ITEM 1. BUSINESS
Ultimate Electronics, Inc. (the "Company") is a leading specialty retailer of home entertainment and consumer electronics in Colorado, Idaho, Iowa, Minnesota, Nevada, New Mexico, Oklahoma, South Dakota and Utah. The Company operates thirty stores, including ten stores in Colorado under the trade name SoundTrack, eleven stores in Idaho, Iowa, Nevada, New Mexico, Oklahoma, and Utah under the trade name Ultimate Electronics and nine stores in Minnesota and South Dakota under the trade name Audio King. Founded in 1968, the Company grew to nine stores by 1993 and became a public company on October 15, 1993. The Company has opened ten new 31,000 to 52,000 square foot stores and relocated and expanded five of its existing Colorado stores to this larger format in the past six years. On June 27, 1997, the Company completed a merger in which the Company acquired all of the outstanding shares of Audio King Corporation ("Audio King"). Audio King, a consumer specialty electronics company, operated 11 retail stores; eight in Minnesota, two in Iowa and one in South Dakota. The Audio King stores and four of the SoundTrack stores range in size from 3,200 to 28,000 square feet. In November 1997, the Company remodeled the two Audio King stores in Iowa, reopening the stores under the name Ultimate Electronics. In addition, the Company also completed changes to four of the Minneapolis Audio King stores. These changes allowed for increased selection in those stores in the key area of larger format television as well as other product categories.
The Company strives to appeal to a wide range of customers with an emphasis on selling mid to upscale products. The Company believes its stores enable it to differentiate itself from its competitors by providing a comprehensive selection of name brand consumer electronics, with an emphasis on limited distribution upscale brands, as well as by offering an extensive range of customer services and by displaying multiple home theater and audio demonstration rooms. The Company believes that these factors, together with its open and uncrowded merchandise displays and its policy of matching the lowest prices of its competitors, make it an attractive alternative to appliance/electronics superstores and mass merchants selling consumer electronics.
For the year ended January 31, 1999, sales were $337.5 million, a 10% increase from sales of $306.3 million for the prior year. The increase in sales during fiscal 1999 was due primarily to the effect of having the Audio King stores for a full year along with an increase in sales for comparable stores. Comparable store sales increased 2% for the year ended January 31, 1999 compared to a decrease of 6% in comparable store sales for the year ended January 31, 1998. As announced on May 21, 1998, the Company significantly reduced its computer assortment. Excluding the computer category, comparable store sales were up 7% for the year.
BUSINESS STRATEGY
The Company's strategy is to position itself as the upscale, full service consumer electronics alternative to its competitors and to satisfy consumer demand for increasingly sophisticated consumer electronics products, particularly in the core categories of audio and video. Key elements of its business strategy include:
EXTENSIVE PRODUCT SELECTION. The Company is committed to offering an extensive selection of high quality, brand name home entertainment and consumer electronics products. The Company offers over 6,000 stock keeping units ("SKU's") representing approximately 200 brand names, a significant portion of which are limited distribution brands that are only available through selected retailers. As a result, the Company carries a larger selection of full-featured, high quality products than is generally available at the Company's competitors. Each product category includes a wide range of price points.
EXCELLENT CUSTOMER SERVICE. Since inception, the Company has been committed to providing excellent customer service through well-trained sales consultants and an extensive range of customer services. The Company provides its new sales consultants with more than two weeks of intensive classroom training and continues with on-the-job instruction in product and vendor knowledge, sales techniques and customer service. The Company has regional service centers in Albuquerque, Boise, Denver, Des Moines, Las Vegas, Minneapolis, Salt Lake City and Tulsa
enabling it to provide fast and efficient service. The Company also provides a 30-day money-back satisfaction guarantee, an in-stock guarantee on advertised items, home delivery and setup, home theater and audio installation and design, home satellite installation, mobile electronics installation and extended service contracts.
ADVERTISING AND MARKETING. The Company's advertising strategy stresses nationally recognized brands at competitive prices primarily through newspaper, radio and direct mail media. The Company is a significant newspaper advertiser in the markets it serves, producing all of its print advertising through its in-house advertising department. The Company also employs an outside advertising agency that produces and places the Company's radio commercials. The Company's marketing programs are designed to create an awareness of the Company's comprehensive selection of high quality, brand name merchandise, as well as its competitive pricing. The Company typically advertises a broader selection of audio and video products than its competitors and presents a blend of aggressive promotional starting price points on competing products with higher price points on more fully featured products. The Company has spent substantial funds on advertising and marketing in various forms of media to establish name recognition for its new stores.
