UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
      10-K




(Mark
One)


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


For
      the fiscal year ended February 28,
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
                  incorporation
      or organization)
                
                (I.R.S.
      Employer
                  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)
 
 Securities
registered pursuant to Section 12(b) of the Act:
 
 Title
      of each class
                
                Name
      of each exchange on which
registered
 
 Securities
registered pursuant to Section 12(g) of the Act:
 Common
      Stock Par Value $.0066 Per
Share
 (Title
of class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈ No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  ̈ No
x





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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





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 xNon-accelerated
      filer  ̈
      (Do not check
            Smaller
      reporting company  ̈if
      a smaller reporting company)





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





Aggregate
Market Value of Non-Affiliate Stock at August 31, 2009 – approximately
$62,799,000.





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of April 20, 2010.


Common
      Stock – Par Value $.0066
                  
                  18,537,590Class
                  
                  Outstanding
      Shares





DOCUMENTS
INCORPORATED BY REFERENCE: Part III of this annual report on Form 10-K
incorporates information by reference from the registrant's definitive proxy
statement which will be filed with 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K.





NU
HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES


TABLE
OF CONTENTS





Form 10-K
                        PageForward
      Looking Statements
                        3PART
      I:ITEM
      1.
                        Business
                        3-7ITEM
      1A.
                        Risk
      Factors
                        8-14ITEM
      1B.
                        Unresolved
      Staff Comments
                        14ITEM
      2.
                        Properties
                        14ITEM
      3.
                        Legal
      Proceedings
                        15ITEM
      4.
                        Removed
      and Reserved
                        15PART
      II:ITEM
      5.
                        Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                        16-17ITEM
      6.
                        Selected
      Financial Data
                        18ITEM
      7.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                        19-28ITEM
      7A.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        28ITEM
      8.
                        Financial
      Statements and Supplementary Data
                        F-1
      – F-26ITEM
      9.
                        Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                        29ITEM
      9A.
                        Controls
      and Procedures
                        29-32ITEM
      9B.
                        Other
      Information
                        32PART
      III:ITEM
      10.
                        Directors,
      Executive Officers and Corporate Governance
                        32ITEM
      11.
                        Executive
      Compensation
                        32ITEM
      12.
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                        32ITEM
      13.
                        Certain
      Relationships and Related Transactions, and DirectorIndependence
                        32ITEM
      14.
                        Principal
      Accountant Fees and Services
                        32PART
      IV:ITEM
      15.
                        Exhibits
      and Financial Statement Schedules
                        33-37Signatures
                        38Schedule
      II
                        39Exhibit
      Index
                        40-43


2


FORWARD
LOOKING STATEMENTS:





Statements
in this Annual Report on Form 10-K 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 our intentions, beliefs, expectations, strategies,
predictions or any other statements relating to our 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 from time to
time in this Annual Report on Form 10-K for the year ended February 28, 2010,
and in other documents which we file with the Securities and Exchange Commission
("SEC"). In addition, such statements could be affected by risks and
uncertainties related to product demand, market and customer acceptance,
competition, government regulations and requirements, pricing and development
difficulties, as well as general industry and market conditions and growth
rates, and general economic conditions.  Any forward-looking
statements speak only as of the date on which they are made, and we do not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Annual Report on Form
10-K.





PART
I.





ITEM
      1.
            BUSINESS.





GENERAL:





Nu
Horizons Electronics Corp., a Delaware corporation incorporated in 1987, and its
wholly-owned subsidiaries, NIC Components Corp. ("NIC"), Nu Horizons
International Corp. ("International"), NUHC Inc. ("NUC"), Nu Horizons
Electronics Asia PTE LTD ("NUA"), Nu Horizons Electronics Pty Ltd ("NUZ"), Nu
Horizons Electronics Asia Pte Ltd., Korea Branch ("NUK"), Nu Horizons
Electronics NZ Limited ("NUN"), Nu Horizons Electronics GmbH ("NUD"), Nu
Horizons Electronics (Shanghai) Co. Ltd. ("NUS"), Nu Horizons Electronics Europe
Limited ("NUE"), Nu Horizons Electronics AS ("NOD", formerly known as C-88 AS
("C-88")), Titan Supply Chain Services Corp. ("Titan"), Titan Supply Chain
Services PTE LTD ("TSC"), Titan Supply Chain Services Limited ("TSE"), Razor
Electronics, Inc. ("RAZ"), NuXchange B2B Services, Inc. ("NUX"), Nu Horizons
Electronics Hong Kong Ltd. ("NUO"), Nu Horizons Electronics Mexico, S.A. de C.V.
("NUM"), Nu Horizons Electronics Services Mexico, S.A. de C.V. ("NSM") and
Nu Horizons Electronics Limited ("NUL") and its majority-owned
subsidiaries, NIC Components Europe Limited ("NIE"), and NIC Components Asia PTE
LTD. ("NIA") are engaged in the distribution of, and supply chain services for,
high technology active and passive electronic components.





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.





Active
components distributed by the Company, principally to original equipment
manufacturers ("OEMs") in the United States, Asia and Europe include mainly
commercial semiconductor products such as memory chips, microprocessors, digital
and linear circuits, microwave, RF and fiber-optic components, transistors and
diodes. The Company also distributes IBM Corporation, Alcatel-Lucent and Oracle
Corporation (formerly Sun Microsystems Inc.) boards, servers, storage and
software to OEMs and certain value added resellers and Alcatel-Lucent voice data
and video communications to value-added resellers (referred to herein as
"Systems").   Passive components distributed by NIC, principally
to OEMs and other distributors globally, consist of a high technology line of
surface mount and leaded components, including capacitors, resistors, inductors
and circuit protection components.





The
active and passive components distributed by the Company are utilized by the
electronics industry and other industries in the manufacture of sophisticated
electronic products including: industrial instrumentation, computers and
peripheral equipment, consumer electronics, telephone and telecommunications
equipment, satellite communications equipment, cellular communications
equipment, medical equipment, automotive electronics, and audio and video
electronic equipment.





Manufacturers
of electronic components augment their marketing programs through the use of
independent distributors and supply chain service providers such as the Company,
upon which the Company believes they rely to a considerable extent to market and
deliver their products.  The Company offers its customers the
convenience of diverse inventories, rapid delivery, design and technical
assistance, inventory management, forecasting and logistical services and the
availability of product in smaller quantities than generally available directly
from manufacturers.  Generally, companies engaged in the distribution
of active and passive electronic components, such as the Company, are required
to maintain a relatively significant investment in inventories and accounts
receivable.  To meet these requirements, the Company, like other
companies in the industry, typically depends on internally generated funds as
well as external borrowings.




3


ITEM
      1.
            BUSINESS
      (Continued):





Management’s
policy is to manage, maintain and control the bulk of its inventories from its
stocking facilities in Southaven, Mississippi; Singapore; Hong Kong; Coventry,
England; and Buckingham, England.  As additional franchise line
opportunities become available to the Company, the need for branch level
inventories may be necessary and desirable in order to better serve the specific
needs of local markets.





Product
Segments and Geographic Markets:





Our
products can be divided into two general classes consisting of active electronic
components and passive components. Both operating segments have operations in
North America (includes the United States, Canada and Mexico), Asia and
Europe.  These broad categories are also the basis used to determine
our operating segments for financial reporting purposes. A description of each
operating group and its business is presented below. For the fiscal year ended
February 28, 2010, our United States revenue was $363,966,000 and our revenue
from all foreign countries was $306,761,000. Further
financial information regarding the Company’s reportable segments and North
America and foreign operations can be found in Note 12 to the Company’s
financial statements appearing in Item 8 of this Annual Report on Form
10-K.





Active
Electronic Components:





The
Company is a distributor of a broad range of active electronic components
including semiconductor products, as well as display, illumination, power and
system products, to commercial and military OEMs in the United States, Europe
and Asia.  The Company is a franchised distributor of active components for
approximately 42 product lines. Significant franchised product lines include
Atmel Corporation, Exar Corporation, Linear Technology Corporation, Marvell
Technology Group Ltd., Micrel Incorporated, Micron Technology, Inc., Renesas
Technology Corp., ST Microelectronics N.V., Vitesse Semiconductor Corp.,
Standard Microsystems Corporation and Xilinx Inc. ("Xilinx"), among
others. Additionally, the Company distributes preeminent products from
Sharp Corporation, Kyocera Corporation and Toshiba Corporation for displays; and
Emerson Electric Co. and Murata Manufacturing Co. for power
solutions.  The Company also distributes Systems from IBM Corporation,
Oracle Corporation (formerly Sun Microsystems Inc.), and Alcatel-Lucent voice
data and video communications solutions.





On March
1, 2010, Nu Horizons announced that Xilinx, Inc. had formally notified Nu
Horizons of its intention to terminate its distribution agreement with Nu
Horizons due to a change in Xilinx's distribution strategy.  The
termination is effective on June 5, 2010 and until that date Xilinx and Nu
Horizons intend to work together to ensure a smooth
transition.  Additionally, Xilinx has stated that it will work with Nu
Horizons to honor customer backlog.  Xilinx product sales were
approximately 32% of the Company's total sales for fiscal 2010. Pursuant to
the terms of the distribution agreement, Nu Horizons has the right to return all
unsold Xilinx inventory to Xilinx, at Xilinx’s expense, for a full refund of the
original purchase price.  The net value of Xilinx inventories at
February 28, 2010 was approximately $41.2 million.





The
Company’s franchise agreements authorize it to sell all or part of the product
line of a manufacturer on a non-exclusive basis.  Under these agreements,
each manufacturer will generally grant credits for any subsequent price
reduction by such manufacturer and inventory return privileges whereby the
Company can return to each manufacturer for credit or exchange a percentage,
generally ranging from 5% to 10%, of the inventory purchased from said
manufacturer during quarterly or semi-annual periods.  The franchise
agreements generally may be cancelled by either party upon written notice. 
The Company anticipates, in the future, entering into additional franchise
agreements and managing its inventory levels in accordance with business
demands.





Passive
Components and Relationship with Nippon:





Our
wholly-owned subsidiary NIC Components Corp. along with our majority-owned
subsidiaries NIA (Asia) and NIE (Europe) sell and market their products globally
to Electronic Manufacturing Services companies, Distributors and
OEMs.  The product line includes a wide variety of capacitors,
resistors, inductors and circuit protection devices.  By using a
combination of direct sales personnel, independent sales representatives and
distributors, NIC products have been designed into approximately 10,000 OEMs
worldwide.





NIC’s
agreement with Nippon Industries Co. Ltd. (Japan) (“Nippon”) gives it exclusive
sales rights of their brand in the Americas and a license for their brand
globally.  The Company’s license agreement with Nippon, dated as of
September 1, 2000, has an initial term of 10 years and automatically renews for
successive one-year periods unless the Company or Nippon terminates the
agreement 90 days prior to the end of the initial or any renewable
term.  The Company does not anticipate any material change in this
agreement going forward.


4


ITEM
      1.
            BUSINESS
      (Continued):





Sales
and Marketing:





Management’s
strategy for long-term success has been to focus the Company’s sales and
marketing efforts towards the following industry segments, both domestically and
abroad: industrial, telecom/datacom, medical instrumentation, microwave and RF,
fiber-optic, consumer electronics, security and protection devices, office
equipment, computers and computer peripherals, factory automation and
robotics.  In order to help achieve its goals, the Company may enter
into new franchise agreements for a broad base of commodity semiconductor
products, including those used in the key niche industries referred to
above.





All sales
are made through customers’ or the Company’s purchase
orders.  Semiconductors are sold primarily via telephone and
Electronic Data Interchange by the Company’s in-house staff of approximately
143salespersons,
and by a combined field sales force of approximately 314salespersons and field
application engineers.  The Company maintains branch sales facilities
and/or personnel located as follows:





UNITED STATES:
                    
                    EASTERN REGION
                    
                    Alabama
      - Huntsville
                    Florida
      – Orlando, Fort Lauderdale
                    Georgia
      - Atlanta
                    Maryland
      - Columbia
                    Massachusetts
      - Boston
                    New
      Jersey - Mt. Laurel (Philadelphia) and Pine Brook
                    New
      York - Melville (Long Island) and Rochester
                    North
      Carolina - Raleigh
                    Ohio
      - Cleveland
                    
                    WESTERN REGION
                    
                    Arizona
      - Phoenix
                    California
      – Irvine, Los Angeles, San Diego and San Jose
                    Colorado
      - Denver
                    Illinois
      - Chicago
                    Minnesota
      - Minneapolis
                    Oregon
      – Portland
                    Texas
      – Austin, Dallas
                    Utah
      – Salt Lake City
                    Washington
      State - Bellevue
                  FOREIGN:
                    
                    CANADA
                    Montreal*
                    Ottawa*
                    Toronto
                    Vancouver*
                    
                    ASIA
                    Singapore
                    China
      – Beijing, Chendu, Hangzhou, Nanjing, Shanghai,
                    Shenzhen
      and Wuhan
                    Hong
      Kong
                    India
      - Bangalore, Chennai, Pune, New
                    Delhi
      and Hyderabad
                    Seoul,
      Korea
                    Penang,
      Malaysia
                    Taipei,
      Taiwan
                    Bangkok,
      Thailand
                    
                    AUSTRALIA
                    Melbourne
                    Sydney
                    
                    EUROPE
                    Buckingham,
      England
                    Coventry,
      England
                    Hoersholm,
      Denmark
                    Silkeborg,
      Denmark
                    Munich,
      Germany
                    Stockholm,
      Sweden*
                    Vienna,
      Austria*
                    Warsaw,
      Poland*
                    Nagykata,
      Hungary*
                    
                    MEXICO
                    Jalisco*
                    Chihuahua*
                    
                    *Indicates
      personnel only, no
facility.


5




ITEM
      1.
            BUSINESS
      (Continued):





NIC’s
passive components are marketed through the services of a national network of
approximately 13 independent sales representative organizations, employing over
72 salespersons, as well as through NIC’s in-house sales and engineering
personnel.  The independent representative organizations do not
represent competing product lines but sell other related
products.  Commissions to such organizations generally range from 2%
to 3% of all sales in a representative’s exclusive territory.





NIC has
developed a national network of three global distributors and approximately 25
regional distributor locations which market passive components on a
non-exclusive basis.  These distributors have entered into agreements
with NIC whereby they are required to purchase from NIC a prescribed initial
inventory.  These distributors are protected by NIC against price
reductions and are granted certain inventory return and other privileges, which
to date have not been material.  Due to the efforts of NIC and its
distributors, NIC’s passive components have been tested and "designed in" as a
prime source of qualified product by over 10,000 OEMs worldwide.





Customer
Concentration:





No single
customer accounted for more than 10% of the Company’s consolidated sales for the
year ended February 28,2010.  The Company’s sales practice is to require payment
within thirty days of delivery.





Source
of Supply:





The
Company inventories an extensive stock of active and passive components;
however, if the Company’s customers order products for which the Company does
not maintain inventory, the Company’s marketing strategy is to obtain such
products from its franchise manufacturers, or, if a product is unobtainable, to
identify and recommend satisfactory interchangeable alternative
components.  For this purpose, the Company devotes considerable
efforts to familiarizing itself with component product movement throughout the
industry, as well as to constant monitoring of its own inventories.





As of
February 28, 2010, there was one manufacturer, Xilinx, that represented more
than 10% of the Company’s inventory on a consolidated basis.  Xilinx
accounted for an aggregate of approximately $41.2 million, or 35%, of total
inventory.





On March
1, 2010, the Company announced that Xilinx had formally notified Nu Horizons of
its intention to terminate its distribution agreement with Nu Horizons due to a
change in Xilinx's distribution strategy.  The termination is
effective on June 5, 2010 and until that date Xilinx and Nu Horizons intend to
work together to ensure a smooth transition.  Additionally, Xilinx has
stated that it will work with Nu Horizons to honor customer backlog ($26,709,000
at April 21, 2010).  Pursuant to the terms of the distribution
agreement, Nu Horizons has the right to return all unsold Xilinx inventory to
Xilinx, at Xilinx’s expense, for a full refund of the original purchase
price. For the year ended February 28, 2010, the Company purchased
inventory from Xilinx that was in excess of 10% of the Company’s total
purchases.  Purchases from Xilinx were approximately $230,309,000 for
fiscal 2010.  Sales of Xlinx products were $214,939,000 and
$232,131,000 for fiscal 2010 and 2009, respectively.





Electronic
components distributed by the Company are generally readily available; however,
from time to time the electronics industry has experienced a shortage or surplus
of certain electronic products.





Competition
and Regulation:





The
Company competes with many companies that distribute semiconductors, systems and
passive electronic components and, to a lesser extent, companies that
manufacture such products and sell them directly to OEMs and other distributors.
The Company also competes for customers with some of its own suppliers. Many of
these companies have substantially greater assets and possess greater financial
and personnel resources than those of the Company.  In addition,
certain of these companies possess independent franchise agreements to carry
semiconductor product lines which the Company does not carry, but which it may
desire to have.  Competition is based primarily upon inventory
availability, quality of service, knowledge of product and price.  The
Company believes that the distribution of passive electronic components under
its own label is a competitive advantage.


6


ITEM
      1.
            BUSINESS
      (Continued):





The
Company’s competitive ability to price its imported active and passive
components could be adversely affected by increases in tariffs, duties, changes
in the United States’ trade treaties with Japan, Taiwan or other foreign
countries, transportation strikes and the adoption of Federal laws containing
import restrictions.  In addition, the cost of the Company’s imports
could be subject to governmental controls and international currency
fluctuations.  Because imports are paid for with U.S. dollars, the
decline in value of United States currency as against foreign currencies would
cause increases in the dollar prices of the Company’s imports from Japan and
other foreign countries.  Although the Company has not experienced any
material adverse effect to date in its ability to compete or maintain its profit
margins as a result of any of the foregoing factors, no assurance can be given
that such factors will not have a material adverse effect in the
future.





The
Sarbanes-Oxley Act of 2002 and rules promulgated thereunder by the SEC and the
Nasdaq Stock Market have imposed substantial new or enhanced regulations and
disclosure requirements in the areas of corporate governance (including director
independence, director selection and audit, corporate governance and
compensation committee responsibilities), equity compensation plans, auditor
independence, pre-approval of auditor fees and services and disclosure and
internal control procedures.  We are committed to industry best
practices in these areas and believe we are in compliance with the relevant
rules and regulations.





Backlog:





The
Company defines backlog as orders, believed to be firm, received from customers
and scheduled for shipment, no later than 60 days for active components and no
later than 90 days for passive components, from the date of the
order.  As of April 21, 2010, the Company’s backlog was approximately
$87,076,000(including backlog of
$26,709,000 for Xilinx products) as compared to a backlog of approximately
$80,339,000 at April 20, 2009.  All of the orders on backlog as of
April 21, 2010 are reasonably expected to be filled in the fiscal year ending
February 28, 2011.





Employees:





As of
February 28, 2010, the Company employed 779 persons: 47 in management, 473 in
sales and sales support, 71 in product and purchasing, 53in finance, accounting
and human resources, 23 in management information systems, 28 in operations and
84 in quality control, shipping, receiving and warehousing.  Following
the announcement of termination of the Xilinx distribution agreement, the
Company implemented a cost-savings plan which included the termination of 50
employees.  The Company believes that its employee relations are
satisfactory.





Available
Information:





We file
reports with the SEC.  The public may read and copy any materials
filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington D.C., 20549.  The public may obtain information about
the operation of the SEC’s Public Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC also maintains a website at http://www.sec.gov
that contains reports, proxy and information statements and other information
about issuers such as us that file electronically with the SEC.





In
addition, we make available free of charge on our website at http://www.nuhorizons.com
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) under the Exchange Act as soon as reasonably practical
after we electronically file such material with, or furnish it to, the
SEC.





The Board
of Directors has also adopted, and we have posted in the Investor Relations
section of our website, written Charters for each of the Board’s standing
committees. We will provide without charge, upon a stockholder’s request to 70
Maxess Rd., Melville, NY 11747, Attention: Secretary, a copy of the Company's
Code of Ethics, or the Charter of any standing committee of the
Board.




7


ITEM
      1A.
            RISK
      FACTORS.





Risk
Factors:





A
large portion of the Company’s revenue comes from sales of semiconductors, which
is a highly cyclical industry, and an industry down-cycle could adversely affect
its operating results.





The
semiconductor industry historically has experienced periodic fluctuations in
product supply and demand, often associated with changes in technology and
manufacturing capacity, and is generally considered to be highly
cyclical.  The Company’s revenue closely follows the strength or
weakness of the semiconductor market. The Company’s total sales in the last five
fiscal years have fluctuated significantly, increasing from approximately
$412,013,000 in fiscal year 2005 to $750,954,000 in fiscal year 2009 and
decreasing to $670,727,000 in fiscal year 2010.  A technology industry
down cycle, particularly in the semiconductor sector, could adversely affect the
Company’s operating results in the future.





If
the Company is unable to maintain its relationships with key suppliers, the
Company’s sales could be adversely affected.





In fiscal
2010, purchases of products and services from one supplier (Xilinx) exceeded 10%
of the Company’s purchases on a consolidated basis.  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.  Xilinx product sales were approximately 32% of the Company's
total sales for fiscal 2010.  In the event that the Company is unable
to replace sales of Xilinx products with other suppliers' products, there could
be a material adverse effect on the Company's business, results of operations,
financial condition or liquidity.





In
addition, in the event that any of the Company's other suppliers experiences
financial difficulties or is not willing to do business with the Company in the
future on terms acceptable to management, there could be a material adverse
effect on the Company’s business, results of operations, financial condition or
liquidity.





Further,
in the event that the Company’s suppliers are unable or unwilling to provide
products to the Company, the Company’s relationships with its customers could be
materially adversely affected because the Company’s customers depend on the
Company’s distribution of electronic components and computer products from the
industry’s leading suppliers.





Declines
in the value of the Company’s inventory could materially adversely affect the
Company’s business, results of operations, financial condition or
liquidity.





The
electronic components industry is subject to rapid technological change, new and
enhanced products and evolving industry standards, which can contribute to
decline in value or obsolescence of inventory. During an economic recession it
is possible that prices will decline due to an oversupply of product and,
therefore, there may be greater risk of declines in inventory value. Although it
is the policy of many of the Company’s suppliers to offer certain protections
from the loss in value of inventory (such as price protection, limited rights of
return, and rebates), the Company cannot assure you that the vendors will choose
to, or be able to, honor such agreements or that such return policies and
rebates will fully compensate it for the loss in value.  The Company
cannot assure you that unforeseen new product developments or declines in the
value of its inventory will not materially adversely affect the Company’s
business, results of operations, financial condition or liquidity, or that the
Company will successfully manage its existing and future
inventories.





The volume and
timing of customer sales may vary and could materially affect the Company’s
results of operations, financial condition or liquidity.





The
volume and timing of purchase orders placed by the Company’s customers are
affected by a number of factors, including variation in demand for customers’
products, customer attempts to manage inventory, changes in product design or
specifications and changes in the customers’ manufacturing
strategies.  The Company often does not obtain long-term purchase
orders or commitments but instead works with its customers to develop nonbinding
forecasts of future requirements.  Based on such nonbinding forecasts,
the Company makes commitments regarding the level of business that it will seek
and accept, the timing of production schedules and the levels and utilization of
personnel and other resources.  A variety of conditions, both specific
to each individual customer and generally affecting each customer’s industry,
may cause customers to cancel, reduce or delay orders that were either
previously made or anticipated.  Generally, customers may cancel,
reduce or delay purchase orders and commitments without penalty, except for
payment for services rendered or products completed, customized, special
ordered, or discontinued and, in certain circumstances, payment for materials
purchased and charges associated with such cancellation, reduction or
delay.  Significant or numerous cancellations, reductions or delays in
orders by customers, or any inability of customers to pay for services provided
by the Company or to pay for components and materials purchased by it on such
customers’ behalf, could have a material adverse effect on the Company’s results
of operations, financial condition or liquidity.


8


ITEM
      1A.
            RISK
      FACTORS (Continued):




Substantial
defaults by the Company’s customers on the Company’s accounts receivable could
have a significant negative impact on the Company’s business, results of
operations, financial condition or liquidity.





A
significant portion of the Company’s working capital consists of accounts
receivable from customers. If customers responsible for a significant amount of
accounts receivable were to become insolvent or otherwise unable to pay for
products and services, or were to become unwilling or unable to make payments in
a timely manner, the Company’s business, results of operations, financial
condition or liquidity could be adversely affected.





The
electronic component industry is highly competitive and if the Company cannot
effectively compete, its revenue may decline.





The
market for the Company’s products and services is very competitive and subject
to rapid technological advances. Not only does the Company compete with other
distributors, it also competes for customers with some of its own
suppliers.  The Company’s failure to maintain and enhance its
competitive position could adversely affect its business and
prospects.





