November 30, 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.
- 20
-
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 November 30, 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 November 30, 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.
- 21
-
PART II
OTHER
INFORMATION
Item
1.
|
Legal
Proceedings.
|
After the announcement of the
proposed Merger with Arrow on September 20, 2010, four class action lawsuits
were filed against the Company, its directors, Arrow Electronics, Inc. and a
wholly-owned subsidiary of Arrow. All of the lawsuits were filed in New
York State Supreme Court in Suffolk County. By order of the Court entered
on October 29, 2010, the four class actions were consolidated in the New
York Supreme Court, Suffolk County before the Hon. Elizabeth H. Emerson under
the caption In re Nu Horizons
Shareholders Litigation (the “Action”). Also on
October 29, 2010, the Court (Emerson, J.) entered an order appointing
the law firms of Robbins Geller Rudman & Dowd, LLP, Robbins Umeda, LLP, and
Levy & Korsinsky, LLP as Co-Lead Counsel for the plaintiffs in the
Action. Following extensive document production by the
defendants to the plaintiffs’ counsel, the plaintiffs’
counsel alleged that there were certain additional disclosures that
they believed the defendants should make in connection with the Merger.
While the defendants believe that the original proxy statement disclosed all
material facts concerning the proposed transaction and complied with all
applicable laws and regulations, the parties’ counsel entered into a Memorandum
of Understanding dated November 12, 2010 pursuant to which the defendants agreed
to make certain additional disclosures proposed by the
plaintiffs in order to settle the Action and avoid the burden, expense and
uncertainty of further litigation. The supplemental disclosures were made
on November 15, 2010. Although the parties have reached an agreement
to settle the Action, as memorialized in the Memorandum of Understanding, final
settlement of the Action is subject to certain conditions that remain to be
satisfied, including final approval by the Court. Furthermore, the
defendants have the right to terminate the settlement in the event that more
than eight percent of the common stockholders of Nu Horizons elect to opt out of
the settlement.
Item
1A.
|
Risk
Factors.
|
In
addition to the Risk Factors disclosed in Part I, Item 1A of the Company’s
Annual Report on Form 10-K for the year ended February 28, 2010, we face certain
additional material risks. Such additional risks are set forth
below:
The
pending merger of the Company with Arrow Electronics, Inc. (the "Merger")
pursuant to the Agreement and Plan of Merger dated September 19, 2010 (the
“Merger Agreement”), is subject to a number of conditions that must be satisfied
prior to closing. If we are unable to satisfy these conditions, the
Merger may not occur. Should the Merger fail to close for any reason,
our business, financial condition, results of operations and cash flows may be
materially adversely affected. In addition, our stock price is likely
to decline.
The
Merger Agreement contains a number of conditions that must be satisfied before
the closing of the Merger can occur. As of the date of filing of this
Form 10-Q, certain conditions remain to be satisfied, including, among others,
(1) receipt of antitrust approval in China, (2) subject to certain
materiality exceptions, the accuracy of the representations and warranties made
by Arrow and the Company, respectively, and compliance by Arrow and the Company
with their respective obligations under the Merger Agreement, (3) the
absence of any Material Adverse Effect (as defined in the Merger Agreement) and
(4) the delivery of certain required consents. If we are unable to satisfy
one or more of these conditions, and as a result, unable to complete the Merger,
we may lose suppliers, customers, and key employees, which would materially
adversely affect our business, financial condition, results of operations and
cash flows.
In
addition, both the Company and Arrow have the right to terminate the Merger
Agreement under certain circumstances. Under certain of those circumstances, the
Company will be required to reimburse Arrow for its fees and expenses, up to
$3.0 million, and in some cases pay Arrow a termination fee of 3% of the
total consideration payable upon the consummation of the Merger, approximately
$4,000,000, plus expenses, less any reimbursement of fees and expenses already
made. If we are required to reimburse Arrow for its fees and expenses
or pay Arrow a termination fee, our business, financial condition, results of
operations and cash flows would be materially adversely affected. In
addition, even if we are not required to reimburse Arrow, the Company will still
be responsible for the costs incurred by it in connection with the Merger, which
are approximately $1,082,000 as of November 30, 2010. The costs will adversely
affect the Company’s results of operations which may result in a decline in the
market price of our common stock.
Following
the announcement of the Merger Agreement, our stock price began trading at
approximately $6.90, $0.10 less than the price proposed to be paid upon
consummation of the Merger. In the event that the Merger is not consummated, our
stock price is likely to decline.
Additionally,
although we have reached an agreement to settle the pending Action, as
memorialized in the Memorandum of Understanding dated November 12, 2010, final
settlement of the Action is subject to certain conditions that remain to be
satisfied, including final approval by the Court. Furthermore, the
defendants have the right to terminate the settlement in the event that more
than eight percent of the common stockholders of Nu Horizons elect to opt out of
the settlement. In the event that the settlement of the Action is not
finally approved by the Court, or if more than eight percent of the Company’s
stockholders opt out of the settlement, it could result in additional
significant expense to us and further divert the attention and resources of our
management and other key employees, which could have a material adverse effect
on our business, financial condition, results of operations and cash
flows.
- 22
-
PART II
OTHER
INFORMATION
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
None.
Item
3.
|
Defaults
Upon Senior Securities.
|
None.
Item
4.
|
Removed
and Reserved.
|
Item
5.
|
Other
Information.
|
None.
- 23
-
PART II
OTHER
INFORMATION
Item
6.
|
Exhibits
|
2.1
|
Agreement
and Plan of Merger between Nu Horizons Electronics Corp., Arrow
Electronics, Inc. and Neptune Acquisition Corporation, Inc. (Incorporated
by reference to Exhibit 2.1 to Form 8-K dated September 20,
2010).
|
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
|
General
Release and Settlement Agreement dated September 14, 2010 between Nu
Horizons Electronics Corp. and Lazar, Levine & Felix, LLP, Nazeleen
Sataur, Amiram Bielory, Michael Dinkes, and ParenteBeard LLC (Incorporated
by reference to Exhibit 10.1 to Form 8-K dated September 16,
2010).
|
10.2
|
Agreement
and Plan of Merger between Nu Horizons Electronics Corp., Arrow
Electronics, Inc. and Neptune Acquisition Corporation, Inc. (Incorporated
by reference to Exhibit 2.1 to Form 8-K dated September 20,
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.
|
- 24
-
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:
December 28, 2010
/s/ Martin Kent
Martin
Kent
President
and Chief Executive Officer
Date:
December 28, 2010
/s/ Kurt Freudenberg
Kurt
Freudenberg
Executive
Vice President and Chief
Financial Officer
- 25
-
EXHIBIT
INDEX
Exhibits:
|
|
2.1
|
Agreement
and Plan of Merger between Nu Horizons Electronics Corp., Arrow
Electronics, Inc. and Neptune Acquisition Corporation, Inc. (Incorporated
by reference to Exhibit 2.1 to Form 8-K dated September 20,
2010).
|
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
|
General
Release and Settlement Agreement dated September 14, 2010 between Nu
Horizons Electronics Corp. and Lazar, Levine & Felix, LLP, Nazeleen
Sataur, Amiram Bielory, Michael Dinkes, and ParenteBeard LLC (Incorporated
by reference to Exhibit 10.1 to Form 8-K dated September 16,
2010).
|
10.2
|
Agreement
and Plan of Merger between Nu Horizons Electronics Corp., Arrow
Electronics, Inc. and Neptune Acquisition Corporation, Inc. (Incorporated
by reference to Exhibit 2.1 to Form 8-K dated September 20,
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.
|
|
- 26
-