UPSCALE STORE FORMAT. The Company has developed a store format to emphasize and merchandise mid to upscale products. Each store has displays designed to provide the customer with a full spectrum of the Company's products upon entering a store. These displays allow customers to make extensive side-by-side product comparisons. The Company's larger stores have substantially more selling space, providing customers with an uncluttered presentation of the latest technology and featuring multiple demonstration rooms dedicated to home theater and mobile electronics products.
COMPETITIVE PRICING. The Company emphasizes competitive product pricing and reinforces this strategy with extensive advertising and a "60-day price guarantee." The Company monitors pricing at competing stores on a weekly basis through pricing surveys and adjusts its prices by market as necessary. The Company believes that competitive pricing enables it to attract new customers as well as to maintain customer loyalty.
EXPANSION STRATEGY
The Company intends to expand into select metropolitan areas in the Rocky Mountain, Midwest and Southwest regions with 24,000 to 32,000 square foot stores. With the exception of the Thornton facility, all current stores are leased. The Company has begun analyzing new store opportunities in existing markets to replace some of the Company's smaller locations. The Company converted one of its Colorado stores from an outlet store to a regular store on September 4, 1998. The Company expects to relocate and expand two to five of its locations within the next two years along with the possibility of adding new stores. At the present time, no firm commitments for relocated or new stores have been made. The Company currently anticipates these events to occur late in fiscal year 2000 and beyond. The cost of these future stores is anticipated to be between $1.0 million and $1.5 million, depending on tenant allowances. Preopening expenses are expected to average $250,000, and include such items as advertising prior to opening, recruitment and training of new employees and the costs of opening stores. In the event of relocations of existing stores, preopening costs may be significantly higher due to early termination of the store leases. The inventory requirement of the Company's new stores is expected to average approximately $1.5 million, approximately $750,000 of which is financed through trade credit.
The Company's expansion strategy focuses on identification of attractive metropolitan areas in the Rocky Mountain, Midwest and Southwest regions based on an evaluation of local market opportunities, as well as the size, strength and merchandising philosophy of potential competitors. The Company obtains demographic analyses of major metropolitan areas to determine new store locations and potential sales volumes, as well as the optimum number of stores to open in a specific market. The Company's specific location strategy focuses on power centers or freestanding locations near shopping malls. In choosing sites within a market, the Company applies standard site selection criteria which take into account numerous factors including local demographics, traffic patterns, highway visibility and overall retail activity.
MERCHANDISING
PRODUCTS. The Company offers its customers a comprehensive selection of high quality, brand name television, video, home audio, mobile electronics and home office products. This selection consists of over 6,000 SKU's, representing approximately 200 brand names. The Company offers customers a wide range of price points within each product category, with the greatest depth in middle to higher priced items. Within its product categories, the Company carries and actively promotes new models as they become available. The Company does not carry home appliances or software. During the second quarter of fiscal 1999, the Company significantly reduced its computer assortment, concentrating on a limited number of computer packages emphasizing Sony personal computers and Canon printers.
The following table, which is derived from the Company's internal sales records, indicates the percentage of sales in each major product group for the Company's last three fiscal years. The percentages include installation and other services in these categories. Historical percentages may not be indicative of the Company's future product mix.
PRICING. The Company emphasizes competitive pricing on high visibility items and reinforces this strategy with extensive advertising. The Company monitors pricing at competing stores on a weekly basis through pricing surveys and adjusts its prices by market as necessary. The Company's commitment to offer competitive prices is supported by its "60-day price guarantee", under which the Company refunds 110% of the difference between the original purchase price and any locally available lower price for the same item under the same purchase conditions. Sales and other special events, which the Company conducts from time to time, may have lower than normal prices on selected products and product categories.
PURCHASING. Substantially all of the Company's products are purchased directly from manufacturers. Each of the Company's buyers has responsibility for specified product categories. Buyers are assisted by a management information system that provides them with current inventory quantity, price and sales information by SKU, thus allowing them to react quickly to market changes. The Company works closely with its manufacturers and forecasts purchases on a non-binding basis up to one year in advance.