Some of
the Company’s competitors may have greater financial, personnel, capacity and
other resources than it has. As a result, the Company’s competitors may be in a
stronger position to respond quickly to potential acquisitions and other market
opportunities, new or emerging technologies and changes in customer
requirements.  Additional competition has emerged from third party
logistics providers, fulfillment companies, catalogue distributors and on-line
distributors and brokers.





Additionally,
prices for the Company’s products tend to decrease over their life cycle. Such
decreases often result in decreased gross profit margins for the Company. There
is also substantial and continuing pressure from customers to reduce their total
cost for products. Suppliers may also seek to reduce the Company’s margins on
the sale of their products in order to increase their own profitability. The
Company expends substantial amounts on the value creation services required to
remain competitive, retain existing business and gain new customers, and the
Company must evaluate the expense of those efforts against the impact of price
and margin reductions.





Further,
the manufacturing of electronic components and computer products is increasingly
shifting to lower-cost production facilities in Asia, most notably China.
Suppliers in Asia have traditionally had lower gross profit margins than those
in the United States and Europe, and typically charge lower prices in the Asian
markets for their products, which places pressure on the Company to lower its
prices to meet competition.





Thus, the
Company’s consolidated gross profit margins have declined over time, from 19.1%
in fiscal 2005 to 14.1% in fiscal 2010.  If the Company is unable to
effectively compete in its industry or is unable to maintain acceptable gross
profit margins, its business could be materially adversely
affected.





The
Company may not have adequate or cost-effective liquidity or capital
resources.





The
Company needs cash to make interest payments on and to refinance indebtedness,
and for general corporate purposes, such as funding its ongoing working capital
and capital expenditure needs. At February 28, 2010, the Company had cash, cash
equivalents, and short-term investments of approximately $6,632,000 and had
access to credit lines of $127,756,000, of which $39,192,000 was being borrowed.
The Company’s ability to satisfy its cash needs depends on its ability to
generate cash from operations, to access its existing credit lines and to access
the financial markets, all of which are subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond its
control.





The
Company may in the future need to access the financial markets to satisfy its
cash needs. Under the terms of any external financing, the Company may incur
higher than expected financing expenses and become subject to additional
restrictions and covenants. An additional increase in the Company’s financing
costs or a breach of debt instrument covenants could have a material adverse
effect on the Company.




9


ITEM
      1A.
            RISK
      FACTORS (Continued):





The
agreements governing the Company’s financings contain various covenants and
restrictions that, in certain circumstances, could limit its ability
to:


·
              grant
      liens on assets;


·
              make
      restricted payments (including paying dividends on capital stock or
      redeeming or  repurchasing capital
  stock);


·
              make
      investments;


·
              merge,
      consolidate or transfer all or substantially all of its
      assets;


·
              incur
      additional debt; or


·
              engage
      in certain transactions with
affiliates.





As a
result of these covenants and restrictions, the Company may be limited in how it
conducts its business and may be unable to raise additional debt, compete
effectively, make investments, or engage in other activities that may be
beneficial to its business.





Products
sold by the Company may be found to be defective and, as a result, warranty
and/or product liability claims may be asserted against the Company which may
have a material adverse effect on the Company.





Products
sold by the Company are at prices that are significantly lower than the cost of
the equipment or other goods in which they are incorporated.  Since a
defect or failure in a product could give rise to failures in the end products
that incorporate them (and claims for consequential damages against the Company
from its customers), the Company may face claims for damages that are
disproportionate to the sales and profits it receives from the products
involved. While the Company and its suppliers specifically exclude consequential
damages in their standard terms and conditions, the Company’s ability to avoid
such liabilities may be limited by the laws of some of the countries where it
does business. The Company’s business could be materially adversely affected as
a result of a significant quality or performance issue in the products sold by
the Company, if it is required to pay for the damages that result. Although the
Company currently has product liability insurance, such insurance is limited in
coverage and amount.





The
Company’s non-U.S. locations represent a significant portion of the Company’s
revenue, and consequently, the Company is increasingly exposed to risks
associated with operating internationally.





The
Company's operations outside the United States generated approximately 43%, 36%
and 31%, respectively, in fiscal years 2010, 2009 and 2008.  As a
result of the Company’s foreign sales and locations, the Company’s operations
are subject to a variety of risks that are specific to international operations,
including the following:





·
              potential
      restrictions on transfers of
funds;


·
              foreign
      currency fluctuations;


·
              import
      and export duties and value added
taxes;


·
              import
      and export regulation changes that could erode profit margins or restrict
      exports;


·
              changing
      foreign tax laws and
regulations;


·
              potential
      military conflicts, political instability and
  terrorism;


·
              inflexible
      employee contracts in the event of business
  downturns;


·
              uncertainties
      arising from local business conditions and cultural considerations;
      and


·
              the
      burden and cost of compliance with foreign
laws.





Manufacturing
of electronic components is increasingly shifting to lower-cost production
facilities in Asia, and most notably the People’s Republic of China. The
Company’s business and prospects have been and could continue to be adversely
affected by the shift to the Asian marketplace.  In addition, the
Company has operations in several locations in emerging or developing economies
that have a potential for higher risk.





The
Company may not adequately manage its international operations.





The
Company anticipates that its foreign subsidiaries will engage in substantial
regional operations.  The Company currently manages its Asian and
European subsidiaries, and plans to continue to manage future foreign
subsidiaries, on a decentralized basis, with local and regional management
retaining responsibility for day-to-day operations, profitability and the growth
of these subsidiaries.  If the Company fails to maintain or implement
effective controls, it may experience inconsistencies in the operating and
financial practices among its subsidiaries, which may harm its business, results
of operations and liquidity.




10


ITEM
      1A.
            RISK
      FACTORS (Continued):





If
the Company is unable to recruit and retain key personnel necessary to operate
its businesses, its ability to compete successfully will be adversely
affected.





The
Company is heavily dependent on its current executive officers, management and
technical personnel.  The loss of any key employee or the inability to
attract and retain qualified personnel could adversely affect the Company’s
ability to execute its current business plans.  Competition for
qualified personnel is intense, and the Company might not be able to retain its
existing key employees or attract and retain any additional
personnel.





The
Company relies heavily on its internal information systems which, if not
properly functioning, could materially adversely affect the Company’s
business.





The
Company’s current global operations reside on the Company’s technology
platforms. Any of these systems are subject to electrical or telecommunications
outages, computer hacking or other general system failures. Failure of its
internal information systems or material difficulties in upgrading its global
financial system could have material adverse effects on the Company’s
business.





The
Company’s response to the subpoenas received from the Securities Exchange
Commission has required and may continue to require a significant amount of
management time and attention and significant expenditure of funds, which may
disrupt or have a negative impact on our business and adversely affect our
results of operations.





Both the
Company and its wholly-owned subsidiary Titan Supply Chain Services Corp.
received subpoenas from the SEC on April 13, 2007 in an action captioned "In the
Matter of Vitesse Semiconductor Corp." requiring them to produce documents
related to their business relationship with Vitesse.  The Company and
Titan have been fully cooperating with the SEC investigation.





In April
2007, the Company’s Audit Committee commenced its own related internal
investigation.  On April 10, 2009, the Company announced that the
Audit Committee completed its internal investigation, which concluded that there
is not presently sufficient evidence that the Company or its officers or
employees aided and abetted in any alleged violations of the securities laws by
Vitesse, that the Company appropriately adjusted its inventory for Vitesse
product purchases, returns and sales and that there was evidence of internal
control, inventory management and record keeping deficiencies.  The
Company, in consultation with the Audit Committee, has remediated these
deficiencies.





The
Company’s response to the SEC investigation and its own internal investigation
has required a significant amount of management time and
attention.  The Company understands that the SEC investigation is
ongoing and may result in additional inquiries, but cannot predict the outcome
of such investigation or when it will be completed.  In addition,
although the internal investigation is completed, if any new or additional
evidence becomes available, the Audit Committee will promptly consider such
evidence to determine whether any further investigation or action is
warranted.  Accordingly, any additional inquiries by the SEC or by the
internal investigation may continue to demand significant management time and
attention, which could continue to disrupt or have a negative impact on our
business.





If
the Company fails to maintain an effective system of internal controls or
discovers material weaknesses in its internal controls over financial reporting,
it may not be able to report its financial results accurately or timely or to
detect fraud, which could have a material adverse effect on its
business.





An
effective internal control environment is necessary for the Company to produce
reliable financial reports and is important in its efforts to prevent financial
fraud. The Company is required to periodically evaluate the effectiveness of the
design and operation of its internal controls over financial reporting. These
evaluations may result in the conclusion that enhancements, modifications or
changes to internal controls are necessary or desirable. While management
evaluates the effectiveness of the Company’s internal controls on a regular
basis, these controls may not always be effective. In addition, there are
inherent limitations on the effectiveness of internal controls including
collusion, management override, and failure of human judgment. In addition,
control procedures are designed to reduce rather than eliminate business risks.
If the Company fails to maintain an effective system of internal controls or if
management or the Company’s independent registered public accounting firm were
to discover material weaknesses in the Company’s internal controls, it may be
unable to produce reliable financial reports or prevent fraud and it could have
a material adverse effect on the Company’s business. In addition, the Company
may be subject to sanctions or investigation by regulatory authorities, such as
the Securities and Exchange Commission or The Nasdaq Stock
Market.  Any such actions could result in an adverse reaction in the
financial markets due to a loss of confidence in the reliability of the
Company’s financial statements, which could cause the market price of its common
stock to decline or limit the Company’s access to other forms of
capital.




11


ITEM
      1A.
            RISK
      FACTORS (Continued):





The regulatory
authorities in the jurisdictions for which the Company ships product could levy
substantial fines on the Company or limit its ability to export and re-export
products if the Company ships product in violation of applicable export
regulations.





A
significant percentage of the Company’s sales are made outside of the United
States through the exporting and re-exporting of product. Many of the products
the Company sells are either manufactured in the United States or based on U.S.
technology ("U.S. Products"). As a result, in addition to the local
jurisdictions’ export regulations applicable to individual shipments, U.S.
Products are subject to the Export Administration Regulations ("EAR") when
exported and re-exported to and from all international jurisdictions. Licenses
or proper license exceptions may be required by local jurisdictions’ export
regulations, including EAR, for the shipment of certain U.S. Products to certain
countries, including China, India, Russia, and other countries in which the
Company operates. Non-compliance with the EAR or other applicable export
regulations can result in a wide range of penalties including the denial of
export privileges, fines, criminal penalties, and the seizure of commodities. In
the event that any export regulatory body determines that any shipments made by
the Company violate the applicable export regulations, the Company could be
fined significant sums and/or its export capabilities could be restricted, which
could have a material adverse effect on the Company’s business.





The Company may
be subject to intellectual property rights claims, which are costly to defend,
could require payment of damages or licensing fees and could limit the Company’s
ability to use certain technologies in the future.





The
Company sells products and utilizes processes that are highly innovative and may
be subject to allegations of infringement or other violations of intellectual
property rights. Without limiting the generality of the foregoing, the Company
notes that in recent years certain companies in the business of acquiring
patents not for the purpose of developing technology but with the intention of
aggressively seeking licensing revenue from purported infringers have made an
increasing number of claims against the Company and/or its customers. In some
cases, depending on the nature of the
claim, the Company may be able to seek indemnification from its suppliers for
itself and its customers against such claims, but there is no assurance that it
will be successful in obtaining such indemnification.





Intellectual
property right infringement claims, with or without merit, can be time-consuming
and costly to litigate or settle and can divert management resources and
attention. If successful they may require the Company to pay damages or seek
royalty or license arrangements, which may not be available on commercially
reasonable terms. The payment of any such damages or royalties may significantly
increase the Company’s operating expenses and harm its operating results and
financial condition. Also, royalty or license arrangements may not be available
at all. The Company may have to stop selling certain products or using
technologies, which could affect the Company’s ability to compete
effectively.





The
Company’s goodwill and intangible assets could become impaired, which could
reduce the value of its assets and reduce its net income in the year in which
the write off occurs.





Goodwill
represents the excess of the cost of an acquisition over the fair value of the
assets acquired. The Company also attributes value to certain identifiable
intangible assets, which consist primarily of customer relationships and
non-competition agreements.  The Company will incur impairment charges
on goodwill or identifiable intangible assets if it determines that the fair
values of such assets are less than the current carrying values.  The
Company evaluates on an annual basis or earlier if events or circumstances have
occurred that indicate all, or a portion of the carrying amount of goodwill may
no longer be recoverable, in which case an impairment charge to net income would
become necessary.





Based
upon the results of such testing the Company concluded that a portion of its
goodwill was impaired and, as such recorded a non-cash impairment charge of
$2,615,000 or $0.14 per basic and diluted share for the year ended February 28,
2010 and $7,443,000 or $0.41 per basic and diluted share for the year ended
February 28, 2009.





A
continued decline in general economic conditions could impact the judgments and
assumptions used to determine the fair value of the Company’s businesses and the
Company could be required to record an additional impairment charge in the
future which potentially could reduce the Company’s total assets, as well as
reduce net income.





See Note
1 to the Company’s financial statements appearing in Item 8 and "Critical
Accounting Policies" in Management’s Discussion and Analysis of Financial
Condition and Results of Operations in this Annual Report on Form 10-K for
further discussion of the impairment testing of goodwill.




12


ITEM
      1A.
            RISK
      FACTORS (Continued):





The
Company’s customers face numerous competitive challenges, including a decreased
demand from their own customers, rapid technological change and short life
cycles for their products, which may materially adversely affect their business
and, as a result, the Company’s.





Challenges
facing the industries that utilize electronics components in general, and our
customer specifically, could serious harm our customers and, as a result,
us.  They include:





·
              recessionary
      periods in our customers’
markets;


·
              the
      inability of our customers to adapt to rapidly changing technology and
      evolving industry standards, which result in short product life
      cycles;


·
              the
      inability of our customers to develop and market their products, some of
      which are new and untested;


·
              the
      potential that our customers’ products may become
  obsolete;


·
              the
      failure of our customers’ products to gain widespread commercial
      acceptance;


·
              increased
      competition among our customers and their respective competitors which may
      result in a loss of business, or a reduction in pricing power, for our
      customers; and


·
              new
      product offerings by our customers’ competitors may prove to be more
      successful than our customers’ product
  offerings.





If our
customers are unsuccessful in addressing these and other competitive challenges,
their business may be materially adversely affected, and, as a result, the
demand for our services could decline.  Even if our customers are able
to successfully manage these challenges, their management may have consequences
which affect our business relationships with our customers (and possibly our
results of operations) by altering our inventory management.





The
Company’s business could be adversely affected by any delays, or increased
costs, resulting from issues associated with the transportation of materials
and/or products by our common carriers.





The
Company relies on a variety of common carriers to transport materials to the
Company from its suppliers and to transport products to its
customers.  Problems suffered by any of these common carriers, whether
due to a natural disaster, labor issues, increased energy prices or some other
issue, could result in shipping delays, increased costs, or some other supply
chain disruption, which could result in a material adverse effect on the
Company’s business.





There
are inherent uncertainties involved in estimates, judgments and assumptions used
in the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (“U.S. GAAP”).  Any
changes in estimates, judgments and assumptions could have a material adverse
effect on our business, financial condition and results of
operations.





The
condensed consolidated financial statements included in the periodic reports we
file with the SEC are prepared in accordance with U.S. GAAP.  The
preparation of financial statements in accordance with U.S. GAAP involves
making estimates, judgments and assumptions that affect reported amounts of
assets, liabilities and related reserves, revenues, expenses and
income.  Estimates, judgments and assumptions are inherently subject
to change in the future, and any such changes could result in corresponding
changes to the amounts of assets, liabilities and related reserves, revenues,
expenses and income.  Any such changes could have a material adverse
effect on our financial condition and results of operations.  In
addition, the principles of U.S. GAAP are subject to interpretation by the
Financial Accounting Standards Board, the American Institute of Certified Public
Accountants, the SEC and various bodies formed to create appropriate accounting
policies, and interpret such policies.   A change in those
policies can have a significant effect on our accounting methods.  For
example, although not yet currently required, the SEC could require the Company
to adopt the International Financial Reporting Standards in the next few years,
which could have a significant effect on certain of our accounting
methods.





The
Company faces risks arising from the restructuring of its
operations.





Over the
past few years, we have undertaken initiatives to restructure our business
operations with the intention of improving efficiencies and realizing cost
savings in the future.  These initiatives have included changing the
number and location of our distribution facilities, largely to align our
capacity and infrastructure with current and anticipated customer
demand.  This alignment includes transferring programs from high-cost
geographies to lower-cost geographies, including the Company’s expansion of its
overseas operations by investing in human resources and expanding its sales
force and engineering personnel.  The process of restructuring
entails, among other activities, moving inventory between facilities, closing
facilities, reducing the level of staff, realigning our business processes and
reorganizing our management.  We continuously evaluate our operations
and cost structure relative to general economic conditions, market demands, cost
competitiveness and our geographic footprint as it relates to our customers’
distribution requirements.  We expect that in the future we may
continue to transfer certain of our operations to lower-cost
geographies.  Restructurings present significant potential risks of
events occurring that could adversely affect us, including a decrease in
employee morale, the failure to achieve targeted cost savings and the failure to
meet operational targets and customer requirements due to the loss of employees
and any work stoppages that might occur.


13


ITEM
      1A.
            RISK
      FACTORS (Continued):




The
Company may evaluate acquisitions, joint ventures and other strategic
initiatives, any of which could distract management or otherwise have a material
adverse effect on our business, financial condition and results of
operations.
  The
Company’s future success may depend on opportunities to buy or obtain rights to
other businesses that could complement, enhance or expand its current business
or products or that might otherwise offer growth opportunities. In particular,
the Company may evaluate potential mergers, acquisitions, joint venture
investments, strategic initiatives, alliances, opportunities and divestitures.
Any attempt by the Company to engage in these transactions may expose it to
various inherent risks, including:
  ·
              not
      accurately assessing the value, future growth potential, strengths,
      weaknesses, contingent and other liabilities and  potential
      profitability of acquisition
candidates;
 ·
              the
      potential loss of key personnel of an acquired
  business;
 ·
              the
      ability to achieve projected economic and operating
    synergies;
 ·
              difficulties
      in successfully integrating, operating, maintaining and managing
      newly-acquired operations
or employees;
 ·
              difficulties
      maintaining uniform standards, controls, procedures and
      policies;
 ·
              unanticipated
      changes in business and economic conditions affecting an acquired
      business;
 ·
              the
      possibility of impairment charges if an acquired business performs below
      expectations; and
 ·
              the
      diversion of management’s attention from the existing business to
      integrate the operations and personnel of the acquired or combined
      business or implement the strategic
initiative.




The
recent economic recession may negatively impact the Company’s business, results
of operations, financial condition or liquidity.
 
 The
economic recession has resulted in decreased sales, which has negatively
affected the Company’s business, results of operations, financial condition and
liquidity notwithstanding certain cost-cutting measures taken by the Company in
response to such decreased sales.  In the event that the economic
recession continues, the Company may be forced to take additional cost-cutting
measures which may adversely affect the Company’s ability to execute its
business plan, resulting in further negative impact on the Company’s business,
results of operations, financial condition and liquidity.
 
 The
Company’s certificate of incorporation and by-laws and other corporate documents
include anti-takeover provisions which may deter or prevent a takeover
attempt.
 
 Some
provisions of the Company’s certificate of incorporation, by-laws, other
corporate documents and provisions of Delaware law may discourage takeover
attempts and hinder a merger, tender offer or proxy contest targeting us,
including transactions in which stockholders might receive a premium for their
shares.  This may limit the ability of stockholders to approve a
transaction that they may think is in their best interest.  These
provisions include:
 
 ·
              Classified Board of
      Directors.  Our certificate of incorporation provides for
      a board which is divided into three classes, so not all of the directors
      are subject to election at the same time.  As a result, someone
      who wishes to take control of the Company by electing a majority of the
      board of directors must do so over a two-year
  period.
 
 ·
              Employment
      Contracts.  The Company is a party to employment and/or
      change-in-control agreements with various of its executive officers and
      key employees, which agreements contain provisions entitling the
      employee to payments upon termination following a change-in-control.
      Additionally, with respect to all employees, any outstanding options held
      by them will automatically become fully exercisable in the event of a a
      sale or change of control of the Company. As a result, under certain
      circumstances a party seeking to take control of the Company will be
      required to make certain payments to these
  individuals.


Changes
in the securities laws and regulations have increased, and may continue to
increase, the Company’s costs.





The
Sarbanes-Oxley Act of 2002, as well as related rules promulgated by the SEC and
NASDAQ, required changes in some of our corporate governance, securities
disclosure and compliance practices.  Compliance with these rules has
increased our legal and financial accounting costs since the announcement and
effectiveness of these new rules.  While these costs are no longer
increasing, they may, in fact, increase in the future.  In addition,
given the recent turmoil in the securities and credit markets, as well as the
global economy, many U.S. and international governmental, regulatory and
supervisory authorities, including, but not limited to, the SEC and NASDAQ, are
currently contemplating changes in their laws, regulations and
rules.  Any such future changes, especially from the SEC or NASDAQ,
may cause our legal and financial accounting costs to increase.





ITEM 1B.
            UNRESOLVED STAFF
      COMMENTS.


None.





ITEM
      2.
            PROPERTIES.





On July
7, 2008, the Company entered into an amendment of its existing lease agreement
for its facility in Melville, Long Island, New York.  The facility is
approximately 44,000 square feet and will serve as the Company’s executive and
corporate offices, including its NIC subsidiary.  The lease term was
extended to February 28, 2019 at an annual base rent of $840,579 for the period
from January 1, 2009 through December 31, 2009, with 3.5% annual escalations
thereafter.





On May
12, 2008, the Company entered into an amendment of its existing lease agreement
for its existing warehouse facility in Southaven, Mississippi.  The
premises consists of approximately 96,600 square feet.  The amended
lease term was extended to November 30, 2018 at an annual base rent of $411,465
for the period from December 1, 2008 through November 30, 2013 and $444,305 for
the period from December 1, 2013 through November 30, 2018.





The
Company also leases warehouse space in the United Kingdom, Singapore and Hong
Kong.  The United Kingdom lease is approximately 7,200 square feet and
the lease term is from July 24, 2008 to July 23, 2018.  The annual
base rent is approximately 34,500 British pounds (approximately
$53,500).  The Singapore warehouse is approximately 17,600 square feet
and the lease term is from December 1, 2009 until November 30, 2011.  The annual base
rent is 302,000 Singapore dollars (approximately $214,500).  The Hong
Kong warehouse is approximately 6,600 square feet and the lease term is from
August 1, 2009 until July 31, 2010.  The annual base rent is 545,000
Hong Kong dollars (approximately $70,200).





The
Company also leases space for 24 branch sales offices in the United States, 2 in
Canada, 19 in Asia Pacific, 1 in Australia, 2 in England, 2 in Denmark and 1 in
Germany, which range in size from 300 square feet to 9,600 square feet, with
lease terms that expire between March 31, 2010 and November 30,
2019.  Annual base rentals range from $2,500 to $181,000 with
aggregate base rentals approximating $2,278,000.





The
Company believes it can obtain extensions of the leases scheduled to expire in
fiscal 2011 on substantially similar terms to those currently in
effect.




14


ITEM
      3.
            LEGAL
      PROCEEDINGS.





At times
the Company is involved in various lawsuits incidental to its business. At
February 28, 2010, management does not believe any litigation matter is material
to its financial statements.





In April
2007, the Company received subpoenas in connection with the SEC’s investigation
entitled “In the Matter of Vitesse Semiconductor Corp.”  The Company
is continuing to fully cooperate with the investigation by the SEC. The Company
conducted its own related internal investigation under the direction of the
Audit Committee (the internal investigation, together with the SEC
investigation, the "Vitesse Matter").  On April 9, 2009, the Audit
Committee announced the completion of its internal investigation, which
concluded that there is not presently sufficient evidence that the Company or
its officers or employees aided and abetted in any alleged violations of the
securities laws by Vitesse, that the Company appropriately adjusted its
inventory for Vitesse product purchases, returns and sales and that there was
evidence of internal control, inventory management and record keeping
deficiencies.  Management, in consultation with the Audit Committee,
has addressed these deficiencies and has considered them as part of its
assessment of the effectiveness of its system of internal control over financial
reporting.  Management is presently unable to predict the outcome or
the duration of the SEC investigation and related cost to be incurred by the
Company. In
addition, although the internal investigation is completed, if any new or
additional evidence becomes available, the Audit Committee will consider such
additional evidence to determine whether any further investigation or action is
warranted.