The Company is a member of a volume buying group, Progressive Retailers' Organization, consisting of other companies similar to the Company with respect to the type of merchandise sold. Membership in this organization has enabled the Company to obtain volume rebates, special buys and access to close-out and final production items. As a result, the Company believes it is able to obtain competitive pricing and terms.
During the fiscal year ended January 31, 1999, the Company's ten largest suppliers accounted for approximately 76% of the merchandise purchased by the Company. Two of the Company's suppliers, Sony and Mitsubishi, each accounted for more than 10% of its merchandise mix. The master agreements under which the Company operates with each of its suppliers are normally terminable upon 30 to 60 days notice by either party. The Company does not have commitments of longer than one year with the majority of its product suppliers, as is customary in the industry.
STORE OPERATIONS
STORES. The Company's 15 larger format stores each occupy 31,000 to 52,000 square feet, with 16,700 to 30,400 square feet of selling space. The Company has developed this store format to emphasize and merchandise mid to upscale products. Each store has displays designed to provide the customer with a full spectrum of the Company's products upon entering a store. These stores have additional home audio and car stereo demonstration rooms, additional home theater rooms, expanded portable electronics displays and expanded computer and home office displays as compared to the smaller store format. In addition, the new stores offer home installation, home satellite installation, a home planning center, home theater furniture, and an expanded area for large-screen televisions. The remaining space is dedicated to a designated play area for children, a car installation facility, a service facility, a store warehouse and general office space.
The Company's 13 smaller format stores range in size from 9,300 to 28,200 square feet (5,600 to 17,900 square feet of selling space). The selling space in the stores typically contains two audio and two car stereo demonstration rooms, one home entertainment theater and an automobile equipped with the latest in car audio and car security products. The Company also operates two mall based stores that are each 3,200 square feet (both stores have off-site installation and storage).
DISTRIBUTION. The Company currently distributes products to all of its stores from a 175,000 square foot warehouse located in Thornton, Colorado, a suburb of Denver. All of the Company's stores in Colorado are located within approximately 60 miles of this warehouse. For stores over 100 miles away from Denver, the Company uses contract carriers for distribution from its warehouse.
MANAGEMENT INFORMATION SYSTEMS. The Company's management information system, using proven third party software, was installed in August 1990 and is upgraded with enhancements nearly every year. In addition, the system runs on Unix-based Hewlett Packard computer hardware which will be upgraded to accommodate future growth. The Company believes this system will be Year 2000 compliant by October 31, 1999 and will support its anticipated growth. This on-line system connects all of the Company's facilities through digital phone lines which allows sales consultants to determine the location of all of the Company's inventory at any time. Pricing can be changed immediately in each geographical market by the Company's buyers and store management to react to competitor pricing. New signage can be generated on a daily basis. Immediately following the merger with Audio King, all of Audio Kings' store systems and inventory were integrated into the Company's management information system.
CUSTOMER SERVICE
Since its inception, the Company has been committed to providing excellent customer service through well-trained sales consultants and a broad range of customer services.
SALES CONSULTANTS. The Company provides its sales consultants with a minimum of two weeks of intensive classroom training which begins with an orientation from one or more of the Company's executive officers and continues with instruction in areas such as technical knowledge by product category and vendor, policies and procedures of the Company and various other sales techniques. On an ongoing basis, sales consultants attend in-house training sessions conducted by dedicated in-house trainers and manufacturers' representatives and also receive sales, product and other information in daily store meetings. Certain sales consultants specialize in particular product categories to provide customers with greater technical assistance.
The Company's sales consultants are compensated pursuant to a flexible incentive pay plan with commissions determined on the basis of sales and gross margins. The Company also motivates its sales consultants by providing opportunities for advancement within the Company. All of the Company's store management have been promoted from within the Company.
SERVICES. The Company supports its product sales by providing many important customer services, including home delivery and setup, home theater and audio installation and design, home satellite installation, mobile electronics installation, extended service contracts and regional service centers that offer in-home and carry-in repair services. The Company also provides in-store product instruction and will provide follow-up instruction at a customer's home upon request.
Virtually all merchandise purchased from the Company may be taken to any of the Company's stores for repair, whether or not the product is under the manufacturer's warranty or an extended service contract. In order to provide maximum service to its customers, the Company has regional service centers in Albuquerque, Boise, Denver, Des Moines, Las Vegas, Minneapolis, Salt Lake City and Tulsa. Two of the Company's service facilities, located at its distribution centers in Thornton and Minneapolis, provide backup for the Company's other regional service centers. The Company employs over 150 employees in connection with its service business. Each service department is staffed with product specialists capable of making complex repairs. In addition, the Company operates a fleet of approximately 100 customer service vehicles to provide in-home repair and delivery, installation and setup of home satellites, home theater components and televisions.
The Company offers extended service contracts to its customers for most categories of its products. The extended service contracts cover services or time periods not covered by the manufacturer's warranty on such products and are noncancelable. These contracts are administered for the Company by an unaffiliated third party (the "Warrantor") that pays for the repair service. The Company sells extended service contracts to the Warrantor on a nonrecourse basis. The Warrantor is required by its agreement with the Company to maintain insurance to protect the Company in the event that the Warrantor fails to fulfill its obligations under the extended service contracts and the Company is a named loss-payee under the agreement. Gross margins from the sale of extended service contracts are higher than the average gross margins of the Company's other products.
The Company has a private label credit card which is financed, operated and serviced by a third party (the "Finance Company"). The Company entered into an agreement with the Finance Company whereby the Finance Company retains all credit risk associated with the private label credit card. In addition, certain manufacturers sponsor their own private label credit cards. These arrangements permit the Company to provide its customers with financing promotions, including interest-free and deferred payments, without using the Company's working capital. During fiscal 1999, approximately 26% of the Company's sales were purchased through these private label and manufacturer sponsored credit cards.
COMPETITION
The Company operates in a highly competitive and price sensitive industry. The Company faces competition from mass merchants, department stores, specialty stores, appliance/electronics stores and smaller independent merchants. The Company considers its primary competitors to include consumer electronics retailers such as Best Buy and Circuit City as well as mass merchants such as Sears and Montgomery Ward. The Company competes with Circuit City in every market except Iowa; Sioux Falls, South Dakota; Rochester, Minnesota and Boulder, Colorado. The Company competes with Best Buy in every market except Utah and Idaho. The Company expects to face competition from Circuit City in Boulder, Colorado sometime during the summer of 1999. The Company expects to compete with Best Buy and Circuit City in each of its other markets at some point in the future, but knows of no other openings in its other markets at this time. The Company's primary competitors have greater financial and other resources than the Company. There can be no assurance that the Company's operating results will not be adversely affected in fiscal 2000 and beyond by such increased competition. In addition, if such competitors seek to gain or retain market share by reducing prices, the Company may be required to reduce its prices, thereby reducing gross margins and profits. In addition, as the Company expands into markets where the Company's name may not be recognized, its success will depend in part on its ability to compete with established and future competitors in such markets.
EMPLOYEES
As of January 31, 1999, the Company employed approximately 1,600 persons, approximately 1,350 of whom were store, customer delivery or service employees and approximately 250 of whom were main warehouse or corporate personnel. The Company considers its employee relations to be good. Most employees, other than corporate and store support personnel, are paid pursuant to a flexible pay plan. The Company believes that it provides working conditions and wages that compare favorably with those of other companies within the industry. The Company's employees do not have a collective bargaining agreement.
SERVICE MARKS
Ultimate Electronics-Registered Trademark-, SoundTrack-SM-, Audio King-Registered Trademark-, Fast Trak-Registered Trademark-, Big Names, Little Prices - Guaranteed-SM- and Simple Solution-SM- are service marks of the Company.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
Statements that are not historical facts contained in this report are forward looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Factors that could cause actual results to differ materially from the Company's projections, forecasts, estimates and expectations include, but are not limited to, statements about business strategy, expansion strategy, competition and those listed on page 14 of the section labeled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Safe Harbor Statement Under the Private Securities Litigation Reform Act" in the Company's 1999 Annual Report to Stockholders; risks regarding increases in promotional activities of competitors, changes in consumer buying attitudes, the presence or absence of new products or product features in the Company's merchandise categories, changes in vendor support for advertising and promotional programs, changes in the Company's merchandise sales mix, general economic conditions, fluctuations in consumer demand, the results of financing efforts and other risk factors detailed in the Company's Securities and Exchange Commission filings.