On or
about October 4, 2007, a Consolidated Amended Class Action Complaint for
Securities Fraud ("Amended Complaint") was filed in the United States District
Court for the District of California in the matter entitled Louis Grasso,
individually and on behalf of all others similarly situated, Plaintiff, v.
Vitesse Semiconductor Corporation, Louis Tomasetta, Yatin Mody, Eugene F.
Hovanec, Silicon Valley Bank, Nu Horizons Electronics Corp, Titan Supply Chain
Services, Corp. (Formerly Known as Titan Logistics Corp.), and KPMG LLP,
Defendants.  Pursuant to the Amended Complaint, Nu Horizons, Titan,
Silicon Valley Bank, and KPMG LLP were added as defendants to the putative class
action, which had been commenced by certain purchasers of Vitesse common
stock.  In the Amended Complaint, plaintiff alleged that Nu Horizons
and Titan violated Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder and sought rescission or unspecified damages on
behalf of a purported class which purchased Vitesse common stock during the
period from January 27, 2003 to and including April 27, 2006. The complaint was
dismissed with prejudice with respect to Nu Horizons on January 28,
2008.  On November 17, 2008, the court approved a final class action
settlement.  The time for any appeals has expired.





ITEM
      4.
            REMOVED
      AND RESERVED.




15


PART
II.





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.





a)
            The
      Company’s common stock is traded on The Nasdaq Global Select Market under
      the symbol "NUHC".  The following table sets forth, for the
      periods indicated, the high and low sales prices for the Company’s common
      stock as reported by The Nasdaq Global Select
  Market.





High
                  
                  
                  LowFISCAL
      YEAR 2009:First
      Quarter
                  
                  $
                  6.99
                  
                  
                  $
                  5.29Second
      Quarter
                  
                  
                  5.73
                  
                  
                  
                  4.50Third
      Quarter
                  
                  
                  4.95
                  
                  
                  
                  1.20Fourth
      Quarter
                  
                  
                  2.00
                  
                  
                  
                  1.00FISCAL
      YEAR 2010:First
      Quarter
                  
                  $
                  3.72
                  
                  
                  $
                  1.45Second
      Quarter
                  
                  
                  4.10
                  
                  
                  
                  2.96Third
      Quarter
                  
                  
                  4.50
                  
                  
                  
                  3.60Fourth
      Quarter
                  
                  
                  4.68
                  
                  
                  
                  3.86FISCAL
      YEAR 2011:First
      Quarter (through April 20, 2010)
                  
                  $
                  4.40
                  
                  
                  $
                  3.00





b)
            As
      of April 20, 2010, the Company’s common stock was owned by approximately
      655 holders of record and 3,694 beneficial
  holders.





c)
            The
      Company does not anticipate that it will pay any dividends in the
      foreseeable future.  The Company currently intends to retain
      future earnings for use in the operation and development of its business
      and for potential acquisitions.  In addition, the terms of the
      Company’s revolving credit line limit the payment of dividends to no more
      than 25% of the Company’s consolidated net income.  No dividends
      were paid in fiscal years 2010 and
2009.




16


ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
(Continued):





Performance
Graph:





The
following graph compares the performance of the Company’s common stock for the
periods indicated with the performance of the NASDAQ Composite Index and the
average performance of a group consisting of the Company’s peer companies. The
Peer Group consists of Arrow Electronics, Inc., Avnet, Inc., Bell Microproducts,
Inc., and Jaco Electronics, Inc.  Jaco Electronics, Inc. voluntarily
delisted its securities from trading on Nasdaq on October 26, 2009 and is now
traded on the pink sheets.  The graph assumes $100 invested on
February 28, 2005 in the Company, the NASDAQ Composite Index, and the Peer
Group. Total return indices reflect reinvestment dividends and are weighted on
the basis of market capitalization at the time of each reported data
point.









2/05
                    
                    
                    
                    2/06
                    
                    
                    
                    2/07
                    
                    
                    
                    2/08
                    
                    
                    
                    2/09
                    
                    
                    
                    2/10Nu
      Horizons Electronics Corp.
                    
                    
                    100.00
                    
                    
                    
                    125.25
                    
                    
                    
                    141.75
                    
                    
                    
                    85.22
                    
                    
                    
                    28.69
                    
                    
                    
                    62.41NASDAQ
      Composite
                    
                    
                    100.00
                    
                    
                    
                    110.59
                    
                    
                    
                    120.76
                    
                    
                    
                    112.35
                    
                    
                    
                    68.35
                    
                    
                    
                    110.80Peer
      Group
                    
                    
                    100.00
                    
                    
                    
                    126.66
                    
                    
                    
                    159.96
                    
                    
                    
                    140.69
                    
                    
                    
                    71.40
                    
                    
                    
                    118.85




17


ITEM
      6.
            SELECTED
      FINANCIAL DATA.




For the Years EndedFebruary
      28,
                                2010
                              
                              
                              February
      28,
                                2009
                              
                              
                              February
      29,
                                2008
                              
                              
                              February
      28,
                                2007
                              
                              
                              February
      28,
                                2006INCOME
      STATEMENT DATA:Continuing
      Operations:Net
      sales
                              
                              $
                              670,727,000
                              
                              
                              $
                              750,954,000
                              
                              
                              $
                              747,170,000
                              
                              
                              $
                              668,591,000
                              
                              
                              $
                              499,515,000Gross
      profit on sales
                              
                              
                              94,700,000
                              
                              
                              
                              113,693,000
                              
                              
                              
                              120,399,000
                              
                              
                              
                              114,325,000
                              
                              
                              
                              90,006,000Gross
      profit percentage
                              
                              
                              14.1
                              %
                              
                              
                              15.1
                              %
                              
                              
                              16.1
                              %
                              
                              
                              17.1
                              %
                              
                              
                              18.0
                              %Operating
      Income (loss)
                              
                              
                              1,393,000
                              
                              
                              
                              (6,760,000
                              )
                              
                              
                              7,926,000
                              
                              
                              
                              19,434,000
                              
                              
                              
                              10,658,000Net
      income (loss)
                              
                              $
                              (2,297,000
                              )
                              
                              $
                              (9,235,000
                              )
                              
                              $
                              2,519,000
                              
                              
                              $
                              7,717,000
                              
                              
                              $
                              3,413,000Net
      income (loss) per common share:Basic
                              
                              $
                              (.13
                              )
                              
                              $
                              (.51
                              )
                              
                              $
                              .14
                              
                              
                              $
                              .43
                              
                              
                              $
                              .20Diluted
                              
                              $
                              (.13
                              )
                              
                              $
                              (.51
                              )
                              
                              $
                              .14
                              
                              
                              $
                              .41
                              
                              
                              $
                              .19February
      28,
                                2010
                              
                              
                              February
      28,
                                2009
                              
                              
                              February
      29,
                                2008
                              
                              
                              February
      28,
                                2007
                              
                              
                              February
      28,
                                2006BALANCE
      SHEET DATA:Working
      capital
                              
                              $
                              170,996,000
                              
                              
                              $
                              147,141,000
                              
                              
                              $
                              204,456,000
                              
                              
                              $
                              171,230,000
                              
                              
                              $
                              179,417,000Total
      assets
                              
                              
                              276,144,000
                              
                              
                              
                              251,355,000
                              
                              
                              
                              318,343,000
                              
                              
                              
                              267,989,000
                              
                              
                              
                              247,055,000Total
      bank debt
                              
                              
                              39,192,000
                              
                              
                              
                              23,400,000
                              
                              
                              
                              69,903,000
                              
                              
                              
                              32,327,000
                              
                              
                              
                              50,600,000Long-term
      liabilities
                              
                              
                              38,355,000
                              
                              
                              
                              19,443,000
                              
                              
                              
                              73,056,000
                              
                              
                              
                              37,303,000
                              
                              
                              
                              53,455,000Shareholders’
      equity
                              
                              
                              142,678,000
                              
                              
                              
                              143,977,000
                              
                              
                              
                              151,194,000
                              
                              
                              
                              147,747,000
                              
                              
                              
                              135,138,000




18


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





For an
understanding of the Company and the significant factors that influenced the
Company's performance during the past three fiscal years, the following
discussion should be read in conjunction with the description of the business
appearing in Item 1 of this Annual Report on Form 10-K and the consolidated
financial statements, including the related notes, and other information
appearing in Item 8 of this Annual Report on Form 10-K.  The Company
operates on a fiscal year ending on the last day of February.





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.





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 distributes
systems from IBM Corporation, Oracle Corporation (formerly Sun Microsystems
Inc.) and Alcatel-Lucent.  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.





In recent
years, there has been a shift in production of electronic components to Asia due
to lower cost.  The Company recognized the industry shift to overseas
production and the need to serve its suppliers and customers on a global
basis.  As a result, the Company adopted a strategy of expanding its
overseas operations by investing in human resources and expanding its sales
force and engineering personnel.  We began investing in our Asia
operations in 1998 and currently we have 19 offices, with a warehouse in each of
Singapore and Hong Kong.  Sales in Asia for the year ended February
28, 2010 were 6% higher than the year ended February 28, 2009.





We began
the expansion of our European operations in fiscal 2007 with the acquisition of
DT Electronics Limited in Coventry, United Kingdom.  In fiscal 2008,
we opened our first office in Munich, Germany and on June 6, 2007, the Company
acquired Dacom, a franchised electronic component distributor, based in Munich,
Germany.  In addition, to further expand our European presence, in
September 2008, we acquired C-88 A/S, a franchised electronic components
distributor based in Hoersholm, Denmark, near Copenhagen.  The Dacom
and the C-88 acquisitions have been accounted for using the purchase method of
accounting in accordance with Statement of Financial Accounting Standards,
Accounting Standards Codification ("ASC"), "Business
Combinations."  Pursuant to the terms of the C-88 purchase agreement,
the Company paid $4,042,000 in cash as of the acquisition date, including
transaction costs of $542,000.  The purchase agreement also provided
for potential additional payments to the seller.   At February
28, 2010, a minimum payment of $100,000 to a maximum potential payment of
$3,100,000 may still be made in accordance with the purchase
agreement.  At February 28, 2010, no additional amount above the
$100,000 minimum has been recorded as C-88 is currently not projected to attain
the earnings milestones established in the purchase agreement.





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. For a discussion
identifying additional risk factors and important factors that could cause
actual results to differ materially from those anticipated, also see the
discussions in "Forward-Looking Statements," "Risk Factors" and
"Notes  to Consolidated Financial Statements" in  this
Annual Report on Form 10-K.





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 is effective on June 5,
2010.  Xilinx has stated that it will work with the Company to honor
customer backlog.  Pursuant to the terms of the distribution
agreement, the Company has the right to return all unsold Xilinx inventory
to Xilinx, at Xilinx’s expense, for a full refund of the original purchase
price.  The net value of Xilinx inventories at February 28, 2010 was
$41.2 million.  Xilinx product sales were approximately 32% of the
Company's total sales for fiscal 2010.  The Company believes that the
termination of the Xilinx relationship will enable it to reallocate personnel to
expand its line card and pursue new business opportunities.


19


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Overview(Continued):





Due to
the economic recession and related decreased product demand, the Company has
taken several cost-reduction actions.  In the third quarter of fiscal
2009, the Company eliminated its employer contribution match to the employee
401K plan and announced a reduction in its workforce.  Additionally,
in the fourth quarter of fiscal 2009, the Company announced a further reduction
in its workforce and implemented a salary reduction program.  Also,
the Company invoked a mandatory one-week furlough program during the Company's
first quarter of fiscal 2010.  Finally, the Company adjusted its
commission plans to reduce commission rates in fiscal 2010.  Following
the announcement of the termination of its distribution agreement with Xilinx,
the Company implemented a 50 employee reduction in workforce in the first
quarter of fiscal 2011.  The Company expects to incur a first quarter
2011 severance charge of $363,000 associated with the first quarter 2011
workforce reduction.  The Company will continue to evaluate
cost-reduction actions in future periods.





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.





In the
fourth quarters of 2010 and 2009, the Company conducted evaluations of its
goodwill for potential impairment which resulted in non-cash impairment charges
of $2,615,000 in fiscal 2010 and $7,443,000 in fiscal 2009.





The
Company is continuing to fully cooperate with the investigation by the SEC in
the action captioned "In the Matter of Vitesse Semiconductor Corp." and
conducted its own related internal investigation under the direction of the
Audit Committee (referred to herein as the "Vitesse Matter").  On
April 9, 2009, the Audit Committee announced the completion of its internal
investigation and provided a summary of its conclusions.  The
Company’s cooperation with the SEC investigation and its own internal
investigation has required the Company to incur significant expenses for
professional fees and related expenses. The Company has incurred approximately
$810,000, $3,577,000, $2,602,000 and $75,000 for the fiscal years ended 2010,
2009, 2008, and 2007, respectively, for professional
fees.  Cumulatively, $7,064,000 of expense for professional fees has
been incurred to date since fiscal 2007 related to the Vitesse
Matter.  Management believes that as a result of the completion of the
internal investigation, the Company’s expenditures will decline in future fiscal
periods.  However, management is presently unable to predict the
outcome of the SEC investigation and related cost to be incurred by the
Company.  In addition, although the internal investigation is
completed, if any new or additional evidence becomes available, the Audit
Committee will consider such additional evidence to determine whether any
further investigation or action is warranted.





Sales
Analysis:





The table
below provides a year-over-year summary of the Company's sales by operating
segment for active electronic components and passive components:





Three-Year
Analysis of Sales:  By Operating Segment


(Dollars
in Thousands)





Year Ended
                  
                  
                  Percentage
                    ChangeFebruary 28,
                    2010
                  
                  
                  % of Total
                  
                  
                  February 28,
                    2009
                  
                  
                  % of Total
                  
                  
                  February 29,
                    2008
                  
                  
                  % of Total
                  
                  
                  2010 to 2009
                  
                  
                  2009 to 2008Sales
      by Type:Active
      Electronic Components
                  
                  $
                  624,978
                  
                  
                  
                  93.2
                  %
                  
                  $
                  697,270
                  
                  
                  
                  92.9
                  %
                  
                  $
                  688,131
                  
                  
                  
                  92.1
                  %
                  
                  
                  (10.4
                  )%
                  
                  
                  1.3
                  %Passive
      Components
                  
                  
                  45,749
                  
                  
                  
                  6.8
                  
                  
                  
                  53,684
                  
                  
                  
                  7.1
                  
                  
                  
                  59,039
                  
                  
                  
                  7.9
                  
                  
                  
                  (14.8
                  )
                  
                  
                  (9.1
                  )$
                  670,727
                  
                  
                  
                  100.0
                  %
                  
                  $
                  750,954
                  
                  
                  
                  100.0
                  %
                  
                  $
                  747,170
                  
                  
                  
                  100.0
                  %
                  
                  
                  (10.7
                  )%
                  
                  
                  0.5
                  %




20





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Overview(Continued):





Sales
Analysis:





The table
below provides a year-over-year summary of the Company's sales by geographic
area:





Three-Year
Analysis of Sales:  By Geography




Year Ended
                            
                            
                            Percentage
                              ChangeFebruary 28,
                              2010
                            
                            
                            % of Total
                            
                            
                            February 28,
                              2009
                            
                            
                            % of Total
                            
                            
                            February 29,
                              2008
                            
                            
                            % of Total
                            
                            
                            2010 to 2009
                            
                            
                            2009 to 2008(Dollars in Thousands)Sales
      by Geographic Area:North
      America
                            
                            $
                            384,122
                            
                            
                            
                            57.2
                            %
                            
                            $
                            479,125
                            
                            
                            
                            63.8
                            %
                            
                            $
                            512,749
                            
                            
                            
                            68.7
                            %
                            
                            
                            (19.8
                            )%
                            
                            
                            (6.6
                            )%Asia
                            
                            
                            216,486
                            
                            
                            
                            32.3
                            
                            
                            
                            204,361
                            
                            
                            
                            27.2
                            
                            
                            
                            172,932
                            
                            
                            
                            23.1
                            
                            
                            
                            5.9
                            
                            
                            
                            18.2Europe
                            
                            
                            70,119
                            
                            
                            
                            10.5
                            
                            
                            
                            67,468
                            
                            
                            
                            9.0
                            
                            
                            
                            61,489
                            
                            
                            
                            8.2
                            
                            
                            
                            3.9
                            
                            
                            
                            9.7$
                            670,727
                            
                            
                            
                            100.0
                            %
                            
                            $
                            750,954
                            
                            
                            
                            100.0
                            %
                            
                            $
                            747,170
                            
                            
                            
                            100.0
                            %
                            
                            
                            (10.7
                            )%
                            
                            
                            0.5
                            %





For the
year ended February 28, 2010, net sales decreased to $670,727,000 from
$750,954,000 for the prior year. Net loss for the year ended February 28, 2010
was $2,297,000 or $.13 per basic and diluted share as compared to net loss of
$9,235,000or $.51
per basic and diluted share in the prior fiscal year. Included in the net loss
for fiscal 2010 is a $2,615,000 goodwill impairment charge.





North
American sales have decreased compared to the prior periods primarily due to the
downturn in the North American economy and the transition of business to large
contract manufacturers in Asia.





Sales in
Asia increased 5.9% in fiscal 2010 and 18.2% in fiscal 2009 when compared to the
prior year due to our continued internal growth and the continued transfer of
business to Asia and Europe from North America.





Europe
sales have increased 3.9% in fiscal 2010 and 9.7% in fiscal 2009 compared to the
prior year primarily due to market expansion in England, Germany and
Denmark.





Results of
Operations:





The
following table sets forth for the fiscal years ended February 2010, 2009 and
2008, certain items in the Company’s consolidated statements of operations
expressed as a percentage of net sales.





Years EndedFebruary 28,
                      2010
                  
                  
                  February 28,
                      2009
                  
                  
                  February 29,
                      2008Net
      sales
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost
      of sales
                  
                  
                  85.9
                  
                  
                  
                  84.9
                  
                  
                  
                  83.9Gross
      profit
                  
                  
                  14.1
                  
                  
                  
                  15.1
                  
                  
                  
                  16.1Selling,
      general and administrative expenses
                  
                  
                  13.5
                  
                  
                  
                  15.0
                  
                  
                  
                  15.1Goodwill
      impairment charge
                  
                  
                  0.4
                  
                  
                  
                  1.0
                  
                  
                  
                  0.0Interest
      expense
                  
                  
                  0.3
                  
                  
                  
                  0.4
                  
                  
                  
                  0.6Interest
      (income)
                  
                  
                  0.0
                  
                  
                  
                  0.0
                  
                  
                  
                  0.0Income
      (loss) before taxes
                  
                  
                  (0.1
                  )
                  
                  
                  (1.3
                  )
                  
                  
                  0.5Income
      tax provision (benefit)
                  
                  
                  0.3
                  
                  
                  
                  (0.1
                  )
                  
                  
                  0.1Consolidated
      net income (loss)
                  
                  
                  (0.4
                  )
                  
                  
                  (1.2
                  )
                  
                  
                  0.4Net
      income (loss) attributable to noncontrolling interest
                  
                  
                  0.0
                  
                  
                  
                  0.0
                  
                  
                  
                  0.0Net
      income (loss) attributable to shareholders
                  
                  
                  (0.4
                  )
                  
                  
                  (1.2
                  )
                  
                  
                  0.3




21


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Fiscal Year 2010 versus
2009


Results of
Operations:





Consolidated
net sales for the year ended February 28, 2010 were $670,727,000 as compared to
$750,954,000 for the comparable period of the prior year, a decrease of
$80,227,000 or 10.7%.





Sales of
active electronic components for the year ended February 28, 2010 were
$624,978,000 as compared to $697,270,000for the comparable
period of the prior year, a decrease of approximately $72,292,000 or
10.4%.  This sales decrease is primarily due to the recent global
economic recession.  The recent economic and credit crisis makes it
difficult for management to estimate the Company’s overall sales volume and
earnings for fiscal 2011.





Passive
components sales for the year ended February 28, 2010 were $45,749,000 compared
to $53,684,000 for the year ended February 28, 2009, a decrease of $7,935,000 or
14.8%, primarily due to the recent global economic recession.  Sales
started to recover in the second half of fiscal 2010, but were somewhat
restrained due to supplier capacity issues and resultant longer supplier lead
times.





Consolidated
gross margin was 14.1% in fiscal 2010 as compared to 15.1% in fiscal
2009.  The decline in gross margin for the year ended February 28,
2010 is attributed to an increase in lower margin sales in the Asian markets in
order to secure high volume business from large Asian contract manufacturers and
a change in product mix to include a higher amount of lower margin business in
North America and Europe.





As a
percentage of sales, selling, general and administrative expenses decreased to
13.5% in fiscal 2010 from 15.0% in fiscal 2009.  Selling, general and
administrative expenses decreased $22,318,000 or 19.8% over the prior period
primarily due to: (i) a decrease of $16,123,000 in compensation and related
benefits; (ii) a $3,510,000 decrease in professional fees primarily related to
the Vitesse matter; (iii) a $1,657,000 decrease in other selling expenses
including freight of $1,316,000; and (iv) a net decrease of $1,028,000 in other
general and administrative expenses including repairs and maintenance of
$700,000.





Operating
income increased $8,153,000 to $1,393,000 in fiscal 2010 from an operating loss
of $6,760,000 in fiscal 2009.  Most of the increase was in the active
components segment which experienced selling, general and administrative expense
reductions of $17,965,000, a goodwill impairment charge decrease of $4,828,000,
offset by decreased gross profits of $16,497,000.  The passive
components segment experienced selling, general and administrative expense
reductions of $4,353,000 and gross profit decreases aggregating
$2,495,000.





During
the fourth quarter, we performed our annual impairment test and accordingly, the
goodwill of $2,615,000 related to our NUE reporting unit was fully
impaired.  This was the result of the global economic recession and
the impact the recession had on the reporting unit's current and projected
performance including a significant reduction in product demand, deterioration
in gross margin and reduced cash flow projections.





Interest
expense decreased 45.1% to $1,723,000 for the year ended February 28, 2010 from
$3,141,000 from the prior fiscal year primarily due to lower average borrowings
and lower average interest rates compared to the prior year period.





The
effective tax rate is higher than the statutory rate of 35% for the year ended
February 28, 2010, primarily due to the recording of a $1,396,000 valuation
allowance against the U.S. deferred tax assets, an increase in the valuation
allowance for certain foreign net operating losses, partially offset by foreign
income earned at tax rates lower than the U.S. tax rate, lower state and local
income taxes and tax credits.  The effective tax rate is lower than
the statutory of 35% for the year ended February 28, 2009, primarily due to
income earned at tax rates lower than the U.S. tax rate, lower state and local
income taxes and tax benefit derived from foreign tax credits, partially offset
by an increase in the valuation allowance for certain foreign net operating
losses.  Also, in preparing our fiscal 2008 tax return, we determined
that certain tax adjustments for permanent items to the Company’s tax provision
were required resulting in the recording of an additional tax benefit of
$662,000for the
year ended February 28, 2009.  There was no income tax benefit
recognized for the goodwill impairment charges of $2,615,000 and $7,443,000
recorded for the years ended February 28, 2010 and February 28, 2009,
respectively.  Refer to Note 8 of the Notes to Consolidated Financial
Statements for a reconciliation of our income tax provision
(benefit).





Net loss
for the year ended February 28, 2010 was $2,297,000 or $0.13 per basic and
diluted share as compared to net loss of $9,235,000 or $.51 per basic and per
diluted share for the year ended February 28, 2009. The net loss for fiscal 2010
is primarily attributable to the $2,615,000 goodwill impairment
charge.




22


ITEM
7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued):





Fiscal Year 2009 versus
2008


Results of
Operations:





Consolidated
net sales for the year ended February 28, 2009 were $750,954,000 as compared to
$747,170,000 for the comparable period of the prior year, an increase of
$3,784,000 or 0.5%.





Sales of
active electronic components for the year ended February 28, 2009 were
$697,270,000as
compared to $688,131,000 for the comparable period of the prior year, an
increase of approximately $9,139,000 or 1.3%.  This sales increase is
primarily due to an increase of System sales of $8,524,000, the expansion of the
segment's line card and customer base, and the acquisition of C-88, partially
offset by a decrease in sales during the second half of fiscal 2009 due to the
global economic recession.





Passive
components sales for the year ended February 28, 2009 were $53,684,000 compared
to $59,039,000 for the year ended February 29, 2008, a decrease of $5,355,000 or
9.1%, primarily due to the global economic recession. Several major customers
curtailed or halted production of certain programs in the second half of fiscal
2009.