As provided for under the Private Securities Litigation Reform Act of 1995, the Company wishes to caution investors that the following important factors, among others, in some cases have affected and in the future could affect the Company's actual results of operations and cause such results to differ materially from those anticipated in forward-looking statements made in this document and elsewhere by or on behalf of the Company:
a) Competition. The Company encounters intense competition in all product categories and competes with national and other companies. Most of the companies with which the Company competes have greater capital and other resources.
b) Dependence on Key Suppliers. The Company is dependent on certain suppliers for delivery of products that contribute significantly to the Company's sales. While the Company believes that alternative suppliers are available, the loss of a key supplier could have an adverse effect on the Company's business.
c) Industry Factors. The presence or lack of new products or product features as well as the expectation of new products in the product categories that the Company sells has an impact on the Company's business, as well as the product mix of actual merchandise sold.
d) Economic and Market Conditions. The Company's business is affected by changes in general economic conditions such as consumer attitudes towards the economy in general, consumer credit availability, interest rates and inflation.
ITEM 2.
ITEM 2. PROPERTIES
As of January 31, 1999, the Company operates ten stores in Colorado, eight stores in Minnesota, four stores in Utah, two stores in Las Vegas, Nevada, two stores in Iowa, and one store each in Albuquerque, New Mexico, Boise, Idaho, Tulsa, Oklahoma and Sioux Falls, South Dakota. Each store, other than the store located in Thornton, Colorado, is leased. The following table sets forth data regarding the Company's store locations.
- ------------------- (1) Including renewal options.
(2) The Company is currently negotiating to expand and plans to remodel this store.
(3) Includes regional service center.
(4) The Company is currently negotiating to relocate this store.
Construction of the Company's main warehouse, business office, service center and store location in Thornton, Colorado, financed by the proceeds from the sale of $13.0 million aggregate principal amount of 10.25% first mortgage bonds, was completed in April 1996. This facility, in addition to the retail store noted in the table above, is comprised of 175,000 square feet of warehouse space, 30,000 square feet for the Company's business offices, 21,000 square feet devoted to a service department and 18,000 square feet for a training and employee facility. The Company leases a 45,000 square foot facility in Minneapolis, Minnesota that it uses as a training center, office space, service center for the greater Minneapolis/St. Paul area and warehouse space for its delivery department. The Company leases an 8,500 square foot service center in Salt Lake City, Utah. Additionally, the Company leases its store locations in Colorado Springs, Colorado and Fort Collins, Colorado from an affiliated party (see "Certain Relationships and Related Transactions"). The Company is also in the process of negotiating leases to relocate stores and is analyzing lease opportunities in new markets (see "Business - Expansion Strategy" and "Management's Discussion and Analysis of Financial Conditions and Results of Operations - Liquidity and Capital Resources").
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings. The Company is, however, involved in various routine claims and legal actions which arise in the ordinary course of business. Management of the Company intends to vigorously defend these claims and believes that the ultimate disposition of these matters will not have a material adverse effect on the Company's financial condition, results of operations or cash flow.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
Certain information required by Part II is incorporated by reference into this Report from the Company's 1999 Annual Report to Stockholders (the "1999 Annual Report to Stockholders"), which report is attached hereto as Exhibit 13. Only those sections of the 1999 Annual Report to Stockholders that specifically address the items set forth herein are incorporated by reference.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The section labeled "Stockholder Information" appearing on the inside back cover of the 1999 Annual Report to Stockholders is incorporated herein by reference. As of April 30, 1999, there were approximately 424 holders of record of the Company's common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The section labeled "Selected Financial Data" appearing on page 11 of the 1999 Annual Report to Stockholders is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section labeled "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 12 through 14 of the 1999 Annual Report to Stockholders is incorporated herein by reference.
ITEM 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
OUTSTANDING DEBT OF THE COMPANY. As of January 31, 1999, the Company had outstanding debt of approximately $26.5 million, $13.0 million of which bears interest at an annual fixed rate of 10.25%. A hypothetical 10.0% decrease in interest rates would not have a material impact on the Company. Increases in interest rates could, however, increase interest expense associated with future borrowings by the Company, if any. For example, the Company frequently effects borrowings under its $40.0 million revolving line of credit for general corporate purposes, capital expenditures and other purposes related to expansion of the Company's capacity. Borrowings under the $40.0 million revolving line of credit bear interest based on a blend of LIBOR plus 2.0% and Norwest Bank's prime rate minus 0.375%. Borrowings under this credit facility in the amount of $13.2 million were outstanding as of January 31, 1999. The Company has not hedged against interest rate changes.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and financial statements included on pages 15 through 24 of the Company's 1999 Annual Report to Stockholders are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive proxy statement pursuant to Regulation 14A (the "Proxy Statement") not later than 120 days after the end of the fiscal year covered by this Report, and certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated by reference to the section labeled "Directors and Executive Officers" in the Proxy Statement.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the section labeled "Compensation of Directors" and "Executive Compensation" excluding the "Board Compensation Committee Report on Executive Compensation" and the "Performance Graph" in the Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the section labeled "Principal Stockholders" in the Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the section labeled "Certain Relationships and Related Transactions" in the Proxy Statement.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. FINANCIAL STATEMENTS: The following financial statements of the Company included in the Registrant's 1999 Annual Report to Stockholders are incorporated by reference into Item 8:
- Consolidated Statements of Income for the fiscal years ended January 31, 1999, 1998 and 1997.
- Consolidated Balance Sheets at January 31, 1999 and 1998.
- Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 1999, 1998 and 1997.
- Consolidated Statements of Cash Flows for the fiscal years ended January 31, 1999, 1998 and 1997.
- Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENT SCHEDULES: The following financial statement schedule for the fiscal years ended January 31, 1999, 1998 and 1997 is filed as part of this Form 10-K:
All other schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
3. EXHIBITS: The following exhibits are filed pursuant to Item 601 of Regulation S-K.
(b) Reports on Form 8-K:
None
(1) Filed herewith. (2) Incorporated by reference to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (File No. 33-88740), filed with the Commission on March 14, 1995. (3) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-68314), filed with the Commission on September 2, 1993. (4) Incorporated by reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (File No. 33-68314), filed with the Commission on October 7, 1993. (5) Incorporated by reference to the Registrant's Form 8-K filed with the Commission on February 10, 1995. (6) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended April 30, 1995. (7) Exhibits filed with the Company's Form 10-K Annual Report for the fiscal year ended January 31, 1996, and are incorporated herewith by reference. (8) Exhibits filed with the Company's Form 10-K Annual Report for the fiscal year ended January 31, 1997, and are incorporated herewith by reference. (9) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended April 30, 1997. (10) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended July 31, 1997. (11) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended April 30, 1998. (12) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended July 31, 1998. (13) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended October 31, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thornton, State of Colorado, on this 1st day of May, 1999.
ULTIMATE ELECTRONICS, INC.
By: /s/ William J. Pearse -------------------------- William J. Pearse Chairman of the Board
Pursuant to the requirements of the Securities 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 dates indicated.
By: /s/ William J. Pearse Date: May 1, 1999 --------------------------------------- ------------- William J. Pearse Chairman of the Board and a Director
By: /s/ J. Edward McEntire Date: May 1, 1999 --------------------------------------- ------------- J. Edward McEntire Chief Executive Officer and a Director (Principal Executive Officer)
By: /s/ David J. Workman Date: May 1, 1999 --------------------------------------- ------------- David J. Workman President, Chief Operating Officer and a Director
By: /s/ Alan E. Kessock Date: May 1, 1999 --------------------------------------- ------------- Alan E. Kessock Vice President, Chief Financial Officer, Secretary and a Director (Principal Financial and Accounting Officer)
By: /s/ Robert W. Beale Date: May 1, 1999 --------------------------------------- ------------- Robert W. Beale Director
By: /s/ Randall F. Bellows Date: May 1, 1999 --------------------------------------- ------------- Randall F. Bellows Director
ULTIMATE ELECTRONICS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
- ------------------- (1) Uncollectible accounts written off, net of recoveries.
(2) Write-offs of obsolete inventory.