Consolidated
gross margin was 15.1% in fiscal 2009 as compared to 16.1% in fiscal
2008.  The decline in gross margin for the year ended February 28,
2009 is attributed to an increase in lower margin sales in the Asian markets in
order to secure high volume business from large Asian contract manufacturers and
a change in product mix to include a higher amount of lower margin business in
North America and Europe. Reduced supplier discounts aggregating $2,630,000,
higher freight costs of $1,579,000 and a Systems sale of $13,841,000 at a low
margin to a large customer of an end-of-life product, among other factors, also
contributed to the decline in gross profit margin during the year ended February
28, 2009.





As a
percentage of sales, selling, general and administrative expenses decreased to
15.0% from 15.1% in the comparable period of the prior year.  Selling,
general and administrative expenses increased $537,000 or 0.5% over the prior
period primarily due to: (i) an increase of $987,000 for operating expenses
attributed to the then newly acquired C-88 operation, (ii) a $975,000 increase
in professional fees related to the Vitesse Matter; (iii) an increase of
$890,000 in severance related to the reduction in workforce during the third and
fourth quarter of 2009; (iv) $261,000 of increased warehouse costs for
severance  related to the consolidation of the Company’s Melville, New
York warehouse into the expanded Mississippi warehouse; and (v) an increase in
other selling and general and administrative expenses of $311,000. These
increases were partially offset by a decrease of $2,887,000 inselling and
administrative expenses primarily due to a reduction in workforce during the
third and fourth quarters of fiscal 2009 and a salary reduction program
implemented in the fourth quarter of fiscal 2009.





Operating
income decreased $14,686,000 to an operating loss of $6,760,000 in fiscal 2009
from an operating profit of $7,926,000 in fiscal 2008.  Most of the
decrease was in the active components segment which experienced a gross profit
reduction of $5,426,000 and selling, general and administrative expense
increases aggregating $1,080,000 and a goodwill impairment charge increase of
$7,443,000.  The passive components segment experienced selling,
general and administrative decreases of $542,000 and gross profit decreases of
$1,280,000.





At the
end of the third quarter of fiscal 2009, the NUE reporting unit began to
experience a notable decline in its sales and operating
results.  During the fourth quarter, we performed our annual
impairment test and accordingly, the goodwill of $7,443,000 related to our NUE
reporting unit was fully impaired.  This was the result of the global
economic recession and the impact the recession had on the reporting unit's
current and projected performance including a significant reduction in product
demand, deterioration in gross margin and reduced cash flow
projections.





Interest
expense decreased 31.3% to$3,141,000 for the year
ended February 28, 2009 from $4,570,000 from the prior year primarily due to
lower average borrowings and lower average interest rates compared to the prior
year period.





The
effective tax rate was lower than the statutory rate of 35% for the year
ended February 28, 2009, primarily due to income earned at tax rates lower than
the U.S. tax rate, lower state and local income taxes and tax benefit derived
from foreign tax credits, partially offset by an increase in the valuation
allowance for certain foreign net operating losses. Also, in preparing our
fiscal 2008 tax return, we determined that certain tax adjustments for permanent
items to the Company’s tax provision were required resulting in the recording of
an additional tax benefit of $662,000for the year ended
February 28, 2009.  There was no income tax benefit recognized for the
goodwill impairment charge of $7,443,000 recorded for the year ended February
28, 2009.  The effective tax rate was lower than the statutory
rate of 35% for the year ended February 29, 2008 primarily due to lower
international tax rates than the United States statutory rate caused by the tax
benefit associated with the election in 2008 to permanently reinvest foreign
income in the respective foreign country, partially offset by penalties and
interest associated with the correction of errors in our United States federal
and state income tax returns for prior fiscal years.  Refer to Note 8
of the Notes to Consolidated Financial Statements for a reconciliation of our
income tax (benefit) provision.


23





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Results of Operations
(Continued):




Net loss
for the year ended February 28, 2009 was $9,235,000 or $.51 per basic and
diluted share as compared to net income of $2,519,000 or $0.14 per basic and per
diluted share for the year ended February 29, 2008. The net loss for fiscal 2009
is primarily attributed to the $7,443,000 goodwill impairment charge, $3,577,000
of professional fees for the Vitesse Matter and $1,151,000 of severance related
to the reduction in workforce.





Liquidity and Capital
Resources:





The
Company's current ratio (current assets divided by current liabilities) was
2.9:1 at February 28, 2010. Working capital was $170,996,000 at February 28,
2010 as compared to $147,141,000 at February 28, 2009.





At
February 28, 2010, borrowings under the Company’s Revolving Credit Line (as
defined below) increased $20,050,000 from February 28, 2009.  The
increase was used to fund accounts receivable and inventory
increases.  The Company also used $1,445,000 to fund capital
expenditures.





The
Company used $12,297,000 of cash in operating activities, used $1,445,000 of
cash for capital expenditures, and $15,529,000 was provided by financial
activities resulting in an increase in cash of $1,839,000 net of the effect of
exchange rate changes.





The
Company has a secured revolving line of credit agreement with eight banks, which
currently provides for maximum borrowings of $120,000,000 (the "Revolving Credit
Line").  The Revolving Credit Line provides for borrowings utilizing
an asset-based formula predicated on a certain percentage of outstanding
domestic accounts receivable and inventory levels at any given
month-end.  Based on the asset-based formula, the Company may not be
able to borrow the maximum amount available under its Revolving Credit Line at
all times.  At February 28, 2010, borrowings under the Revolving
Credit Line incurred interest at either (i) the lead bank’s prime rate plus 1.7%
or (ii) LIBOR plus 3.5%, at the option of the Company, through September 30,
2011, the due date of the loan.  The interest rate at February 28,
2010 was 5.0%.  Direct borrowings under the Revolving Credit Line were
$35,000,000 at February 28, 2010, and $14,950,000 at February 28,
2009.





The
Company also has a receivable financing agreement with a bank in England (the
"U.K. Credit Line") which provides for maximum borrowings of £4,000,000
(approximately $5,949,000) at February 28, 2010, which bear interest at the
bank's base rate plus 1.55%.  The interest rate at February 28, 2010
was 2.28% and at February 28, 2009 was 4.55%.  The Company owed
$3,071,000 and $1,944,000 at February 28, 2010 and February 28, 2009,
respectively.  The U.K. Credit Line renews annually in
July.





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 $1,807,000) as of February 28, 2010, at the current prevailing
interest rate (5.875% at February 28, 2010).  Borrowings under the
Danish Credit Line were 6,146,000 Danish Kroner ($1,121,000) at February 28,
2010.





At
February 28, 2010, the Company had unused availability aggregating approximately
$38,647,000 under all of its bank credit facilities.





The
Company anticipates that its resources provided by its cash flow from operations
and the aforementioned bank agreements, together with any amendments or
extensions thereof, will be sufficient to finance its operations for at least
the next twelve-month period.




24


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Critical Accounting Policies
and Estimates:





The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States.  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, intangible assets, income taxes and
contingencies and litigation, 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:





Operating Segments –
The active electronic components segment includes mainly commercial
semiconductor products such as memory chips, microprocessors, digital and linear
circuits, microwave, RF and fiber-optic components, transistors, diodes and
systems products.  Passive components distributed by NIC, principally
to OEMs, contractors and other distributors globally, consist of a high
technology line of surface mount and leaded components, including capacitors,
resistors, inductors and circuit protection components.





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 also has certain business with a select
supplier where it acts as an agent.





The
Company recognizes revenue in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB
104").  Under SAB 104, revenue is recognized 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.





In
addition, the Company has certain business with a supplier and customers that is
accounted for on an agency basis (that is, the Company recognizes the fees
associated with serving as an agent in sales with no associated cost of sales)
in accordance with Emerging Issues Task Force ("EITF") Issue No. 99-19,
"Reporting Revenue Gross as a Principal versus Net as an
Agent."  These transactions relate to the rendering of logistics
services for the delivery of inventory for which the Company does not assume the
risks and rewards of ownership.





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 that are made for rebates are
made in accordance with EITF 01-9 which are primarily volume driven, based on
historical trends and anticipated customer buying patterns.  We record
a reserve for potential sales returns in accordance with Statement of Financial
Accounting Standard No. 48 "Revenue Recognition when the Right of Return
Exist".  Historical sales returns and anticipated future buying
patterns are utilized to record provisions for sales returns.





Allowance for Doubtful
Accounts - The Company maintains allowances for doubtful accounts for
estimated bad debts.  Our estimate of the allowances needed is based
on the ability of the Company’s customers to make payments.  If the
ability of the customers to make payments were to deteriorate, additional
allowances might be required thereby reducing our operating
income.  For example, at fiscal year end, a 1% increase in the
allowance for doubtful accounts from 3% of accounts receivable to 4% of accounts
receivable would reduce operating income by approximately $1,355,000 for the
year ended February 28, 2010.




25


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Critical Accounting Policies
and Estimates (Continued):





Inventory Valuation -
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, market conditions and the ability to return
inventory pursuant to our distributor franchise agreements.  In prior
periods, reserves required for obsolescence were not material to our financial
statements.  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.  For example, at fiscal
year end, each additional 1% of obsolete inventory or inventory that the Company
was unable to return pursuant to its distributor or related agreements, would
reduce operating income by approximately $1,174,000 for the year ended February
28, 2010.





Accounting
for Income Taxes–
Management's judgment is required in determining the provision for income taxes,
deferred tax assets and liabilities and the need for a valuation allowance
against net deferred tax assets.Realization
ofthe carrying value of
the Company's deferred tax assets is dependent upon, among other things, our
ability to generate sufficient future taxable income in certain tax
jurisdictions.We record
a valuation allowance to reduce our deferred tax assets to the amount that
management determines is more likely than not to be realized. In assessing
whether a valuation allowance is required, we consider a variety of factors,
including the scheduled reversal of deferred tax liabilities, future taxable
income, and prudent and feasible tax planning strategies.Should the Company determine that it is
not more likely than not that it will be able to realize all or part of its
deferred tax assets in the future, a valuation allowance will be recorded
against the deferred tax assets with a corresponding charge to income in the
period such determination is made.





In addition, the Company establishes
reserves for uncertain tax positions unless such positions are determined to be
"more likely than not" of being sustained upon examination, based on their
technical merits. That is, for financial reporting purposes, the Company only
recognizes tax benefits taken on the tax return that it believes are "more
likely than not" of being sustained. There is considerable judgment involved in
determining whether positions taken on the tax return are "more likely than not"
of being sustained. As a result, there may be differences between the
anticipated and actual outcomes of these matters that may result in reversals of
reserves or the need for additional tax liabilities in excess of the reserved
amounts.  To the extent such adjustments are warranted, the Company's
effective tax rate may potentially fluctuate as a result.





Goodwill and Other
Indefinite-Lived Intangible Assets – In assessing the recoverability of
our goodwill and other indefinite-lived intangible assets, we must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets. If it is determined that impairment
indicators are present and that the assets will not be fully recoverable, their
carrying values are reduced to estimated fair value. Impairment indicators
include, among other conditions, cash flow deficits, an historic or anticipated
decline in revenue or operating profit, adverse legal or regulatory
developments, and a material decrease in the fair value of some or all of the
assets. Assets are grouped at the lowest levels for which there are identifiable
cash flows that are largely independent of the cash flows generated by other
asset groups. Changes in strategy and/or market conditions could significantly
impact these assumptions, and thus we may be required to record impairment
charges for those assets not previously recorded.





The
Company evaluates goodwill and other indefinite–lived intangible assets on an
annual basis or earlier if events or circumstances have occurred that indicate
all, or a portion of the carrying amount of such assets may no longer be
recoverable, in which case an impairment charge to net income would become
necessary.





Goodwill
is reviewed for impairment using a two-step process.  The first step
of the impairment test requires the identification of the reporting units and
comparison of the fair value of each of the reporting units to the respective
carrying value.  The Company identified the reporting units to be
tested to be:  Nu Horizons Europe Limited ("NUE") in England, Nu
Horizons Electronics GmbH ("NUD") in Germany and C-88 AS ("C-88") in Denmark.
These reporting units were identified as the only reporting units with goodwill
attributed to them and all of these reporting units are part of the active
electronics component operating segment.  If the carrying value of the
reporting unit is less than its fair value, no impairment exists and the second
step is not performed.  If the carrying value of the reporting unit is
higher than the fair value, the second step must be performed to compute the
amount of goodwill impairment, if any.  In the second step, the
impairment is computed by comparing the implied fair value of the reporting unit
goodwill with the carrying amount of that goodwill.  If the carrying
amount of the reporting unit goodwill exceeds the implied fair value of that
goodwill, an impairment charge is recognized for the excess.


26


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Critical Accounting Policies
and Estimates (Continued):





In
determining the fair value of the reporting units, we utilized the Income
Approach and the Market Approach. A discounted cash flow was used for the Income
Approach, whereas the Market Approach involved the calculation of the fair
values of the reporting unit's enterprise value based upon selected multiples of
comparable public companies.  We also considered the value indicated
by the Company’s publicly-traded equity as a reasonableness check of our
indicated values. The transaction approach was excluded due to lack of
sufficient comparable transactions.





We
weighed the Income and Market Approach equally at 50% because we believe these
approaches are of equal relevance. Management insight into the business makes
the Income Approach a reliable factor. The Market Approach provides insight into
value based on a collective view of investors in the relevant market expressed
through investments in publicly-traded companies.





Using the
Income Approach required significant judgment and projections of future
financial performance.  The key assumptions used in developing the
Income Approach are the projection of future revenues and expenses, working
capital requirements, residual growth rates and the weighted cost of
capital.  In developing our financial projections we consider
historical data, current internal estimates and market growth trends. While
changes to any of these assumptions could materially change the value of the
reporting unit, we believe the assumptions underlying future revenues and
expenses, working capital requirements, and residual growth rates are reasonable
assumptions of both the business’ environment and macro-economic conditions at
the impairment testing date.  We performed a sensitivity analysis of
the weightings of the Income and Market Approaches, the weighted cost of capital
assumptions for the NUE Reporting Unit and the selected multiples applied in the
Market Approach. This sensitivity test included relying 100.0 percent on the
Income Approach or relying 100.0 percent on the Market
Approach,  including a 100 basis point premium or a 100 basis point
discount to the cost of capital, and applying a 10 percent premium or a 10
percent discount to the selected market multiples for the NUE Reporting
Unit.  Based on our sensitivity analyses, our conclusion would not
have been impacted under any of the above scenarios.





Based
upon the results of impairment testing, the Company concluded that a portion of
its goodwill was impaired and, as such recorded a non-cash impairment charge of
$2,615,000 or $.13 per basic and diluted share for the year ended February 28,
2010 and $7,443,000 or $0.41 per basic and diluted share for the year ended
February 28, 2009. The impairment charges did not impact the Company’s
consolidated cash flows or liquidity.  No impairment has been
identified with respect to the Company’s identifiable intangible
assets.





Recent Accounting
Pronouncements Affecting the Company - In May 2008, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards No. 162, "The Hierarchy of Generally Accepted Accounting Principles"
("Statement No. 162"), codified in ASC Topic 105.  Statement No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in preparation of the financial statements of
non-governmental entities that are presented in conformity with U.S. GAAP (the
GAAP hierarchy).  Statement No. 162 (hereinafter referred to as FASB
ASC) became effective in fiscal 2010.  The adoption of FASB ASC did
not have a material impact on the Company’s consolidated financial position or
results of operations.





In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), "Business Combinations" ("Statement
No. 141(R)"), codified in ASC Topic 805.  Statement
No. 141(R) changes the requirements for an acquirer’s recognition and
measurement of the assets acquired and the liabilities assumed in a business
combination. It also requires that transaction costs be expensed as incurred.
Statement No. 141(R) is effective for annual periods beginning after
December 15, 2008 and should be applied prospectively for all business
combinations entered into after the date of adoption. The Company's adoption of
Statement No. 141(R) in the first quarter of fiscal 2010 did not have a material
impact on the Company’s consolidated financial position or results or
operations.





Off-Balance Sheet
Arrangements:





As of
February 28, 2010, the Company had no off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on the Company's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.




27


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Continued):





Contractual
Obligations:




Contractual Obligations(1)
                    
                    Total
                    
                    
                    Less than
                      1 year
                    
                    
                    1-3
                      years
                    
                    
                    3-5
                      Years
                    
                    
                    More than
                      5 yearsRevolving
      Credit Lines withInterest(2)
                    
                    $
                    42,062,000
                    
                    
                    $
                    6,041,000
                    
                    
                    $
                    36,021,000
                    
                    
                    $
                    -
                    
                    
                    $
                    -Operating
      Leases
                    
                    
                    18,949,000
                    
                    
                    
                    3,681,000
                    
                    
                    
                    5,327,000
                    
                    
                    
                    3,496,000
                    
                    
                    
                    6,445,000Employment
      Agreements(3)
                    
                    
                    3,929,000
                    
                    
                    
                    327,000
                    
                    
                    
                    1,048,000
                    
                    
                    
                    1,572,000
                    
                    
                    
                    982,000Equipment
      Leases
                    
                    
                    395,000
                    
                    
                    
                    272,000
                    
                    
                    
                    123,000
                    
                    
                    
                    -
                    
                    
                    
                    -Total
                    
                    $
                    65,335,000
                    
                    
                    $
                    10,321,000
                    
                    
                    $
                    42,519,000
                    
                    
                    $
                    5,068,000
                    
                    
                    $
                    7,427,000


(1)
                    Does
      not include Company purchase orders aggregating $330,690,000 at April 9,
      2010 with suppliers which generally can be cancelled with 30 days notice
      pursuant to the terms of the Company's distribution agreements with such
      suppliers.(2)
                    Amounts
      include an estimate of the interest expense on the revolving credit lines
      based on the outstanding balances as of February 28, 2010 until the
      expiration date of the revolving credit lines at an estimated rate of
      interest.(3)
                    Base
      salary excluding potential
bonuses.




Inflationary
Impact:





For the
three most recent fiscal years, inflation has not significantly affected the
Company’s operating results.  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.




ITEM
      7A.
            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 credit
facilities bear interest based on fluctuating interest rates.  The
interest rate under its Revolving Credit Line is tied to the prime or LIBOR
rate, the interest rate under its UK Credit Line is tied to the Bank of
England's base rate, and the interest rate under the Singapore Credit Line is
tied to SIBOR; all of these interest rates may fluctuate over time based on
economic conditions.  A hypothetical 100 basis point (one percentage
point) increase in interest rates would have resulted in incremental interest
expense of approximately $276,000 for the year ended February 28, 2010 and
$679,000 for the year ended February 28, 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, in an effort to manage its
interest rate risk.





Foreign
Currency Exchange Rate Risk:


The
Company has foreign subsidiaries in Asia, the United Kingdom, Germany, Denmark,
Canada and Mexico.  The Company does business in more than one dozen
countries and currently generates approximately 43% 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 $101,628,000 and
$93,707,000 at February 28, 2010 and February 28, 2009, 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.  These risks could have a material impact on
the Company’s results in future periods.  The potential loss based on
end of period balances and prevailing exchange rates resulting from a
hypothetical 10% strengthening of the dollar against foreign currencies was not
material in the year ended February 28, 2010 or the year ended February 28,
2009.  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.


28


ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.





NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF
OPERATIONS





For The Years EndedFebruary 28,
                      2010
                    
                    
                    February 28,
                      2009
                    
                    
                    February 29,
                      2008NET
      SALES
                    
                    $
                    670,727,000
                    
                    
                    $
                    750,954,000
                    
                    
                    $
                    747,170,000COSTS
      AND EXPENSES:Cost
      of sales
                    
                    
                    576,027,000
                    
                    
                    
                    637,261,000
                    
                    
                    
                    626,771,000Selling,
      general and administrative expenses
                    
                    
                    90,692,000
                    
                    
                    
                    113,010,000
                    
                    
                    
                    112,473,000Goodwill
      impairment charge
                    
                    
                    2,615,000
                    
                    
                    
                    7,443,000
                    
                    
                    
                    -669,334,000
                    
                    
                    
                    757,714,000
                    
                    
                    
                    739,244,000OPERATING
      INCOME (LOSS)
                    
                    
                    1,393,000
                    
                    
                    
                    (6,760,000
                    )
                    
                    
                    7,926,000OTHER
      (INCOME) EXPENSE:Interest
      expense
                    
                    
                    1,723,000
                    
                    
                    
                    3,141,000
                    
                    
                    
                    4,570,000Interest
      income
                    
                    
                    (13,000
                    )
                    
                    
                    (100,000
                    )
                    
                    
                    (241,000
                    )1,710,000
                    
                    
                    
                    3,041,000
                    
                    
                    
                    4,329,000INCOME
      (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES
                    
                    
                    (317,000
                    )
                    
                    
                    (9,801,000
                    )
                    
                    
                    3,597,000Provision
      (benefit)for income taxes
                    
                    
                    1,691,000
                    
                    
                    
                    (837,000
                    )
                    
                    
                    766,000CONSOLIDATED
      NET INCOME (LOSS)
                    
                    
                    (2,008,000
                    )
                    
                    
                    (8,964,000
                    )
                    
                    
                    2,831,000Net
      income attributable to noncontrolling interest
                    
                    
                    289,000
                    
                    
                    
                    271,000
                    
                    
                    
                    312,000NET
      INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS
                    
                    $
                    (2,297,000
                    )
                    
                    $
                    (9,235,000
                    )
                    
                    $
                    2,519,000NET
      INCOME (LOSS) PER SHARE ATTRIBUTABLE TO NU HORIZONSBasic
                    
                    $
                    (.13
                    )
                    
                    $
                    (.51
                    )
                    
                    $
                    .14Diluted
                    
                    $
                    (.13
                    )
                    
                    $
                    (.51
                    )
                    
                    $
                    .14WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDINGBasic
                    
                    
                    18,105,933
                    
                    
                    
                    18,043,834
                    
                    
                    
                    17,931,356Diluted
                    
                    
                    18,105,933
                    
                    
                    
                    18,043,834
                    
                    
                    
                    18,582,130





See
accompanying notes




F-1




NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


CONSOLIDATED BALANCE
SHEETS





February 28,
                    2010
                  
                  
                  February 28,
                    2009-
      ASSETS -CURRENT
      ASSETS:Cash
                  
                  $
                  6,632,000
                  
                  
                  $
                  4,793,000Accounts
      receivable – less allowances of $3,659,000 and
      $3,438,000, respectively
                  
                  
                  131,883,000
                  
                  
                  
                  111,572,000Inventories
                  
                  
                  117,377,000
                  
                  
                  
                  107,877,000Deferred
      tax asset
                  
                  
                  434,000
                  
                  
                  
                  3,323,000Prepaid
      expenses and other current assets
                  
                  
                  7,095,000
                  
                  
                  
                  4,979,000TOTAL
      CURRENT ASSETS
                  
                  
                  263,421,000
                  
                  
                  
                  232,544,000PROPERTY,
      PLANT AND EQUIPMENT – NET
                  
                  
                  4,924,000
                  
                  
                  
                  4,827,000OTHER
      ASSETS:Goodwill
                  
                  
                  2,308,000
                  
                  
                  
                  5,020,000Intangibles
      – net
                  
                  
                  3,404,000
                  
                  
                  
                  3,742,000Other
      assets
                  
                  
                  2,087,000
                  
                  
                  
                  5,222,000TOTAL
      ASSETS
                  
                  $
                  276,144,000
                  
                  
                  $
                  251,355,000-
      LIABILITIES AND EQUITY -CURRENT
      LIABILITIES:Accounts
      payable
                  
                  $
                  78,791,000
                  
                  
                  $
                  67,133,000Accrued
      expenses
                  
                  
                  7,696,000
                  
                  
                  
                  8,498,000Bank
      debt
                  
                  
                  4,192,000
                  
                  
                  
                  8,450,000Income
      taxes payable
                  
                  
                  1,746,000
                  
                  
                  
                  1,322,000TOTAL
      CURRENT LIABILITIES
                  
                  
                  92,425,000
                  
                  
                  
                  85,403,000LONG
      TERM LIABILITIESBank
      debt
                  
                  
                  35,000,000
                  
                  
                  
                  14,950,000Other
      long-term liabilities
                  
                  
                  3,355,000
                  
                  
                  
                  2,590,000Deferred
      tax liability
                  
                  
                  -
                  
                  
                  
                  1,903,000TOTAL
      LONG TERM LIABILITIES
                  
                  
                  38,355,000
                  
                  
                  
                  19,443,000COMMITMENTS
      AND CONTINGENCIESEQUITY:Preferred
      stock, $1 par value, 1,000,000 shares authorized; none issued or
      outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.0066 par value, 50,000,000 shares authorized; 18,549,305 and
      18,578,946 shares issued and outstanding as of February 28, 2010 and 2009,
      respectively
                  
                  
                  122,000
                  
                  
                  
                  122,000Additional
      paid-in capital
                  
                  
                  57,227,000
                  
                  
                  
                  56,386,000Retained
      earnings
                  
                  
                  85,089,000
                  
                  
                  
                  87,386,000Other
      accumulated comprehensive income
                  
                  
                  240,000
                  
                  
                  
                  83,000Total
      Nu Horizons stockholders' equity
                  
                  
                  142,678,000
                  
                  
                  
                  143,977,000Noncontrolling
      interest
                  
                  
                  2,686,000
                  
                  
                  
                  2,532,000TOTAL
      EQUITY
                  
                  
                  145,364,000
                  
                  
                  
                  146,509,000TOTAL
      LIABILITIES AND EQUITY
                  
                  $
                  276,144,000
                  
                  
                  $
                  251,355,000





See
accompanying notes




F-2


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY




Shares
                                
                                
                                Common
                                  Stock
                                
                                
                                Additional
                                  Paid-in
                                  Capital
                                
                                
                                Retained
                                  Earnings
                                
                                
                                Accumulated
                                  Other
                                  Comprehensive
                                  Income (Loss)
                                
                                
                                Comprehensive
                                  Income (Loss)
                                
                                
                                Noncontrolling
                                  Interest
                                
                                
                                Total
                                  EquityBalance
      at February 28, 2007
                                
                                
                                18,158,034
                                
                                
                                $
                                120,000
                                
                                
                                $
                                53,512,000
                                
                                
                                $
                                94,102,000
                                
                                
                                $
                                13,000
                                
                                
                                $
                                -
                                
                                
                                $
                                1,949,000
                                
                                
                                $
                                149,696,000Noncontrolling
      interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                312,000
                                
                                
                                
                                312,000Exercise
      of stock options
                                
                                
                                27,000
                                
                                
                                
                                -
                                
                                
                                
                                210,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                210,000Income
      tax benefit from stock options vested
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                45,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                45,000Stock
      option expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                490,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                490,000Issuance
      of restricted stock
                                
                                
                                207,423
                                
                                
                                
                                1,000
                                
                                
                                
                                722,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                723,000Foreign
      currency translation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (540,000
                                )
                                
                                
                                (540,000
                                )
                                
                                
                                
                                
                                
                                
                                (540,000
                                )Net
      income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                2,519,000
                                
                                
                                
                                -
                                
                                
                                
                                2,519,000
                                
                                
                                
                                
                                
                                
                                
                                2,519,000Comprehensive
      income
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,979,000Balance
      at February 29, 2008
                                
                                
                                18,392,457
                                
                                
                                
                                121,000
                                
                                
                                
                                54,979,000
                                
                                
                                
                                96,621,000
                                
                                
                                
                                (527,000
                                )
                                
                                
                                
                                
                                
                                
                                2,261,000
                                
                                
                                
                                153,455,000Noncontrolling
      interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                271,000
                                
                                
                                
                                271,000Exercise
      of stock options
                                
                                
                                91,582
                                
                                
                                
                                1,000
                                
                                
                                
                                354,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                355,000Income
      tax benefit from stock awards vested
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                5,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                5,000Stock
      option expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                309,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                309,000Issuance
      of restricted stock
                                
                                
                                109,849
                                
                                
                                
                                
                                
                                
                                
                                818,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                818,000Retirement
      of restricted shares
                                
                                
                                (14,942
                                )
                                
                                
                                
                                
                                
                                
                                (79,000
                                )
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (79,000
                                )Foreign
      currency translation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                610,000
                                
                                
                                
                                610,000
                                
                                
                                
                                
                                
                                
                                
                                610,000Net
      loss
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (9,235,000
                                )
                                
                                
                                -
                                
                                
                                
                                (9,235,000
                                )
                                
                                
                                
                                
                                
                                
                                (9,235,000
                                )Comprehensive
      (loss)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (8,625,000
                                )Balance
      at February 28, 2009
                                
                                
                                18,578,946
                                
                                
                                
                                122,000
                                
                                
                                
                                56,386,000
                                
                                
                                
                                87,386,000
                                
                                
                                
                                83,000
                                
                                
                                
                                
                                
                                
                                
                                2,532,000
                                
                                
                                
                                146,509,000Noncontrolling
      interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                289,000
                                
                                
                                
                                289,000Dividend
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (135,000
                                )
                                
                                
                                (135,000
                                )Income
      tax deficiency from stock awards vested
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (114,000
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                (114,000
                                )Stock
      option expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                215,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                215,000Issuance
      of restricted stock
                                
                                
                                41,000
                                
                                
                                
                                -
                                
                                
                                
                                785,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                785,000Retirement
      of restricted shares
                                
                                
                                (17,201
                                )
                                
                                
                                -
                                
                                
                                
                                (45,000
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                (45,000
                                )Forfeited
      unvested restricted stock
                                
                                
                                (53,440
                                )Foreign
      currency translation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                157,000
                                
                                
                                
                                157,000
                                
                                
                                
                                
                                
                                
                                
                                157,000Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (2,297,000
                                )
                                
                                
                                
                                
                                
                                
                                (2,297,000
                                )
                                
                                
                                
                                
                                
                                
                                (2,297,000
                                )Comprehensive
      (loss)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (2,140,000
                                )Balance
      at February 28, 2010
                                
                                
                                18,549,305
                                
                                
                                $
                                122,000
                                
                                
                                $
                                57,227,000
                                
                                
                                $
                                85,089,000
                                
                                
                                $
                                240,000
                                
                                
                                
                                
                                
                                
                                $
                                2,686,000
                                
                                
                                $
                                145,364,000




See
accompanying notes


F-3


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF
CASH FLOWS




For The Years EndedFebruary 28,
                  2010
                
                
                February 28,
                  2009
                
                
                February 29,
                  2008INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS:Cash
      flows from operating activities:Cash
      received from customers
                
                $
                650,154,000
                
                
                $
                789,991,000
                
                
                $
                716,847,000Cash
      paid to suppliers and employees
                
                
                (661,779,000
                )
                
                
                (728,820,000
                )
                
                
                (732,359,000
                )Interest
      paid
                
                
                (1,807,000
                )
                
                
                (3,035,000
                )
                
                
                (4,500,000
                )Interest
      received
                
                
                12,000
                
                
                
                100,000
                
                
                
                241,000Income
      taxes refunded
                
                
                2,474,000
                
                
                
                -
                
                
                
                -Income
      taxes paid
                
                
                (1,343,000
                )
                
                
                (2,148,000
                )
                
                
                (11,191,000
                )Net
      cash provided by (used in) operating activities
                
                
                (12,289,000
                )
                
                
                56,088,000
                
                
                
                (30,962,000
                )Cash
      flows from investing activities:Capital
      expenditures
                
                
                (1,445,000
                )
                
                
                (2,186,000
                )
                
                
                (2,808,000
                )Acquisition
      payments
                
                
                -
                
                
                
                (7,452,000
                )
                
                
                (4,337,000
                )Net
      cash (used in) investing activities
                
                
                (1,445,000
                )
                
                
                (9,638,000
                )
                
                
                (7,145,000
                )Cash
      flows from financing activities:Borrowings
      under revolving credit line
                
                
                270,088,000
                
                
                
                298,720,000
                
                
                
                317,605,000Repayments
      under revolving credit line
                
                
                (254,424,000
                )
                
                
                (345,223,000
                )
                
                
                (280,029,000
                )Proceeds
      from exercise of stock options
                
                
                
                
                
                
                355,000
                
                
                
                210,000Realized
      tax benefit of compensation expense
                
                
                
                
                
                
                (5,000
                )
                
                
                -Dividend
      to noncontrolling interest
                
                
                (135,000
                )
                
                
                -
                
                
                
                -Net
      cash provided by (used in) financing activities
                
                
                15,529,000
                
                
                
                (46,153,000
                )
                
                
                37,786,000Effect
      of exchange rate changes
                
                
                44,000
                
                
                
                610,000
                
                
                
                (540,000
                )Net
      increase (decrease) in cash and cash equivalents
                
                
                1,839,000
                
                
                
                907,000
                
                
                
                (861,000
                )Cash
      and cash equivalents, beginning of year
                
                
                4,793,000
                
                
                
                3,886,000
                
                
                
                4,747,000Cash
      and cash equivalents, end of year
                
                $
                6,632,000
                
                
                $
                4,793,000
                
                
                $
                3,886,000





See
accompanying notes


F-4


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF
CASH FLOWS (CONTINUED)




For The Years EndedFebruary 28,
                    2010
                  
                  
                  February 28,
                    2009
                  
                  
                  February 29,
                    2008RECONCILIATION
      OF NET INCOME (LOSS) TO NET CASH FROM OPERATING ACTIVITIESNET
      INCOME (LOSS)
                  
                  $
                  (2,008,000
                  )
                  
                  $
                  (8,964,000
                  )
                  
                  $
                  2,831,000Adjustments:Depreciation
      and amortization
                  
                  
                  1,787,000
                  
                  
                  
                  2,239,000
                  
                  
                  
                  1,768,000Bad
      debt reserves
                  
                  
                  387,000
                  
                  
                  
                  (341,000
                  )
                  
                  
                  -Goodwill
      impairment charge
                  
                  
                  2,618,000
                  
                  
                  
                  7,443,000
                  
                  
                  
                  -Goodwill
      earnout
                  
                  
                  98,000
                  
                  
                  
                  -
                  
                  
                  
                  -Loss
      on disposal of fixed assets
                  
                  
                  -
                  
                  
                  
                  27,000
                  
                  
                  
                  -Deferred
      income tax
                  
                  
                  987,000
                  
                  
                  
                  (431,000
                  )
                  
                  
                  (1,760,000
                  )Income
      tax benefit from stock awards exercised
                  
                  
                  -
                  
                  
                  
                  5,000
                  
                  
                  
                  -Stock
      based compensation
                  
                  
                  1,000,000
                  
                  
                  
                  1,127,000
                  
                  
                  
                  1,258,000Retirement
      plan
                  
                  
                  765,000
                  
                  
                  
                  716,000
                  
                  
                  
                  484,000Changes
      in assets and liabilities - net of effect of acquisitions:Accounts
      receivable
                  
                  
                  (20,574,000
                  )
                  
                  
                  39,038,000
                  
                  
                  
                  (29,301,000
                  )Inventories
                  
                  
                  (9,500,000
                  )
                  
                  
                  26,813,000
                  
                  
                  
                  (1,926,000
                  )Prepaid
      expenses and other current assets
                  
                  
                  (2,174,000
                  )
                  
                  
                  (673,000
                  )
                  
                  
                  319,000Other
      assets
                  
                  
                  3,121,000
                  
                  
                  
                  (88,000
                  )
                  
                  
                  23,000Accounts
      payable and accrued expenses
                  
                  
                  12,547,000
                  
                  
                  
                  (8,675,000
                  )
                  
                  
                  6,533,000Income
      taxes
                  
                  
                  (1,343,000
                  )
                  
                  
                  (2,148,000
                  )
                  
                  
                  (11,191,000
                  )Net
      cash provided by (used in) operating activities
                  
                  $
                  (12,289,000
                  )
                  
                  $
                  56,088,000
                  
                  
                  $
                  (30,962,000
                  )Supplemental Disclosures of
      Cash Flow Information:Non-cash
      transactions:Issuance
      of restricted stock
                  
                  $
                  785,000
                  
                  
                  $
                  818,000
                  
                  
                  $
                  723,000





See
accompanying notes




F-5


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS





1.     ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:





a.      Organization:





Nu
Horizons Electronics Corp. and its subsidiaries (both wholly- and
majority-owned) (collectively, the "Company"), are wholesale and export
distributors of active electronic components and passive electronic components
throughout North America, Asia, Australia and Europe.





b.     Principles
of Consolidation:





The
consolidated financial statements include the accounts of Nu Horizons
Electronics Corp. and its wholly-owned subsidiaries, NIC Components Corp.
("NIC"), Nu Horizons International Corp. ("International"), NUHC Inc. ("NUC"),
Nu Horizons Electronics Asia PTE LTD ("NUA"), Nu Horizons Electronics Pty Ltd
("NUZ"), Nu Horizons Electronics Asia Pte Ltd., Korea Branch ("NUK"), Nu
Horizons Electronics NZ Limited ("NUN"), Nu Horizons Electronics GmbH ("NUD"),
Nu Horizons Electronics (Shanghai) Co. Ltd. ("NUS"), Nu Horizons Electronics
Europe Limited ("NUE"), Nu Horizons Electronics AS ("NOD", formerly known as
C-88 AS ("C-88")), Titan Supply Chain Services Corp. ("Titan"), Titan Supply
Chain Services PTE LTD ("TSC"), Titan Supply Chain Services Limited ("TSE"),
Razor Electronics, Inc. ("RAZ"), NuXchange B2B Services, Inc. ("NUX"), Nu
Horizons Electronics Hong Kong Ltd. ("NUO"), Nu Horizons Electronics Mexico,
S.A. de C.V. ("NUM"), Nu Horizons Electronics Services Mexico, S.A. de C.V.
("NSM") and Nu Horizons Electronics Limited ("NUL") and its majority-owned
subsidiaries, NIC Components Europe Limited ("NIE"), and NIC Components Asia PTE
LTD. ("NIA").  All intercompany balances and transactions have been
eliminated.





c.     Use
of Estimates:





In
preparing financial statements in accordance with accounting principles
generally accepted in the United States as specified in the Financial Accounting
Standards Board, Accounting Standards Codification ("FASB ASC"), management
makes certain estimates and assumptions that affect reported amounts and
disclosures.   Actual results could differ from those
estimates.





d.     Concentration
of Credit Risk/Fair Value:





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash and accounts receivable.





The
Company maintains, at times, deposits in federally insured financial
institutions in excess of federally insured limits.  Management
attempts to monitor the soundness of the financial institutions and believes the
Company’s risk is not material.  Concentrations with regard to
accounts receivable are limited due to the Company’s large customer
base.





The
carrying amounts of cash, accounts receivable, accounts payable and accrued
expenses approximate fair value due to the short-term nature of these
items.  The carrying amount of long-term debt also approximates fair
value since the variable interest rates on these instruments approximate market
interest rates.





e.     Cash
and Cash Equivalents:





The
Company considers all highly liquid investments purchased with a remaining
maturity of three months or less to be cash equivalents.





f.     
Allowance for Doubtful Accounts:





The
Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required
payments.  The allowances for doubtful accounts are determined using a
combination of factors, including the length of time the receivables are
outstanding, the current business environment, and historical
experience.




F-6




NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)




1.     ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):





g.     Inventories:





Inventories,
which consist primarily of goods held for resale, are stated at the lower of
cost (first-in, first-out method) or market.  In excess of 90% of the
Company’s total inventories are covered by product line distributor agreements
whereby the Company has the right to return certain slow-moving and obsolete
inventory to its suppliers.  Obsolescence charges for inventory not
covered by such agreements have not been material to date.





h.     Depreciation:





Depreciation
is provided using the straight-line method as follows:





Office
      equipment
              5
      yearsFurniture
      and fixtures
              5 –
      12 yearsComputer
      equipment
              5
      years





Leasehold
improvements are amortized over the shorter of the useful life or the term of
the lease.  Maintenance and repairs are charged to operations and
major improvements are capitalized.  Upon retirement, sale or other
disposition, the associated cost and accumulated depreciation are eliminated
from the accounts and any resulting gain or loss is included in
operations.





i.      Income
Taxes:





The
Company accounts for income taxes according to FASB ASC accounting guidance
under the asset and liability method, which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements. Under this method, deferred
tax assets and liabilities are determined based on the differences between the
financial statements and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
The effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment
date.  The Company assesses the recoverability of the deferred tax
assets and determines if a valuation allowance is necessary under the "more
likely than not" approach.  The Company analyzes its ability to
utilize deferred tax assets by considering future taxable income, reversal of
temporary differences and prudent and feasible tax planning
strategies.





In July
2006, new accounting rules were issued, which clarified the accounting for
uncertainty in income taxes recognized in an entity’s financial statements and
prescribed a recognition threshold and measurement attributes for financial
statement disclosure of tax positions taken or expected to be taken on a tax
return. Under these rules, the impact of an uncertain income tax position on the
income tax return must be recognized at the largest amount that is more
likely-than-not to be sustained upon audit by the relevant taxing authority. An
uncertain income tax position will not be recognized if there is less than a 50%
likelihood of its being sustained. Additionally, these rules provide guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.





j.      Revenue
Recognition:





Revenue Recognition -
The Company recognizes revenue when there is persuasive evidence of an
arrangement, delivery has occurred or services have been 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.





In
addition, the Company has certain business with a supplier and customers that is
accounted for on an agency basis (that is, the Company recognizes the fees
associated with serving as an agent in sales with no associated cost of
sales).  These transactions relate to the rendering of logistics
services for the delivery of inventory for which the Company does not assume the
risks and rewards of ownership.





F-7




NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)




1.     ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):





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.




k.     Shipping
and Handling Costs:





Shipping
and handling costs incurred by the Company are included in cost of sales and
aggregated $3,614,000, $3,369,000 and $1,790,000 for fiscal 2010, 2009 and 2008,
respectively.





l.      Advertising
and Promotion Costs:





Advertising
and promotion costs, which are included in general and administrative expenses,
are expensed as incurred.  For fiscal 2010, 2009 and 2008, such costs
aggregated $269,000, $661,000 and $899,000, respectively.





m.    Earnings
Per Common 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:




Years EndedFebruary 28, 2010
                                  
                                  
                                  February 28, 2009
                                  
                                  
                                  February 29, 2008NUMERATORNet
      (loss) income
                                  
                                  $
                                  (2,297,000
                                  )
                                  
                                  $
                                  (9,235,000
                                  )
                                  
                                  $
                                  2,519,000DENOMINATORWeighted
      average sharesoutstanding
      – Basic
                                  
                                  
                                  18,105,933
                                  
                                  
                                  
                                  18,043,834
                                  
                                  
                                  
                                  17,931,356Assumed
      conversion of stockoptions
      and restricted shares
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  650,774Weighted
      average shares –Diluted
                                  
                                  
                                  18,105,933
                                  
                                  
                                  
                                  18,043,834
                                  
                                  
                                  
                                  18,582,130Net
      (loss) income per share:Basic
                                  
                                  $
                                  (.13
                                  )
                                  
                                  $
                                  (.51
                                  )
                                  
                                  $
                                  .14Diluted
                                  
                                  $
                                  (.13
                                  )
                                  
                                  $
                                  (.51
                                  )
                                  
                                  $
                                  .14




The above
calculations for fiscal years 2010, 2009 and 2008 exclude 1,318,000; 1,823,147
and 344,750 options, respectively and 350,418; 480,453 and 109,000 restricted
shares, respectively, as their effect was antidilutive.





n.     Stock-Based
Compensation:





The
Company accounts for share-based payment awards exchanged for employee services
to be measured at fair value and expensed in the consolidated statements of
operations over the requisite employee service period.





The
Company records compensation expense for stock options measured at fair value,
on the date of grant, using an option-pricing model.  The fair value
of the Company's stock options is determined using the Black-Scholes valuation
model.




F-8




NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)




1.     ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):





o.     
Goodwill and Other Intangible Assets:





Goodwill
is tested at least annually for impairment at the reporting unit level. If an
indication of impairment exists, the Company determines if such goodwill's
implied fair value is less than the carrying value in order to determine the
amount, if any, of the impairment loss required to be recorded. Impairment
indicators include, among other conditions, cash flow deficits, an unanticipated
decline in revenue or operating profits, adverse legal or regulatory
developments, accumulation of costs significantly in excess of amounts
originally expected to acquire the asset and/or a material decrease in the fair
value of some or all of the assets. The Company performs the required impairment
tests of goodwill annually or earlier if events or circumstances indicate that
impairment may exist.





Goodwill
is reviewed for impairment using a two-step process.  The first step
of the impairment test requires the identification of the reporting units and
comparison of the fair value of each of the reporting units to its respective
carrying value.  The Company identified the reporting units to be
tested to be:  Nu Horizons Europe Limited ("NUE") in England, Nu
Horizons Electronics GmbH ("NUD") in Germany and C-88 AS ("C-88") in Denmark.
These reporting units were identified as the only reporting units with goodwill
attributed to them and all of these reporting units are part of the active
electronic components operating segment.  If the carrying value of the
reporting unit is less than its fair value, no impairment exists and the second
step is not performed.  If the carrying value of the reporting unit is
higher than the fair value, the second step must be performed to compute the
amount of goodwill impairment, if any.  In the second step, the
impairment is computed by comparing the implied fair value of the reporting unit
goodwill with the carrying amount of that goodwill.  If the carrying
amount of the reporting unit goodwill exceeds the implied fair value of that
goodwill, an impairment charge is recognized for the excess.  The
Company determined the fair value of the associated reporting units using a
present value of future cash flows approach and a total enterprise value
multiple of similar companies to the reporting units.





Based
upon the results of impairment testing, the Company concluded that a portion of
its goodwill was impaired and, as such recorded a non-cash impairment charge of
$2,615,000 for the year ended February 28, 2010 and $7,443,000 for the year
ended February 28, 2009. The impairment charges did not impact the Company’s
consolidated cash flows or liquidity.





The
Company recorded other intangible assets acquired during certain acquisitions
(See Note 2) which consist of customer relationships and non-competition
agreements.  Amortization is computed on the straight-line method over
the estimated useful life of the other intangible assets ranging from two to
seventeen years.  Other intangible assets are reviewed for impairment
whenever changes in circumstances or events may indicate that the carrying
amounts may not be recoverable.  If the fair value is less than the
carrying amount of the net asset, a loss is recognized for the difference
between the fair value and the carrying amount.  No impairment was
noted for other intangible assets during fiscal 2010, 2009 and
2008.





p.     Long-Lived
Assets, Other Than Goodwill and Other Intangibles:





The
Company reviews its long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of any such asset may not be
recoverable. The estimate of cash flow, which is used to determine
recoverability, is based upon, among other things, certain assumptions about
future operating performance. The Company's estimates of undiscounted cash flow
may differ from actual cash flow due to such factors including technological
advances, changes to the Company's business model, or changes in the Company's
capital strategy or planned use of long-lived assets. If the sum of the
undiscounted cash flows, excluding interest, is less than the carrying value,
the Company would recognize an impairment loss, measured as the amount by which
the carrying value exceeds the fair value of the asset. No impairment of
long-lived assets, other than goodwill and other tangibles was noted during
fiscal 2010, 2009 and 2008.





q.     Foreign
Currency Translation/Other Comprehensive Income:





Assets
and liabilities of the Company’s foreign subsidiaries are translated at the
balance sheet date exchange rates, while income and expenses are translated at
average rates for the period.  Translation gains and losses are
reported as a component of accumulated other comprehensive income on the
statement of equity.




F-9




NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)




1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (Continued):





r.      Segment
Reporting:





Operating
segments are defined as components of an enterprise for which discrete financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.  The Company’s operations are classified into two
reportable business segments:  active electronic components and
passive components.





s.     
Recent Accounting Pronouncements Affecting the Company:





In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, "The
Hierarchy of Generally Accepted Accounting Principles" ("Statement No. 162").
Statement No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in preparation of the financial
statements of non-governmental entities that are presented in conformity with
U.S. GAAP (the GAAP hierarchy).  Statement No. 162 [herein referred to
as FASB ASC] became effective in fiscal 2010.  The adoption of FASB
ASC did not have a material impact on the Company’s consolidated financial
position or results of operations.





In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), "Business Combinations" ("Statement
No. 141(R)"). Statement No. 141(R) changes the requirements for an
acquirer’s recognition and measurement of the assets acquired and the
liabilities assumed in a business combination. It also requires that transaction
costs be expensed as incurred. Statement No. 141(R) is effective for annual
periods beginning after December 15, 2008 and should be applied
prospectively for all business combinations entered into after the date of
adoption. The Company's adoption of Statement No. 141(R) in the first quarter of
fiscal 2010 did not have a material impact on the Company’s consolidated
financial position or results or operations.





2.     ACQUISITIONS:





On June
6, 2007, the Company acquired Dacom, an entity engaged in the electronic
components distribution business in Germany.  The acquisition
furthered the Company’s expansion in Europe.  The operating results of
Dacom are reflected in the accompanying financial statements since the date of
acquisition as part of the Company's active components segment.





The Dacom
acquisition has been accounted for using the purchase method of accounting in
accordance with FASB ASC for "Business Combinations."  The following
table presents the allocations of the aggregate purchase price for the Dacom
acquisition based on the estimated fair values of assets acquired and
liabilities assumed.


F-10


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





2.     ACQUISITIONS
(Continued):





The
purchase price for Dacom as of the acquisition date was $2,857,000, including
transaction costs of $464,000.  The purchase price allocated to
goodwill was $2,287,000.  The goodwill is not tax
deductible.  The Company allocated $170,000 to customer relationships
which will be amortized over 17 years.





The
following table summarizes the estimated fair values of assets acquired and
liabilities assumed at the date of the Dacom acquisition:





Purchase
      price
                      
                      $
                      2,393,000Direct
      acquisition costs
                      
                      
                      464,000Total
      purchase price
                      
                      $
                      2,857,000Allocation
      of purchase price:Cash
                      
                      $
                      264,000Accounts
      receivable
                      
                      
                      307,000Inventory
                      
                      
                      650,000Other
      current assets
                      
                      
                      90,000Fixed
      assets
                      
                      
                      6,000Accounts
      payable/accrued expenses
                      
                      
                      (800,000
                      )Bank
      credit line
                      
                      
                      (38,000
                      )Taxes
      payable
                      
                      
                      (79,000
                      )Customer
      relationships
                      
                      
                      170,000Cost
      in excess of net assets acquired
                      
                      
                      2,287,000Total
      purchase price
                      
                      $
                      2,857,000





On
September 9, 2008, the Company acquired all the outstanding shares of C-88, a
franchised distributor of electronic components based in Hoersholm,
Denmark.  This acquisition further expanded the Company’s presence in
Europe.  The operating results of C-88 are reflected in the
accompanying financial statements since the date of acquisition as part of the
Company's active components segment.





The C-88
acquisition was accounted for using the purchase method of accounting in
accordance with FASB ASC for "Business Combinations."  Pursuant to the
terms of the purchase agreement, the Company paid $4,042,000 in cash as of the
acquisition date, including transaction costs of $542,000.  The
purchase price was first allocated to tangible and identifiable intangible
assets.  The excess purchase price was allocated to goodwill which
amounted to $2,373,000 and is attributed to the active electronic components
segment.  The goodwill is not tax deductible.  The Company
allocated $1,600,000 to customer relationships and $20,000 for non-compete
agreements which will be amortized over 10 years and 2 years,
respectively.  The purchase agreement also provided for potential
additional payments to the seller.   At February 28, 2010, a
minimum payment of $100,000 to a maximum potential payment of $3,100,000 may
still be made in accordance with the purchase agreement.  At February
28, 2010, no additional amount above the $100,000 minimum has been recorded as
C-88 is currently not projected to attain the earnings milestones established in
the purchase agreement.


F-11


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





2.     ACQUISITIONS
(Continued):





The
following table presents the allocations of the aggregate purchase price for the
C-88 acquisition based on the estimated fair values of assets acquired and
liabilities assumed.





Purchase
      price
                      
                      $
                      3,500,000Direct
      acquisition costs
                      
                      
                      542,000Total
      purchase price
                      
                      $
                      4,042,000Allocation
      of purchase price:Cash
                      
                      
                      77,000Accounts
      receivable
                      
                      
                      3,396,000Inventory
                      
                      
                      786,000Other
      current assets
                      
                      
                      105,000Fixed
      assets
                      
                      
                      22,000Other
      assets
                      
                      
                      6,000Accounts
      payable/accrued expenses
                      
                      
                      (3,030,000
                      )Bank
      credit line
                      
                      
                      (900,000
                      )Taxes
      payable
                      
                      
                      (413,000
                      )Customer
      relationships
                      
                      
                      1,600,000Non
      compete agreement
                      
                      
                      20,000Cost
      in excess of net assets acquired
                      
                      
                      2,373,000Total
      purchase price, net of cash acquired
                      
                      $
                      4,042,000





The
changes in the carrying amount of goodwill for the years ended February 28, 2010
and 2009 are as follows:





Fiscal 2010
                                
                                
                                Fiscal 2009Balance
      beginning of fiscal year
                                
                                $
                                5,020,000
                                
                                
                                $
                                9,925,000Acquisition
      of C-88
                                
                                
                                -
                                
                                
                                
                                2,373,000Goodwill
      impairment charge
                                
                                
                                (2,615,000
                                )
                                
                                
                                (7,443,000
                                )Other
      adjustments to fair value of net assets acquired
                                
                                
                                (97,000
                                )
                                
                                
                                165,000Balance
      at end of fiscal year
                                
                                $
                                2,308,000
                                
                                
                                $
                                5,020,000





The
following table summarizes the customer relationships and non-compete agreements
as of February 28, 2010 and 2009 from the acquisitions outlined
above:





Fiscal 2010
                      
                      
                      Fiscal 2009Customer
      relationships
                      
                      $
                      4,208,000
                      
                      
                      $
                      4,208,000Non
      compete agreements
                      
                      
                      20,000
                      
                      
                      
                      20,000Accumulated
      amortization
                      
                      
                      (824,000
                      )
                      
                      
                      (486,000
                      )Net
                      
                      $
                      3,404,000
                      
                      
                      $
                      3,742,000





Amortization
expense for fiscal 2010 and 2009 was $338,000 and $378,000, respectively, and
will be $333,000 for fiscal 2011, and $328,000 for each of fiscal 2012 through
2015.


F-12


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





2.     ACQUISITIONS
(Continued):





The
following unaudited pro forma information of the Company is provided to give
effect to the Dacom and C-88 acquisitions assuming they occurred as of March 1,
2007, the beginning of the earliest period presented:





Years EndedFebruary 28, 2009
                  
                  
                  February 29, 2008Net
      sales
                  
                  $
                  760,397,000
                  
                  
                  $
                  765,752,000Net
      (loss) income
                  
                  
                  (9,082,000
                  )
                  
                  
                  2,570,000Net
      (loss) income per share:Basic
                  
                  $
                  (.50
                  )
                  
                  $
                  .14Diluted
                  
                  $
                  (.50
                  )
                  
                  $
                  .14





The
proforma amounts above reflect interest on the purchase price assuming each
acquisition occurred as of March 1, 2007, with interest calculated at the
Company's borrowing rate under its domestic credit facility (see Note 6) for the
respective period. The proforma net earnings above assume an incremental income
tax provision at the Company's statutory consolidated tax rate for the
respective fiscal period.  The information presented above is for
illustrative purposes only and is not indicative of results that would have been
achieved if the acquisition had occurred as of the beginning of the Company's
2008 fiscal year or of future operating performance.





3.     PROPERTY,
PLANT AND EQUIPMENT:





Property,
plant and equipment, which is recorded at cost, consists of the
following:





February 28, 2010
                    
                    
                    February 28, 2009Furniture,
      fixtures and equipment
                    
                    $
                    11,093,000
                    
                    
                    $
                    10,829,000Computer
      equipment
                    
                    
                    9,744,000
                    
                    
                    
                    9,478,000Leasehold
      improvements
                    
                    
                    1,517,000
                    
                    
                    
                    1,106,00022,354,000
                    
                    
                    
                    21,413,000Less:  accumulated
      depreciation and amortization
                    
                    
                    17,429,000
                    
                    
                    
                    16,586,000$
                    4,925,000
                    
                    
                    $
                    4,827,000





Depreciation
expense for the 2010, 2009 and 2008 fiscal years aggregated $1,413,000,
$1,860,000 and $1,660,000, respectively.


F-13


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





4.     ACCRUED
EXPENSES:





Accrued
expenses consist of the following:





February 28, 2010
                  
                  
                  February 28, 2009Commissions
                  
                  $
                  2,089,000
                  
                  
                  $
                  1,706,000Goods
      and services tax
                  
                  
                  752,000
                  
                  
                  
                  1,606,000Compensation
      and related benefits
                  
                  
                  969,000
                  
                  
                  
                  1,350,000Sales
      returns
                  
                  
                  739,000
                  
                  
                  
                  758,000Professional
      fees
                  
                  
                  332,000
                  
                  
                  
                  461,000Deferred
      rent
                  
                  
                  464,000
                  
                  
                  
                  343,000Other
                  
                  
                  2,351,000
                  
                  
                  
                  2,274,000Total
                  
                  $
                  7,696,000
                  
                  
                  $
                  8,498,000





5.     BANK
DEBT:





Bank
Debt: Revolving Credit Lines


The
Company has a secured revolving line of credit agreement with eight banks, which
currently provides for maximum borrowings of $120,000,000 (the "Revolving Credit
Line").  The Revolving Credit Line provides for borrowings utilizing
an asset-based formula predicated on a certain percentage of outstanding
domestic accounts receivable and inventory levels at any given
month-end.  Based on the asset-based formula, the Company may not be
able to borrow the maximum amount available under its Revolving Credit Line at
all times.  Borrowings under the Revolving Credit Line incurred
interest at either (i) the lead bank’s prime rate plus 1.7% or (ii) LIBOR plus
3.5%, at the option of the Company, through September 30, 2011, the due date of
the loan.  The interest rate at February 28, 2010 was5.0%.  Direct
borrowings under the Revolving Credit Line were $35,000,000 at February 28,
2010, and $14,950,000 at February 28, 2009.





Bank
Debt: Bank Credit Lines


The
Company also has a receivable financing agreement with a bank in England (the
"U.K. Credit Line") which provides for maximum borrowings of £4,000,000
(approximately $5,949,000) at February 28, 2010, which bear interest at the
bank's base rate plus 1.55%.  The interest rate at February 28, 2010
was 2.28% and at February 28, 2009 was 4.55%.  The Company owed
$3,071,000 and $1,944,000 at February 28, 2010 and February 28, 2009,
respectively.  The U.K. Credit Line renews annually in
July.





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 $1,807,000) as of February 28, 2010, at the current prevailing
interest rate (5.875% at February 28, 2010).  Borrowings under the
Danish Credit Line were 6,146,000 Danish Kroner ($1,121,000) at February 28,
2010.





At
February 28, 2010, the Company had unused availability aggregating approximately
$38,647,000 under all of its bank credit facilities.






F-14


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)


6.  
  STOCK-BASED COMPENSATION PLANS:





a.       
Stock Options:





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





A summary
of options granted and related information for the years ended February 28,
2010, February 28, 2009, and February 29, 2008 is as follows:





Options
                    
                    
                    Weighted Average
                      Exercise PriceOutstanding
      February 28, 2007
                    
                    
                    2,126,818
                    
                    
                    $
                    6.85Granted
                    
                    
                    60,000
                    
                    
                    
                    8.91Exercised
                    
                    
                    (27,000
                    )
                    
                    
                    7.81Cancelled
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      February 29, 2008
                    
                    
                    2,159,818
                    
                    
                    
                    6.90Granted
                    
                    
                    120,000
                    
                    
                    
                    3.77Exercised
                    
                    
                    (91,582
                    )
                    
                    
                    3.88Cancelled
                    
                    
                    (11,513
                    )
                    
                    
                    7.43Outstanding
      February 28, 2009
                    
                    
                    2,176,723
                    
                    
                    $
                    6.85Granted
                    
                    
                    435,000
                    
                    
                    
                    3.84Exercised
                    
                    
                    -
                    
                    
                    
                    -Cancelled
                    
                    
                    (1,438,473
                    )
                    
                    
                    5.48Outstanding
      February 28, 2010
                    
                    
                    1,173,250
                    
                    
                    $
                    7.42Aggregate
      intrinsic value of outstanding optionsat
      February 28, 2010
                    
                    $
                    155,600Options
      exercisable at the end of each fiscal year:February
      29, 2008
                    
                    
                    2,099,818
                    
                    
                    $
                    6.81February
      28, 2009
                    
                    
                    2,056,723
                    
                    
                    $
                    6.99February
      28, 2010
                    
                    
                    1,058,250
                    
                    
                    $
                    7.84


F-15


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
 (CONTINUED)


6.  
  STOCK-BASED COMPENSATION PLANS (Continued):





a.       
Stock Options (continued):





The
following table summarizes information about stock options outstanding as of
February 28, 2010:





Outstanding
                  
                  
                  ExercisableRange of exercise
                      prices
                  
                  Number of shares
                  
                  Weighted average
                      remaining
                      contractual life
                  
                  Weighted average
                      exercise price
                  
                  
                  Number
                      exercisable
                  
                  
                  Weighted average
                      exercise price$1.52
      to $6.44
                  
                  
                  759,500
                  
                  4.37
      years
                  
                  $
                  5.54
                  
                  
                  
                  644,500
                  
                  
                  $
                  5.91$7.31
      to $14.62
                  
                  
                  403,250
                  
                  4.06
      years
                  
                  $
                  10.66
                  
                  
                  
                  403,250
                  
                  
                  $
                  10.66$18.33
                  
                  
                  10,500
                  
                  0.53
      years
                  
                  $
                  18.33
                  
                  
                  
                  10,500
                  
                  
                  $
                  18.331,173,250
                  
                  
                  
                  
                  
                  
                  
                  
                  1,058,250





The
aggregate intrinsic value above of $155,600 represents the total pre-tax
intrinsic value (the difference between the Company’s closing stock price on the
last trading day of  fiscal 2010 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 February 28,
2010.  This amount changes based on the fair market value of the
Company’s common stock.





Cash
received from option exercises during the 2010, 2009 and 2008 fiscal years was
$0, $355,000 and $210,000, respectively and is included within the financing
activities section in the accompanying consolidated statements of cash
flows.





The
Company records compensation expense for stock options measured at fair value,
on the date of grant, using an option-pricing model.  The fair value
of the Company's stock options is determined using the Black-Scholes valuation
model.





The fair
value of each option was estimated on the date of grant using the Black-Scholes
method with the following weighted average assumptions.





2010
                  
                  
                  2009
                  
                  
                  2008Option
      Plans:Dividends
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Expected
      term *
                  
                  9
      years
                  
                  
                  5 –
      7 years
                  
                  
                  2 –
      7 yearsRisk
      free interest rate **
                  
                  
                  3.7
                  %
                  
                  3.28%
      to 3.75%
                  
                  
                  
                  4.0
                  %Volatility
      rate ***
                  
                  
                  63.4
                  %
                  
                  42.5%
      to 60.1%
                  
                  
                  
                  58.4
                  %





*The
expected term represents the weighted average period the option is expected to
be outstanding and based primarily on the historical exercise behavior of
employees.





** The
risk-free rate interest rate is based on the United States Treasury zero-coupon
yield with a maturity that approximates the expected term of the
option.





*** The
volatility rate is measured using historical daily price changes of the
Company’s common stock over the expected term of the option.





The
following table shows the weighted average fair value of options using the fair
value approach:





2010
                
                
                2009
                
                
                2008Weighted
      average fair value of options granted during the year
                
                $
                2.57
                
                
                $
                1.67
                
                
                $
                4.79


F-16


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





6.   
 STOCK-BASED COMPENSATION PLANS (Continued):





b.       
Restricted Common Stock:





Subject
to the terms and conditions of the 2002 Key Employee Stock Incentive Plan, as
amended, the compensation committee may grant shares of restricted common
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), which is a
five or seven year period from the date of grant.  For fiscal years
2010, 2009 and 2008, the Company recorded compensation expense aggregating
$785,000, $818,000 and $722,000, respectively, relating to the vesting of
restricted stock.





Summary
of Non-Vested Shares:





The
following information summarizes the changes in non-vested restricted stock for
the years ended February 28, 2010 and 2009 and February 29, 2008:





Shares
                  
                  
                  Weighted Average
                    Grant Date
                    Fair ValueNon-vested
      shares at March 1, 2007
                  
                  
                  263,000
                  
                  
                  $
                  9.98Granted
                  
                  
                  218,000
                  
                  
                  
                  11.16Vested
                  
                  
                  (23,286
                  )
                  
                  
                  8.45Forfeited
                  
                  
                  (4,430
                  )
                  
                  
                  9.13Non-vested
      shares at March 1, 2008
                  
                  
                  453,284
                  
                  
                  
                  10.63Granted
                  
                  
                  136,500
                  
                  
                  
                  4.80Vested
                  
                  
                  (53,513
                  )
                  
                  
                  10.01Forfeited
                  
                  
                  (26,651
                  )
                  
                  
                  10.03Non-vested
      shares at March 1, 2009
                  
                  
                  509,620
                  
                  
                  
                  9.16Granted
                  
                  
                  41,000
                  
                  
                  
                  4.01Vested
                  
                  
                  (64,964
                  )
                  
                  
                  8.36Forfeited
                  
                  
                  (53,440
                  )
                  
                  
                  9.69Non-vested
      shares at February 28, 2010
                  
                  
                  432,216
                  
                  
                  $
                  8.73





As of February 28, 2010,
there was total unrecognized compensation cost of $2,688,000 related to
non-vested shares and stock options which is expected to be recognized over a
weighted average period of 2.4 years.  We have reserved 1,273,521
shares for issuance for stock options and restricted stock at February 28,
2010.





The
Company recorded, as a component of selling and general and administrative
expenses, a charge of $1,000,000, $1,127,000 and $1,213,000 for the years ended
February 28, 2010, February 29, 2009 and February 29, 2008, respectively,
relating to the expensing of stock options and restricted stock.





7.  
  NONCONTROLLING INTERESTS:





Noncontrolling
interests at February 28, 2010 and February 28, 2009 represent a 15%
noncontrolling interest in NIA and a 20% noncontrolling interest in
NIE.


F-17


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





8. 
   INCOME TAXES:





Components
of income (loss) before income taxes are as follows:





2010
                      
                      
                      2009
                      
                      
                      2008Domestic
                      
                      $
                      (4,524,000
                      )
                      
                      $
                      (8,361,000
                      )
                      
                      $
                      1,129,000Foreign
                      
                      
                      4,207,000
                      
                      
                      
                      (1,440,000
                      )
                      
                      
                      2,468,000$
                      (317,000
                      )
                      
                      $
                      (9,801,000
                      )
                      
                      $
                      3,597,000





The
provision (benefit) for income taxes is comprised of the following:





2010
                    
                    
                    2009
                    
                    
                    2008Current:Federal
      provision (benefit)
                    
                    $
                    (627,000
                    )
                    
                    $
                    (1,940,000
                    )
                    
                    $
                    1,245,000State
      and local provision (benefit)
                    
                    
                    138,000
                    
                    
                    
                    (47,000
                    )
                    
                    
                    306,000Foreign
      provision
                    
                    
                    1,313,000
                    
                    
                    
                    1,590,000
                    
                    
                    
                    1,351,000Deferred:Federal
      provision (benefit)
                    
                    
                    849,000
                    
                    
                    
                    (604,000
                    )
                    
                    
                    (1,520,000
                    )State
      and local provision (benefit)
                    
                    
                    7,000
                    
                    
                    
                    (3,000
                    )
                    
                    
                    (250,000
                    )Foreign
      provision (benefit)
                    
                    
                    11,000
                    
                    
                    
                    167,000
                    
                    
                    
                    (366,000
                    )$
                    1,691,000
                    
                    
                    $
                    (837,000
                    )
                    
                    $
                    766,000





As of
February 28, 2010, the Company had approximately $1,029,000 of federal net
operating loss ("NOL").  The Company has the ability and intends to
carryback the entire NOL to earlier tax years.  Accordingly, the
Company has recorded a current tax benefit.





The
following is a reconciliation of the statutory federal tax rate to the Company’s
effective tax rate:





2010
                    
                    
                    2009
                    
                    
                    2008Statutory
      federal income tax rate
                    
                    
                    35.0
                    %
                    
                    
                    35.0
                    %
                    
                    
                    35.0
                    %Interest
      and penalties
                    
                    
                    -
                    
                    
                    
                    1.3
                    %
                    
                    
                    6.6
                    %State
      taxes, net of federal tax benefit
                    
                    
                    (3.0
                    )%
                    
                    
                    0.7
                    %
                    
                    
                    4.4
                    %International
      tax rate differential
                    
                    
                    419.9
                    %
                    
                    
                    7.0
                    %
                    
                    
                    (41.9
                    )%Goodwill
      impairment charge
                    
                    
                    (289.3
                    )%
                    
                    
                    (26.6
                    )%
                    
                    
                    -Stock
      options benefit
                    
                    
                    (12.8
                    )%
                    
                    
                    -
                    
                    
                    
                    (6.4
                    )%Cash
      surrender value officer’s life insurance
                    
                    
                    (34.0
                    )%
                    
                    
                    6.8
                    %
                    
                    
                    9.5
                    %Valuation
      allowance
                    
                    
                    (665.0
                    )%
                    
                    
                    (8.5
                    )%
                    
                    
                    23.3
                    %Research
      and experimentation credit
                    
                    
                    24.8
                    %
                    
                    
                    -
                    
                    
                    
                    -Other
                    
                    
                    ( 10.0
                    )%
                    
                    
                    (7.2
                    )%
                    
                    
                    (9.2
                    )%Effective
      income tax rate
                    
                    
                    (534.4
                    )%
                    
                    
                    8.5
                    %
                    
                    
                    21.3
                    %


F-18


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





8.  
  INCOME TAXES (Continued):





The
components of the net deferred tax assets and tax liabilities are as
follows:





2010
                  
                  
                  2009Deferred
      tax assets:Accounts
      receivable
                  
                  $
                  884,000
                  
                  
                  $
                  1,042,000Inventory
                  
                  
                  1,079,000
                  
                  
                  
                  902,000Accrued
      expenses
                  
                  
                  1,210,000
                  
                  
                  
                  712,000Stock
      options
                  
                  
                  975,000
                  
                  
                  
                  813,000Foreign
      net operating loss carryforward
                  
                  
                  2,858,000
                  
                  
                  
                  1,880,000State
      net operating loss carryforward
                  
                  
                  166,000
                  
                  
                  
                  115,000Foreign
      tax credits carryover
                  
                  
                  175,000
                  
                  
                  
                  160,000Other
                  
                  
                  282,000
                  
                  
                  
                  386,000Total
      deferred tax assets
                  
                  
                  7,629,000
                  
                  
                  
                  6,010,000Valuation
      allowance
                  
                  
                  (4,139,000
                  )
                  
                  
                  (1,672,000
                  )Net
      deferred tax assets
                  
                  
                  3,490,000
                  
                  
                  
                  4,338,000Deferred
      tax liabilities:Fixed
      assets
                  
                  
                  (1,349,000
                  )
                  
                  
                  (996,000
                  )Intangibles
                  
                  
                  (1,283,000
                  )
                  
                  
                  (1,410,000
                  )Income
      on Domestic International Sales Corp.
                  
                  
                  (424,000
                  )
                  
                  
                  (512,000
                  )Total
      deferred tax liabilities
                  
                  
                  (3,056,000
                  )
                  
                  
                  (2,918,000
                  )Net
      deferred tax asset
                  
                  $
                  434,000
                  
                  
                  $
                  1,420,000





The
Company has not provided for federal or state and local income taxes applicable
to the undistributed earnings of its foreign subsidiaries of approximately
$18,891,000 as of February 28, 2010, as these earnings are considered
permanently reinvested. Upon distribution in the form of dividends or otherwise,
the Company would be subject to U.S. income taxes (less applicable foreign tax
credits) and withholding taxes payable to the various foreign
countries.





As of
February 28, 2010, the Company had various state NOLs of approximately
$3,717,000 which will begin to expire in the years ending in 2014 through
2030.





As of
February 28, 2010, the Company had approximately $7,726,000 of foreign NOLs. A
portion of these NOLs begins to expire in 2013 through 2030, while certain
foreign NOLs have an indefinite life.





The
Company had approximately $175,000 of foreign tax credit carryovers of which
$100,000 will expire in 2018 and $75,000 will expire in 2019. The Company has
approximately $79,000 of Research and Experimentation credits, which will expire
in 2038.





The
Company has recorded net deferred tax assets of $434,000 and $1,420,000 for
years ending February 28, 2010 and February 28, 2009,
respectively.  Included in the net deferred tax assets, is a valuation
allowance of $4,139,000 and $1,672,000 for years ended February 28, 2010 and
February 28, 2009 to reduce its deferred tax assets to the amount that is more
likely than not to be realized, respectively.  In assessing the need
for the valuation allowance, the Company considered, among other things, its
projections of future taxable income and ongoing prudent and feasible tax
planning strategies.





The
Company is routinely audited by federal, state and foreign tax authorities with
respect to its income taxes. The Company regularly reviews and evaluates the
likelihood of audit assessments and believes there are no uncertain tax
positions to be recorded. The Company is currently under audit by the Internal
Revenue Service for the years ended February 28, 2007 and 2006 and by North
Carolina for years ended February 2007 and 2008. To the extent that the Company
would be required to pay additional taxes on an assessment, the Company's
effective tax rate could be materially impacted.


F-19


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





8.
            INCOME
      TAXES (Continued):





As of
February 28, 2010, the Company has no unrecognized tax benefits. The Company
recognizes interest accrued related to unrecognized tax benefits in interest
expense and penalties as a tax expense. During fiscal 2010, the Company did not
incur expense related to penalties. As of February 28, 2010, the Company has
accrued approximately $196,000 for the payment of interest and penalties.





9.
            EMPLOYEE
      BENEFIT PLANS:





On
January 13, 1987, the Company’s Board of Directors approved the adoption of an
employee stock ownership plan (ESOP).  The ESOP covers all eligible
employees and contributions are determined by the Board of
Directors.  The ESOP purchases shares of the Company’s common stock
using loan proceeds.  As the loan is repaid, a pro rata amount of
common stock is released for allocation to eligible employees.  The
Company makes cash contributions to the ESOP to meet its
obligations.  No contributions have been made to the ESOP for the
three years ended February 28, 2010.  At February 28, 2010, the ESOP
owned 314,729 shares of the Company’s common stock at an average price of
approximately $3.45 per share.  In April, 2008, the Board of Directors
approved a resolution to file an application with the Internal Revenue Service
("IRS") to terminate this ESOP.  IRS approval to terminate the ESOP is
still pending.





In
January 1991, the Company established a 401(k) profit sharing plan to cover all
eligible employees.  The Company’s contributions to the plan are
discretionary, but may not exceed 1% of compensation.  The Company
determined to make no matching contributions to the 401 (k) plan for fiscal
2010.  Company contributions to the plan for the three years ended
February 28, 2010 and 2009, and February 29, 2008 were $0, $226,000, and
$279,000, respectively.





10.
            COMMITMENTS
      AND CONTINGENCIES:





Employment Contracts:





On
September 13, 1996, the Company signed employment contracts (the "Contracts"),
as amended, with two of its senior executives for a continually renewing
five-year term.  The Contracts specified a base salary of $226,545 for
each officer, which shall be increased each year by the change in the consumer
price index, and also entitle those officers to an annual bonus equal to 3.33%
(6.7% in the aggregate) of the Company’s consolidated earnings before income
taxes. On the termination of his Contract, each executive is entitled to certain
payments, as follows:





·
            Due
      to death or Disability (as defined in the Contracts), salary at the rate
      of 50% and benefits for a five (5) year
period.


·
            For
      Cause (as defined in the Contracts), solely base salary through the date
      of termination.


·
            Termination
      other than for death, disability or cause, shall be deemed to be a
      "Retirement" under the Retirement Plan discussed
  below.


·
            Following
      a Change in Control (as defined in the Contracts),  a
      lump  sum  equal  to  three  times  the  average  total
      compensation paid to the applicable  employee with respect to
      the five fiscal years of the Company prior to the Change of
      Control,  minus $100.


·
            A
      consulting agreement pursuant to which each executive will receive
      consulting payments in an amount equal to the cost of medical benefits,
      plus reimbursement for the income taxes payable in respect of a portion of
      such benefits, for the executive and his spouse for a five-year
      period.


F-20


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





10.   COMMITMENTS
AND CONTINGENCIES (Continued):





Executive
Retirement Plan:





On
December 1, 2004, the Board of Directors approved the adoption of the Nu
Horizons Executive Retirement Plan (the "Retirement Plan"). Pursuant to the
terms of the Retirement Plan, the Company will provide an unfunded retirement
benefit to certain executive employees of the Company and its subsidiaries upon
such executive's retirement (as defined in the Retirement Plan).  At
the time the Board of Directors approved the Retirement Plan, they determined
that the participation of Mr. Nadata, Executive Chairman of the Board and
Interim Chief Executive Officer, and Mr. Schuster, Senior Executive Vice
President and Interim President, each a Founder (as defined in the Retirement
Plan), would be contingent upon the execution and delivery by each of them of an
amendment to his respective Contract, which amendment would provide that a
termination of employment other than for death, disability or cause would be
a  "Retirement"  under  the  Retirement  Plan.  As
a result, the "Effective Date" of the Retirement Plan is March 28, 2005, the
date of such execution and delivery.  Upon his Retirement, each
executive will be entitled to receive an annual benefit in an amount determined
by the number of years of service the executive has provided to the Company,
ranging from a minimum of $310,000 for 20 years of service to a maximum of
$393,000 for 25 years of service.  Each executive has attained 25
years of service.  The Company has accrued $3,094,000 and $2,400,000
at February 28, 2010 and 2009, respectively.





Leases:





On July
7, 2008, the Company entered into an amendment of its existing lease agreement
for its facility in Melville, Long Island, New York.  The facility is
approximately 44,000 square feet and will serve as the Company’s executive and
corporate offices, including its NIC subsidiary.  The lease term was
extended to February 28, 2019 at an annual base rent of $840,579 for the period
from January 1, 2009 through December 31, 2009, with 3.5% annual escalations
thereafter.





On May
12, 2008, the Company entered into an amendment of its existing lease agreement
for its existing warehouse facility in Southaven, Mississippi.  The
premises consist of approximately 96,600 square feet.  The amended
lease term was extended to November 30, 2018 at an annual base rent of $411,465
for the period from December 1, 2008 through November 30, 2013 and $444,305 for
the period from December 1, 2013 through November 30, 2018.





The
Company also leases certain other sales offices, warehouses and other
properties, which leases include various escalation clauses, renewal options,
and other provisions.  Aggregate minimum rental commitments under
non-cancelable operating leases are as follows:





Fiscal
      2011
                  
                  $
                  3,681,000Fiscal
      2012
                  
                  
                  3,167,000Fiscal
      2013
                  
                  
                  2,160,000Fiscal
      2014
                  
                  
                  1,842,000Fiscal
      2015
                  
                  
                  1,654,000Thereafter
                  
                  
                  6,446,000





Rent and
real estate tax expense was $4,514,000, $4,476,000, and $4,473,000, for the
years ended February 28, 2010, February 28, 2009, and February 29, 2008,
respectively.


F-21


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





10.   COMMITMENTS
AND CONTINGENCIES (Continued):





Litigation
and Legal Proceedings:





At times
the Company is involved in various lawsuits incidental to its business. At
February 28, 2010, management does not believe any litigation matter is material
to its financial statements.





In April
2007, the Company received subpoenas in connection with the SEC’s investigation
entitled “In the Matter of Vitesse Semiconductor Corp.”  The Company
is continuing to fully cooperate with the investigation by the SEC. The Company
conducted its own related internal investigation under the direction of the
Audit Committee (the internal investigation, together with the SEC
investigation, the "Vitesse Matter").  On April 9, 2009, the Audit
Committee announced the completion of its internal investigation, which
concluded that there is not presently sufficient evidence that the Company or
its officers or employees aided and abetted in any alleged violations of the
securities laws by Vitesse, that the Company appropriately adjusted its
inventory for Vitesse product purchases, returns and sales and that there was
evidence of internal control, inventory management and record keeping
deficiencies.  Management, in consultation with the Audit Committee,
has addressed these deficiencies and has considered them as part of its
assessment of the effectiveness of its system of internal control over financial
reporting.  Management is presently unable to predict the outcome or
the duration of the SEC investigation and related cost to be incurred by the
Company. In
addition, although the internal investigation is completed, if any new or
additional evidence becomes available, the Audit Committee will consider such
additional evidence to determine whether any further investigation or action is
warranted.





On
or about October 4, 2007, a Consolidated Amended Class Action Complaint for
Securities Fraud ("Amended Complaint") was filed in the United States District
Court for the District of California in the matter entitled Louis Grasso,
individually and on behalf of all others similarly situated, Plaintiff, v.
Vitesse Semiconductor Corporation, Louis Tomasetta, Yatin Mody, Eugene F.
Hovanec, Silicon Valley Bank, Nu Horizons Electronics Corp, Titan Supply Chain
Services, Corp. (Formerly Known as Titan Logistics Corp.), and KPMG LLP,
Defendants.  Pursuant to the Amended Complaint, Nu Horizons, Titan,
Silicon Valley Bank, and KPMG LLP were added as defendants to the putative class
action, which had been commenced by certain purchasers of Vitesse common
stock.  In the Amended Complaint, plaintiff alleged that Nu Horizons
and Titan violated Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder and sought rescission or unspecified damages on
behalf of a purported class which purchased Vitesse common stock during the
period from January 27, 2003 to and including April 27, 2006. The complaint was
dismissed with prejudice with respect to Nu Horizons on January 28,
2008.  On November 17, 2008, the court approved a final class action
settlement.  It is our understanding that the time for any appeals has
expired.





11.   MAJOR
SUPPLIERS/CUSTOMERS:





Suppliers:





For the
years ended February 28, 2010 and 2009 and February 29, 2008, the Company had
purchases of inventory from one supplier that were in excess of 10% of the
Company’s total purchases.  Purchases from this supplier were
approximately $230,309,000, $189,998,000 and $193,584,000 for fiscal years 2010,
2009 and 2008.  36% of total accounts payable as of February 28, 2010
related to this supplier.  The Company's distribution agreement with
this supplier will be terminated effective June 5, 2010.





Customers:





For the
years ended February 28, 2010, February 28, 2009, and February 29, 2008, no one
customer accounted for more than 10% of the Company's total
sales.


F-22


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





12.   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 under FASB
ASC ("Disclosure About Segments of an Enterprise and Related Information")
consisting of active electronic components and passive components.





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





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





Sales and
operating income (loss), by segment for the fiscal years are as
follows:





2010
                  
                  
                  2009
                  
                  
                  2008Sales:Active
      electronic components
                  
                  $
                  624,978,000
                  
                  
                  $
                  697,270,000
                  
                  
                  $
                  688,131,000Passive
      components
                  
                  
                  45,749,000
                  
                  
                  
                  53,684,000
                  
                  
                  
                  59,039,000$
                  670,727,000
                  
                  
                  $
                  750,954,000
                  
                  
                  $
                  747,170,000





2010
                    
                    
                    2009
                    
                    
                    2008Operating
      income (loss):Active
      electronic components
                    
                    $
                    5,054,000
                    
                    
                    $
                    7,004,000
                    
                    
                    $
                    12,235,000Passive
      components
                    
                    
                    1,566,000
                    
                    
                    
                    (292,000
                    )
                    
                    
                    445,000Corporate
                    
                    
                    (5,227,000
                    )
                    
                    
                    (13,472,000
                    )
                    
                    
                    (4,754,000
                    )$
                    1,393,000
                    
                    
                    $
                    (6,760,000
                    )
                    
                    $
                    7,926,000





Total
assets by segment for the end of the fiscal years are as follows:





2010
                    
                    
                    2009Total
      assets:Active
      electronic components
                    
                    $
                    231,408,000
                    
                    
                    $
                    208,057,000Passive
      components
                    
                    
                    44,736,000
                    
                    
                    
                    43,298,000$
                    276,144,000
                    
                    
                    $
                    251,355,000


F-23


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





12.   BUSINESS
SEGMENT AND GEOGRAPHIC INFORMATION (Continued):





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





Revenues,
by geographic area, for the fiscal years are as follows:





2010
                  
                  
                  2009
                  
                  
                  2008North
      America
                  
                  $
                  384,122,000
                  
                  
                  $
                  479,125,000
                  
                  
                  $
                  512,749,000Europe
                  
                  
                  70,119,000
                  
                  
                  
                  67,468,000
                  
                  
                  
                  61,489,000Asia
                  
                  
                  216,486,000
                  
                  
                  
                  204,361,000
                  
                  
                  
                  172,932,000$
                  670,727,000
                  
                  
                  $
                  750,954,000
                  
                  
                  $
                  747,170,000





Total
assets, by geographic area, at the end of the fiscal years are as
follows:





2010
                    
                    
                    2009North
      America
                    
                    $
                    174,516,000
                    
                    
                    $
                    157,648,000Europe
                    
                    
                    16,235,000
                    
                    
                    
                    18,092,000Asia
                    
                    
                    85,393,000
                    
                    
                    
                    75,615,000$
                    276,144,000
                    
                    
                    $
                    251,355,000





The net
book value of long-lived assets by geographic area, as at the end of the fiscal
years are as follows:





2010
                      
                      
                      2009North
      America
                      
                      $
                      4,378,000
                      
                      
                      $
                      4,176,000Europe
                      
                      
                      269,000
                      
                      
                      
                      309,000Asia
                      
                      
                      277,000
                      
                      
                      
                      342,000$
                      4,924,000
                      
                      
                      $
                      4,827,000


F-24


NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


(CONTINUED)





13.   SELECTED
QUARTERLY FINANCIAL DATA (Unaudited):





Three Month Period EndedFebruary 28,
                    2010
                  
                  
                  November 30,
                    2009
                  
                  
                  August 31,
                    2009
                  
                  
                  May 31,
                    2009Net
      sales
                  
                  $
                  186,923,000
                  
                  
                  $
                  179,445,000
                  
                  
                  $
                  156,600,000
                  
                  
                  $
                  147,759,000Gross
      profit
                  
                  
                  26,010,000
                  
                  
                  
                  25,176,000
                  
                  
                  
                  22,476,000
                  
                  
                  
                  21,038,000Selling,
      general and administrative
                  
                  
                  23,326,000
                  
                  
                  
                  22,820,000
                  
                  
                  
                  22,853,000
                  
                  
                  
                  21,693,000Goodwill
      impairment charge
                  
                  
                  2,615,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      income (loss)
                  
                  
                  69,000
                  
                  
                  
                  2,356,000
                  
                  
                  
                  (377,000
                  )
                  
                  
                  (655,000
                  )Interest
      expense, net
                  
                  
                  577,000
                  
                  
                  
                  451,000
                  
                  
                  
                  263,000
                  
                  
                  
                  419,000Provision
      (benefit) for income taxes
                  
                  
                  1,930,000
                  
                  
                  
                  1,175,000
                  
                  
                  
                  (1,253,000
                  )
                  
                  
                  (161,000
                  )Minority
      interest
                  
                  
                  108,000
                  
                  
                  
                  80,000
                  
                  
                  
                  70,000
                  
                  
                  
                  31,000Net
      Income (loss)
                  
                  $
                  (2,546,000
                  )
                  
                  $
                  650,000
                  
                  
                  $
                  543,000
                  
                  
                  $
                  (944,000
                  )Net
      Income (loss) per Share Attributable to Nu HorizonsBasic
                  
                  $
                  (.14
                  )
                  
                  $
                  .04
                  
                  
                  $
                  .03
                  
                  
                  $
                  (.05
                  )Diluted
                  
                  $
                  (.14
                  )
                  
                  $
                  .04
                  
                  
                  $
                  .03
                  
                  
                  $
                  (.05
                  )Weighted
      Average per Common Shares OutstandingBasic
                  
                  
                  18,117,089
                  
                  
                  
                  18,115,544
                  
                  
                  
                  18,103,244
                  
                  
                  
                  18,088,010Diluted
                  
                  
                  18,117,089
                  
                  
                  
                  18,189,426
                  
                  
                  
                  18,156,640
                  
                  
                  
                  18,088,010





Three Month Period EndedFebruary 28,
                  2009
                
                
                November 30,
                  2008
                
                
                August 31,
                  2008
                
                
                May 31,
                  2008Net
      sales
                
                $
                150,770,000
                
                
                $
                188,219,000
                
                
                $
                211,813,000
                
                
                $
                200,152,000Gross
      profit
                
                
                23,413,000
                
                
                
                28,510,000
                
                
                
                30,844,000
                
                
                
                30,926,000Selling,
      general and administrative
                
                
                26,933,000
                
                
                
                28,653,000
                
                
                
                29,277,000
                
                
                
                28,147,000Goodwill
      impairment charge
                
                
                7,443,000
                
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      income (loss)
                
                
                (10,963,000
                )
                
                
                (143,000
                )
                
                
                1,567,000
                
                
                
                2,779,000Interest
      expense, net
                
                
                489,000
                
                
                
                740,000
                
                
                
                880,000
                
                
                
                932,000Provision
      (benefit) for income taxes
                
                
                (686,000
                )
                
                
                (1,127,000
                )
                
                
                403,000
                
                
                
                573,000Noncontrolling
      interest
                
                
                (34,000
                )
                
                
                94,000
                
                
                
                92,000
                
                
                
                119,000Net  Income
      (loss)
                
                $
                (10,732,000
                )
                
                $
                150,000
                
                
                $
                192,000
                
                
                $
                1,155,000Net
      Income (loss) per Share Attributable to Nu HorizonsBasic
                
                $
                (.59
                )
                
                $
                .01
                
                
                $
                .01
                
                
                $
                .06Diluted
                
                $
                (.59
                )
                
                $
                .01
                
                
                $
                .01
                
                
                $
                .06Weighted
      Average per Common Shares OutstandingBasic
                
                
                18,069,326
                
                
                
                18,067,795
                
                
                
                18,066,923
                
                
                
                17,971,317Diluted
                
                
                18,069,326
                
                
                
                18,067,795
                
                
                
                18,206,320
                
                
                
                18,211,529


F-25


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





The Board
of Directors and Shareholders


Nu
Horizons Electronics Corp.





We have
audited the accompanying consolidated balance sheets of Nu Horizons Electronics
Corp. (the "company") as of February 28, 2010 and 2009, and the related
consolidated statements of operations, equity, and cash flows for the years
ended February 28, 2010, February 28, 2009 and February 29, 2008.  Our
audits also included the financial statement schedule listed in the Index at
Item 15(a). These financial statements and schedule are the responsibility
of the company’s management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Nu Horizons
Electronics Corp. at February 28, 2010 and 2009, and the consolidated results of
its operations and its cash flows for the years ended February 28, 2010,
February 28, 2009 and February 29, 2008 in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects the
information set forth therein.





We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Nu Horizons Electronics
Corp.’s internal control over financial reporting as of February 28, 2010,
based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated May 6, 2010 expressed an unqualified opinion thereon.





/s/ ERNST & YOUNG
LLP


Jericho,
New York


May 6,
2010


F-26


ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None





ITEM
      9A.
            CONTROLS
      AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e) and 15d-15(e)) that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit to the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified by the Commission’s rules and forms, and that information is
accumulated and communicated to our management, including our chief executive
officer and our chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.




Based
upon the evaluation that was conducted as of the end of the period covered by
this report, management, including our chief executive officer and our chief
financial officer, has concluded that the Company’s disclosure controls and
procedures were effective as of February 28, 2010.




Management’s
Annual Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting. Our internal control over financial
reporting includes those policies and procedures that:





·
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;


·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of our financial statements in accordance with generally
      accepted accounting principles in the United States, and that our receipts
      and expenditures are being made only in accordance with authorizations of
      our management and directors; and


·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Management
has assessed the effectiveness of our system of internal control over financial
reporting as of February 28, 2010.  In making this assessment,
management used the framework in Internal Control — Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").  Based on our assessment and the
criteria set forth by COSO, management believes that Nu Horizons maintained
effective internal control over financial reporting as of February 28,
2010.  The effectiveness of our internal control over financial
reporting has been audited by Ernst & Young LLP, an independent registered
public accounting firm, as stated in its attestation report which is included
herein.





Inherent
Limitations on Effectiveness of Controls





Our
system of internal control over financial reporting was designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States.


29


ITEM
      9A.
            CONTROLS
      AND PROCEDURES (Continued):





Inherent
Limitations on Effectiveness of Controls (Continued)





All
internal control systems, no matter how well designed and operated, can provide
only reasonable assurance with respect to financial statement preparation and
presentation.  Our management does not expect that our disclosure
controls and procedures will prevent all errors and fraud.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
within the Company have been detected, even with respect to those systems of
internal control that are determined to be effective.  These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple errors or
mistakes.  The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.  Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of these inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.  Our system contains self
monitoring mechanisms, and actions are taken to correct deficiencies as they are
identified.


30


ITEM
      9A.
            CONTROLS
      AND PROCEDURES (Continued):





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The Board
of Directors and Shareholders


Nu
Horizons Electronics Corp.





We have
audited Nu Horizons Electronics Corp.’s (the "company") internal control over
financial reporting as of February 28, 2010, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the "COSO criteria"). The company’s
management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management’s
Annual Report of Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the company’s internal control over financial
reporting based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.





A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the
financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





In our
opinion, Nu Horizons Electronics Corp. maintained, in all material respects,
effective internal control over financial reporting as of February 28,
2010, based on the COSO criteria.  We have also
audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Nu Horizons
Electronics Corp. as of February 28, 2010 and 2009, and the related consolidated
statements of operations, equity, and cash flows for the years ended February
28, 2010, February 28, 2009 and February 29, 2008 and our report dated May 6,
2010 expressed an unqualified opinion thereon.





/s/ ERNST & YOUNG LLP


Jericho,
New York


May 6,
2010


31


ITEM
      9A.
            CONTROLS
      AND PROCEDURES (Continued):





Changes
in Internal Controls


There were no changes made in our
internal controls over financial reporting that occurred during our most
recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.





ITEM
      9B.
            OTHER
      INFORMATION.





None.





PART
III.





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





The
information required in response to this Item is incorporated herein by
reference from the discussion under the headings Election of Directors,Corporate Governance and Security Ownership in our
proxy statement to be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year covered by this Annual Report on Form
10-K.





The Board
of Directors has adopted a Code of Ethics that applies to our Chairman, Chief
Executive Officer and senior financial officers.  You can find a link
to the Code of Ethics in the Investor Relations section of our website at: www.nuhorizons.com.  The
Company intends to satisfy the disclosure requirement under Item 10 of Form 8-K
regarding an amendment to, or a waiver from, a provision of its Code of Ethics
that applies to the registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions and that relates to any element of its Code of
Ethics by posting such information on its website.





ITEM 11.
            EXECUTIVE
      COMPENSATION.





The
information required in response to this Item is incorporated herein by
reference from the discussion under the heading Executive Compensation in our
proxy statement to be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year covered by this Annual Report on Form
10-K.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER
      MATTERS.




The
information required in response to this Item is incorporated herein by
reference from the discussion under the headings Equity Plansand Security Ownership in our proxy statement to be filed with
the Securities and Exchange Commission within 120 days after the end of the
fiscal year covered by this Annual Report on Form 10-K.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





The
information required in response to this Item is incorporated herein by
reference from the discussion under the headings Corporate Governance – Director
Independenceand Corporate Governance –Certain Relationships and Related Person Transactions in our
proxy statement to be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year covered by this Annual Report on Form
10-K.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





The
information required in response to this Item is incorporated herein by
reference from the discussion under the headings Audit and Related Feesin our proxy statement
to be filed with the Securities and Exchange Commission within 120 days after
the end of the fiscal year covered by this Annual Report on Form
10-K.


32


PART
IV.





ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





(a)
      (1)
            The
      following consolidated financial statements of the registrant and its
      subsidiaries are filed as a part of this
report:





PageConsolidated
      Statements of Operations for the years ended February 28, 2010, February
      28, 2009, and February 29, 2008
                    
                    F-1Consolidated
      Balance Sheets as of February 28, 2010 and February 28,
    2009
                    
                    F-2Consolidated
      Statements of Changes in Equity for the years ended February 28, 2010,
      February 28, 2009, and February 29, 2008
                    
                    F-3Consolidated
      Statements of Cash Flows for the years ended February 28, 2010, February
      28, 2009 and, February 29, 2008
                    
                    F4
      - F-5Notes
      to Consolidated Financial Statements
                    
                    F-6
      – F25Report
      of Independent Registered Public Accounting Firm
                    
                    F-26(a)
      (2) Schedule II – Valuation and Qualifying Accounts and
      Reserves
                    
                    39(a)
      (3) See exhibits required – Item (b) below


33


ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued):





a)
            Exhibits





EXHIBIT
                          NUMBER
                        
                        DESCRIPTION3.1
                        
                        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 (Incorporated by Reference to Form 8-K dated April
      28, 2010).4.1
                        
                        Specimen
      Common Stock Certificate (Incorporated by Reference as Exhibit 4.1 to the
      Company’s Registration Statement on Form S-1, Registration No.
      2-89176).10.1
                        
                        Agreement
      between the Company and Trustees relating to the Company’s Employee Stock
      Ownership Plan (Incorporated by Reference to Exhibit 10.5 to the Company’s
      Annual Report on Form 10-K for the year ended February 28,
      1987).10.2
                        
                        Employment
      and Change of Control Agreements dated September 13, 1996, between Company
      and Arthur Nadata (Incorporated by Reference to Exhibit 10.16 to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended August 31,
      1996).10.3
                        
                        Employment
      and Change of Control Agreements dated September 13, 1996, between Company
      and Richard Schuster (Incorporated by Reference to Exhibit 10.17 to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended August 31,
      1996).10.4
                        
                        Form
      of Indemnity Agreements between the Company and Messrs. Gardner, Nadata,
      Polimeni, Schuster, Siegel, Novick, Freudenberg and Kent (Incorporated by
      Reference to Exhibit 10.1 to Form 10-Q for the quarter ended May 31,
      2008).10.5
                        
                        1998
      Stock Option Plan, as amended (Incorporated by Reference to Exhibit 4 to
      the Company’s Registration Statement on Form S-8,
      No.333-82805).10.6
                        
                        2000
      Stock Option Plan (Incorporated by Reference to Exhibit 4 to the Company’s
      Registration Statement on Form S-8, No.333-51188).10.7
                        
                        2000
      Key Employee Stock Option Plan (Incorporated by reference to Exhibit 4 to
      the Company’s Registration Statement on Form S-8 No.
      333-51192).10.8
                        
                        2000
      Outside Directors’ Stock Option Plan (Incorporated by reference to Exhibit
      4 to the Company’s Registration Statement on Form S-8 No.
      333-51190).10.9
                        
                        Amended
      and Restated Credit Agreement dated as of January 31, 2007 between the
      Company and eight banks (Incorporated by reference to Exhibit 10.1 to Form
      8-K dated January 31, 2007).10.10
                        
                        Consent
      and First Amendment to Amended and Restated Credit Agreement dated as of
      June 6, 2007 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated
      June 12, 2007).10.11
                        
                        Waivers
      to Amended and Restated Credit Agreement dated as of October 25, 2007
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 29,
      2007).


34


ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (Continued):





(b)
            Exhibits
      (continued):





EXHIBIT
                          NUMBER
                        
                        DESCRIPTION10.12
                        
                        Second
      Amendment to Amended and Restated Credit Agreement dated as of January 4,
      2008 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January
      7, 2008).10.13
                        
                        Third
      Amendment to Amended and Restated Credit Agreement dated as of May 30,
      2008 (Incorporated by reference to Exhibit 10.13 to Form 10-K for year
      ended Februay 28, 2009).10.14
                        
                        Consent
      and Fourth Amendment to Amended and Restated Credit Agreement dated as of
      August 29, 2008 (Incorporated by reference to Exhibit 10.1 for Form 10-Q
      for quarter ended August 31, 2008).10.15
                        
                        2002
      Key Employee Stock Incentive Plan, as amended (Incorporated by reference
      to Exhibit 10.15 to Form 10-K for year ended February 28
      2009).10.16
                        
                        2002
      Outside Directors Stock Option Plan (Incorporated by reference to Exhibit
      4.1 to the Company’s Registration Statement on Form S-8 No.
      333-103626).10.17
                        
                        Nu
      Horizons Executive Retirement Plan (Incorporated by reference to Exhibit
      10.1 to Form 8-K dated March 28, 2005).10.18
                        
                        Amendment
      to Employment Agreement between the Company and Arthur Nadata dated as of
      March 28, 2005. (Incorporated by reference to Exhibit 10.2 to Form 8-K
      dated March 28, 2005).10.19
                        
                        Amendment
      to Employment Agreement between the Company and Richard Schuster dated as
      of March 28, 2005. (Incorporated by reference to Exhibit 10.3 to Form 8-K
      dated March 28, 2005).10.20
                        
                        Employment
      Agreement between the Company and Kurt Freudenberg dated as of May 25,
      2006 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated May 24,
      2006).10.21
                        
                        Agreement
      between the Company and Kurt Freudenberg dated January 3, 2008
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 7,
      2008).10.22
                        
                        Share
      Purchase Agreement dated as of August 29, 2006 by and among the Company,
      Nu Horizons Electronics Europe Limited, Anthony Frere, Geoffrey Rose,
      David Zelkha and Others (Incorporated by reference to Exhibit 10.1 to Form
      8-K dated August 29, 2006).10.23
                        
                        Guaranty
      dated as of November 20, 2006 by the Company in favor of The Hong Kong and
      Shanghai Banking Corporation Limited (Incorporated by reference to Exhibit
      10.1 to Form 8-K dated November 20, 2006).10.24
                        
                        Compensation
      of Non-Employee Directors.10.25
                        
                        Share
      Purchase and Transfer Agreement between Nu Horizons Electronics GmbH and
      Inge Merl dated June 6, 2007 (Incorporated by reference to Exhibit 10.1 to
      Form 8-K dated June 12,
2007).


35


ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (Continued):





(b)
            Exhibits
      (continued):





EXHIBIT
                          NUMBER
                        
                        DESCRIPTION10.26
                        
                        Share
      Purchase Agreement between C-88 Holding ApS and Company dated as of
      September 9, 2008 (Incorporated by reference to Exhibit 10.2 to Form 10-Q
      for the quarter ended August 31, 2008).10.27
                        
                        Separation
      Agreement between C. David Bowers and the Company dated as of December 5,
      2008 (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the
      quarter ended August 31, 2008).10.28
                        
                        Option
      Surrender Agreement between Arthur Nadata and the Company dated April 6,
      2009 (Incorporated
      by reference to Exhibit 10.30 to Form 10-K for year ended February 28,
      2009).10.29
                        
                        Option
      Surrender Agreement between Richard Schuster and the Company dated April
      6, 2009 (Incorporated
      by reference to Exhibit 10.31 to Form 10-K for year ended February 28,
      2009).10.30
                        
                        Agreement
      of Lease between Reckson Operating Partnership, L.P., and the Company,
      dated as of July 11, 1996 (Incorporated
      by reference to Exhibit 10.32 to Form 10-K for year ended February 28,
      2009).10.31
                        
                        First
      Amendment of Lease by and between Rechler Equity B-1 LLC and the Company,
      dated as of July 7, 2008 (Incorporated
      by reference to Exhibit 10.33 to Form 10-K for year ended February 28,
      2009).10.32
                        
                        Industrial
      Lease Agreement by and between Industrial Developments International, Inc.
      and the Company, dated as of August 29, 2006(Incorporated
      by reference to Exhibit 10.34 to Form 10-K for year ended February 28,
      2009).10.33
                        
                        First
      Amendment to Industrial Lease Agreement, dated May 12, 2008 (Incorporated
      by reference to Exhibit 10.35 to Form 10-K for year ended February 28,
      2009).10.34
                        
                        Fifth
      Amendment and Waivers to Credit Agreement dated as of April 27, 2009 (Incorporated
      by reference to Exhibit 10.36 to Form 10-K for year ended February 28,
      2009).10.35
                        
                        Employment
      Agreement between James Estill and the Company dated May 8, 2009
      (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the
      quarter ended May 31, 2009).10.36
                        
                        Second
      Amendment to Employment Agreement between Arthur Nadata and the Company
      dated May 8, 2009 (Incorporated by reference to Exhibit 10.1 to
      Form 10-Q for the quarter ended May 31,
2009).10.37
                        
                        Second
      Amendment to Employment Agreement between Richard Schuster and the Company
      dated May 8, 2009 (Incorporated by reference to Exhibit 10.1 to
      Form 10-Q for the quarter ended May 31,
2009).10.38
                        
                        Separation
      Agreement between James Estill and the Company dated August 3, 2009
      (Incorporated by referenced to Exhibit 10.1 to Form 10-Q for the
      quarter ended August 31, 2009).10.39
                        
                        2002
      Outside Directors’ Stock Option Plan, as amended (Incorporated by
      reference to Exhibit 10.1 to Form 8-K dated August 7,
      2009).10.40
                        
                        Compensation
      of Chief Financial Officer (Incorporated by referenced to
      Exhibit 10.1 to Form 10-Q for the quarter ended
      November 30,
2009).


36


ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES:





(b)
            Exhibits
      (continued):





EXHIBIT
                                  NUMBER
                                
                                DESCRIPTION10.41
                                
                                Transition
      Agreement between Arthur Nadata and the Company dated April 28, 2010
      (Incorporated by reference to Exhibit 10.3 to Form 8-K dated April 28,
      2010).10.42
                                
                                Third
      Amendment to Employment Agreement between Arthur Nadata and the Company
      dated April 28, 2010 (Incorporated by reference to Exhibit 10.4 to Form
      8-K dated April 28, 2010).10.43
                                
                                Third
      Amendment to Employment Agreement between Richard Schuster and the Company
      dated April 28, 2010 (Incorporated by reference to Exhibit 10.6 to Form
      8-K dated April 28, 2010).10.44
                                
                                Employment
      Agreement between Martin Kent and the Company dated April 28, 2010
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated April 28,
      2010).10.45
                                
                                Option
      Agreement between Martin Kent and the Company dated April 29, 2010
      (Incorporated by reference to Exhibit 10.2 to Form 8-K dated April 28,
      2010).10.46
                                
                                Option
      Agreement between Arthur Nadata and the Company dated April 29, 2010
      (Incorporated by reference to Exhibit 10.5 to Form 8-K dated April 28,
      2010).10.47
                                
                                Amendment
      to Nu Horizons Executive Retirement Plan dated April 28, 2010
      (Incorporated by reference to Exhibit 10.7 to Form 8-K dated April 28,
      2010).10.48
                                
                                Waiver
      to Credit Agreement dated as of May 4, 2010.10.49
                                
                                Key
      Employee Change-In-Control Severance Agreement between Stephen A.
      Mussmacher and the Company dated as of April 3, 2008.10.50
                                
                                Key
      Employee Change-In-Control Severance Agreement between Kent
      Smith and the Company dated as of February 12, 2008.21.
                                
                                Nu
      Horizons Electronics Corp. & Subsidiaries Organizational (Legal
      Entity) Structure as of February 28, 2010.23.
                                
                                Consent
      of Independent Registered Public Accounting Firm.31.1
                                
                                Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
                                
                                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
                                
                                Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2
                                
                                Certification
      of the Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.


37


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





NU
      HORIZONS ELECTRONICS CORP.(Registrant)By:
                  /s/ MARTIN KENTMartin
      KentPresident
      and Chief Executive Officer
                    (Principal
      Executive Officer)By:
                  /s/ KURT FREUDENBERGKurt
      FreudenbergExecutive
      Vice President, Treasurer and
                    Chief
      Financial Officer(Principal
      Financial andAccounting
      Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated:





SIGNATURE
                      
                      CAPACITY
                      
                      DATEBy:
                      /s/ ARTHUR NADATA
                      
                      Chairman
      of the Board
                      
                      May
      6, 2010Arthur NadataBy:
                      /s/ MARTIN KENT
                      
                      President,
      Chief Executive Officer
                      
                      May
      6, 2010Martin Kent
                      
                      and
      DirectorBy:
                      /s/ RICHARD SCHUSTER
                      
                      Senior
      Executive Vice President,
                      
                      May
      6, 2010Richard Schuster
                      
                      Chief
      Operating Officer, Secretaryand
      DirectorBy:
                      /s/ KURT FREUDENBERG
                      
                      Executive
      Vice President,
                      
                      May
      6, 2010Kurt Freudenberg
                      
                      Treasurer,
      Chief Financial Officerand
      DirectorBy:
                      /s/ STEVEN J. BILODEAU
                      
                      Director
                      
                      May
      6, 2010Steven J. BilodeauBy:
                      /s/ HERBERT M. GARDNER
                      
                      Director
                      
                      May
      6, 2010Herbert M. GardnerBy:
                      /s/ MARTIN NOVICK
                      
                      Director
                      
                      May
      6, 2010Martin NovickBy:
                      /s/ DOMINIC A. POLIMENI
                      
                      Director
                      
                      May
      6, 2010Dominic A. PolimeniBy:
                      /s/ DAVID SIEGEL
                      
                      Director
                      
                      May
      6, 2010David  Siegel


38


SCHEDULE
II





NU HORIZONS ELECTRONICS
CORP. AND SUBSIDIARIES





SCHEDULE
II—VALUATION AND QUALIFYING


ACCOUNTS
AND RESERVES





Three
Years Ended February 28, 2010





Description
                
                Balance at
                  Beginning
                  of period
                
                
                Additions
                  charged to costs
                  and expenses
                
                
                Write-offs
                
                
                Balance at end
                  of periodValuation
      account deducted in the balance sheet from the asset to which it
      applies.Allowance
      for doubtful accounts - accounts receivable2010
                
                $
                3,438,000
                
                
                $
                388,000
                
                
                $
                166,000
                
                
                $
                3,660,0002009
                
                $
                4,269,000
                
                
                $
                (341,000
                )
                
                $
                490,000
                
                
                $
                3,438,0002008
                
                $
                4,985,000
                
                
                
                -
                
                
                $
                716,000
                
                
                $
                4,269,000





Description
                
                Balance at
                  Beginning
                  of period
                
                
                Additions
                  charged to costs
                  and expenses
                
                
                Write-offs
                
                
                Balance at end
                  of periodValuation
      account deducted in the balance sheet from the asset to which it
      applies.Inventory
      Reserve2010
                
                $
                2,718,000
                
                
                $
                308,000
                
                
                $
                424,000
                
                
                $
                2,602,0002009
                
                $
                3,475,000
                
                
                $
                153,000
                
                
                $
                910,000
                
                
                $
                2,718,0002008
                
                $
                3,690,000
                
                
                $
                510,000
                
                
                $
                725,000
                
                
                $
                3,475,000





Description
                
                Balance at
                  Beginning
                  of period
                
                
                Increase in
                  Allowance
                
                
                Decrease in
                  Allowance
                
                
                Balance at end
                  of periodValuation
      account deducted in the balance sheet from the asset to which it
      applies.Income
      tax valuation allowance2010
                
                $
                1,672,000
                
                
                $
                2,439,000
                
                
                
                -
                
                
                $
                4,111,0002009
                
                $
                839,000
                
                
                $
                833,000
                
                
                
                -
                
                
                $
                1,672,000


39


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549










EXHIBIT
INDEX





to





FORM
10-K





FOR THE
FISCAL YEAR ENDED FEBRUARY 28, 2010





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF THE
SECURITIES EXCHANGE ACT OF 1934











NU
HORIZONS ELECTONICS CORP.





(Exact
Name of Registrant as Specified in Its Charter)





EXHIBIT
                      NUMBER
                    
                    DESCRIPTION3.1
                    
                    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 (Incorporated by Reference to Form 8-K dated April
      28, 2010).4.1
                    
                    Specimen
      Common Stock Certificate (Incorporated by Reference as Exhibit 4.1 to the
      Company’s Registration Statement on Form S-1, Registration No.
      2-89176).10.1
                    
                    Agreement
      between the Company and Trustees relating to the Company’s Employee Stock
      Ownership Plan (Incorporated by Reference to Exhibit 10.5 to the Company’s
      Annual Report on Form 10-K for the year ended February 28,
      1987).10.2
                    
                    Employment
      and Change of Control Agreements dated September 13, 1996, between Company
      and Arthur Nadata (Incorporated by Reference to Exhibit 10.16 to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended August 31,
      1996).10.3
                    
                    Employment
      and Change of Control Agreements dated September 13, 1996, between Company
      and Richard Schuster (Incorporated by Reference to Exhibit 10.17 to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended August 31,
      1996).10.4
                    
                    Form
      of Indemnity Agreements between the Company and Messrs. Gardner, Nadata,
      Polimeni, Schuster, Siegel, Novick, Freudenberg and Kent (Incorporated by
      Reference to Exhibit 10.1 to Form 10-Q for the quarter ended May 31,
      2008).10.5
                    
                    1998
      Stock Option Plan, as amended (Incorporated by Reference to Exhibit 4 to
      the Company’s Registration Statement on Form S-8,
      No.333-82805).


40





EXHIBIT
      INDEX (Continued)EXHIBIT
                    NUMBER
                  
                  DESCRIPTION10.6
                  
                  2000
      Stock Option Plan (Incorporated by Reference to Exhibit 4 to the Company’s
      Registration Statement on Form S-8, No.333-51188).10.7
                  
                  2000
      Key Employee Stock Option Plan (Incorporated by reference to Exhibit 4 to
      the Company’s Registration Statement on Form S-8 No.
      333-51192).10.8
                  
                  2000
      Outside Directors’ Stock Option Plan (Incorporated by reference to Exhibit
      4 to the Company’s Registration Statement on Form S-8 No.
      333-51190).10.9
                  
                  Amended
      and Restated Credit Agreement dated as of January 31, 2007 between the
      Company and eight banks (Incorporated by reference to Exhibit 10.1 to Form
      8-K dated January 31, 2007).10.10
                  
                  Consent
      and First Amendment to Amended and Restated Credit Agreement dated as of
      June 6, 2007 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated
      June 12, 2007).10.11
                  
                  Waivers
      to Amended and Restated Credit Agreement dated as of October 25, 2007
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 29,
      2007).10.12
                  
                  Second
      Amendment to Amended and Restated Credit Agreement dated as of January 4,
      2008 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January
      7, 2008).10.13
                  
                  Third
      Amendment to Amended and Restated Credit Agreement dated as of May 30,
      2008 (Incorporated by reference to Exhibit 10.13 to Form 10-K for year
      ended Februay 28, 2009).10.14
                  
                  Consent
      and Fourth Amendment to Amended and Restated Credit Agreement dated as of
      August 29, 2008 (Incorporated by reference to Exhibit 10.1 for Form 10-Q
      for quarter ended August 31, 2008).10.15
                  
                  2002
      Key Employee Stock Incentive Plan, as amended (Incorporated by reference
      to Exhibit 10.15 to Form 10-K for year ended February 28,
      2009).10.16
                  
                  2002
      Outside Directors Stock Option Plan (Incorporated by reference to Exhibit
      4.1 to the Company’s Registration Statement on Form S-8 No.
      333-103626).10.17
                  
                  Nu
      Horizons Executive Retirement Plan (Incorporated by reference to Exhibit
      10.1 to Form 8-K dated March 28, 2005).10.18
                  
                  Amendment
      to Employment Agreement between the Company and Arthur Nadata dated as of
      March 28, 2005. (Incorporated by reference to Exhibit 10.2 to Form 8-K
      dated March 28, 2005).10.19
                  
                  Amendment
      to Employment Agreement between the Company and Richard Schuster dated as
      of March 28, 2005. (Incorporated by reference to Exhibit 10.3 to Form 8-K
      dated March 28, 2005).10.20
                  
                  Employment
      Agreement between the Company and Kurt Freudenberg dated as of May 25,
      2006 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated May 24,
      2006).10.21
                  
                  Agreement
      between the Company and Kurt Freudenberg dated January 3, 2008
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 7,
      2008).


41





EXHIBIT
      INDEX (Continued)EXHIBIT
                    NUMBER
                  
                  DESCRIPTION10.22
                  
                  Share
      Purchase Agreement dated as of August 29, 2006 by and among the Company,
      Nu Horizons Electronics Europe Limited, Anthony Frere, Geoffrey Rose,
      David Zelkha and Others (Incorporated by reference to Exhibit 10.1 to Form
      8-K dated August 29, 2006).10.23
                  
                  Guaranty
      dated as of November 20, 2006 by the Company in favor of The Hong Kong and
      Shanghai Banking Corporation Limited (Incorporated by reference to Exhibit
      10.1 to Form 8-K dated November 20, 2006).10.24
                  
                  Compensation
      of Non-Employee Directors.10.25
                  
                  Share
      Purchase and Transfer Agreement between Nu Horizons Electronics GmbH and
      Inge Merl dated June 6, 2007 (Incorporated by reference to Exhibit 10.1 to
      Form 8-K dated June 12, 2007).10.26
                  
                  Share
      Purchase Agreement between C-88 Holding ApS and Company dated as of
      September 9, 2008 (Incorporated by reference to Exhibit 10.2 to Form 10-Q
      for the quarter ended August 31, 2008).10.27
                  
                  Separation
      Agreement between C. David Bowers and the Company dated as of December 5,
      2008 (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the
      quarter ended August 31, 2008).10.28
                  
                  Option
      Surrender Agreement between Arthur Nadata and the Company dated April 6,
      2009 (Incorporated
      by reference to Exhibit 10.30 to Form 10-K for year ended February 28,
      2009).10.29
                  
                  Option
      Surrender Agreement between Richard Schuster and the Company dated April
      6, 2009 (Incorporated
      by reference to Exhibit 10.31 to Form 10-K for year ended February 28,
      2009).10.30
                  
                  Agreement
      of Lease between Reckson Operating Partnership, L.P., and the Company,
      dated as of July 11, 1996 (Incorporated
      by reference to Exhibit 10.32 to Form 10-K for year ended February 28,
      2009).10.31
                  
                  First
      Amendment of Lease by and between Rechler Equity B-1 LLC and the Company,
      dated as of July 7, 2008 (Incorporated
      by reference to Exhibit 10.33 to Form 10-K for year ended February 28,
      2009).10.32
                  
                  Industrial
      Lease Agreement by and between Industrial Developments International, Inc.
      and the Company, dated as of August 29, 2006 (Incorporated
      by reference to Exhibit 10.34 to Form 10-K for year ended February 28,
      2009).10.33
                  
                  First
      Amendment to Industrial Lease Agreement, dated May 12, 2008 (Incorporated
      by reference to Exhibit 10.35 to Form 10-K for year ended February 28,
      2009).10.34
                  
                  Fifth
      Amendment and Waivers to Credit Agreement dated as of April 27, 2009 (Incorporated
      by reference to Exhibit 10.36 to Form 10-K for year ended February 28,
      2009).10.35
                  
                  Employment
      Agreement between James Estill and the Company dated May 8, 2009
      (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the
      quarter ended May 31, 2009).10.36
                  
                  Second
      Amendment to Employment Agreement between Arthur Nadata and the Company
      dated May 8, 2009 (Incorporated by reference to Exhibit 10.1 to
      Form 10-Q for the quarter ended May 31,
2009).


42





EXHIBIT
      INDEX (Continued)EXHIBIT
                                                                                              NUMBER
                                                                                            
                                                                                            DESCRIPTION10.37
                                                                                            
                                                                                            Second
      Amendment to Employment Agreement between Richard Schuster and the Company
      dated May 8, 2009 (Incorporated by reference to Exhibit 10.1 to
      Form 10-Q for the quarter ended May 31,
2009).10.38
                                                                                            
                                                                                            Separation
      Agreement between James Estill and the Company dated August 3, 2009
      (Incorporated by referenced to Exhibit 10.1 to Form 10-Q for the
      quarter ended August 31, 2009).10.39
                                                                                            
                                                                                            2002
      Outside Directors’ Stock Option Plan, as amended (Incorporated by
      reference to Exhibit 10.1 to Form 8-K dated August 7,
      2009).10.40
                                                                                            
                                                                                            Compensation
      of Chief Financial Officer (Incorporated by referenced to
      Exhibit 10.1 to Form 10-Q for the quarter ended
      November 30, 2009).10.41
                                                                                            
                                                                                            Transition
      Agreement between Arthur Nadata and the Company dated April 28, 2010
      (Incorporated by reference to Exhibit 10.3 to Form 8-K dated April 28,
      2010).10.42
                                                                                            
                                                                                            Third
      Amendment to Employment Agreement between Arthur Nadata and the Company
      dated April 28, 2010 (Incorporated by reference to Exhibit 10.4 to Form
      8-K dated April 28, 2010).10.43
                                                                                            
                                                                                            Third
      Amendment to Employment Agreement between Richard Schuster and the Company
      dated April 28, 2010 (Incorporated by reference to Exhibit 10.6 to Form
      8-K dated April 28, 2010).10.44
                                                                                            
                                                                                            Employment
      Agreement between Martin Kent and the Company dated April 28, 2010
      (Incorporated by reference to Exhibit 10.1 to Form 8-K dated April 28,
      2010).10.45
                                                                                            
                                                                                            Option
      Agreement between Martin Kent and the Company dated April 29, 2010
      (Incorporated by reference to Exhibit 10.2 to Form 8-K dated April 28,
      2010).10.46
                                                                                            
                                                                                            Option
      Agreement between Arthur Nadata and the Company dated April 29, 2010
      (Incorporated by reference to Exhibit 10.5 to Form 8-K dated April 28,
      2010).10.47
                                                                                            
                                                                                            Amendment
      to Nu Horizons Executive Retirement Plan dated April 28, 2010
      (Incorporated by reference to Exhibit 10.7 to Form 8-K dated April 28,
      2010).10.48
                                                                                            
                                                                                            Waiver
      to Credit Agreement dated as of May 4, 2010.10.49
                                                                                            
                                                                                            Key
      Employee Change-In-Control Severance Agreement between Stephen A.
      Mussmacher and the Company dated as of April 3, 2008.10.50
                                                                                            
                                                                                            Key
      Employee Change-In-Control Severance Agreement between Kent
      Smith and the Company dated as of February 12, 2008.21.
                                                                                            
                                                                                            Nu
      Horizons Electronics Corp. & Subsidiaries Organizational (Legal
      Entity) Structure as of February 28, 2010.23.
                                                                                            
                                                                                            Consent
      of Independent Registered Public Accounting Firm.31.1
                                                                                            
                                                                                            Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
                                                                                            
                                                                                            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
                                                                                            
                                                                                            Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2
                                                                                            
                                                                                            Certification
      of the Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.


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