<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended July 31, 2000
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 0-22532
ULTIMATE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0585211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
321 WEST 84TH AVENUE, SUITE A, THORNTON, COLORADO 80260
(Address of principal executive offices, zip code)
(303) 412-2500
(Registrant's telephone number, including area code)
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
--- ---
The number of outstanding shares of common stock as of September 8, 2000 was
10,800,273.
<PAGE>
ULTIMATE ELECTRONICS, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements: Page No.
<S> <C>
Condensed Consolidated Balance Sheets as of July 31, 2000 (unaudited)
and January 31, 2000 ................................................... 3
Consolidated Statements of Operations for the three and six months ended
July 31, 2000 (unaudited) and July 31, 1999 (unaudited) ................ 4
Condensed Consolidated Statements of Cash Flows for the six months ended
July 31, 2000 (unaudited) and July 31, 1999 (unaudited) ................ 5
Notes to Condensed Consolidated Financial Statements (unaudited) ....... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .................................................. 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk ............. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................................... 11
Item 2. Changes in Securities .................................................. 11
Item 3. Defaults Upon Senior Securities ........................................ 11
Item 4. Submission of Matters to a Vote of Security Holders .................... 11
Item 5. Other Information ...................................................... 12
Item 6. Exhibits and Reports on Form 8-K ....................................... 12
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ULTIMATE ELECTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
July 31, January 31,
2000 2000
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 6,453 $ 17,311
Accounts receivable, net 20,772 20,420
Merchandise inventories, net 61,068 51,269
Investments available for sale -- 12,003
Other assets 2,106 2,331
-------- --------
Total current assets 90,399 103,334
Property and equipment, net 62,720 52,261
Property under capital leases, including related 1,405 1,473
parties, net 1,889 2,026
Goodwill, net 533 935
Other assets
-------- --------
Total assets $156,946 $160,029
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 37,035 $ 27,626
Accrued liabilities 18,280 21,322
Deferred revenue 2,632 3,066
Other current liabilities 261 394
-------- --------
Total current liabilities 58,208 52,408
Bonds payable -- 11,700
Deferred revenue, less current portion 3,907 5,111
Capital lease obligations, including related parties . 1,711 1,760
Other long term liabilities 160 178
-------- --------
Total long term liabilities 5,778 18,749
Commitments
Stockholders' equity:
Preferred stock, par value $.01 per share
Authorized shares - 10,000,000
No shares issued and outstanding -- --
Common stock, par value $.01 per share
Authorized shares - 15,000,000
Issued and outstanding shares: 10,786,906 and
10,705,318 at July 31, 2000 and January 31, 2000 108 107
Additional paid-in capital 71,078 70,801
Retained earnings 21,774 17,964
-------- --------
Total stockholders' equity 92,960 88,872
-------- --------
Total liabilities and stockholders' equity $156,946 $160,029
======== ========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
3
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ULTIMATE ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
------------------------ -------------------------
2000 1999 2000 1999
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Sales $101,978 $83,965 $196,984 $162,363
Cost of goods sold 68,929 58,005 134,214 113,217
-------- ------- -------- --------
Gross profit 33,049 25,960 62,770 49,146
Selling, general and administrative expenses 29,441 23,461 56,262 45,448
-------- ------- -------- --------
Income from operations 3,608 2,499 6,508 3,698
Interest expense, net 38 707 46 1,388
-------- ------- -------- --------
Income before taxes and extraordinary item 3,570 1,792 6,462 2,310
Income tax expense 1,314 658 2,398 856
-------- ------- -------- --------
Income before extraordinary item 2,256 1,134 4,064 1,454
Extraordinary loss on early extinguishment
of debt, net of taxes -- -- 254 --
-------- ------- -------- --------
Net income $ 2,256 $ 1,134 $ 3,810 $ 1,454
======== ======= ======== ========
Earnings per share before extraordinary item - basic $ .21 $ .14 $ .38 $ .18
Earnings per share before extraordinary item - diluted $ .20 $ .13 $ .36 $ .16
Earnings per share - basic $ .21 $ .14 $ .35 $ .18
Earnings per share - diluted $ .20 $ .13 $ .34 $ .16
Weighted average shares outstanding - basic 10,752 8,211 10,734 8,187
Weighted average shares outstanding - diluted 11,395 8,926 11,370 8,866
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
4
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ULTIMATE ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
July 31,
-------------------------
2000 1999
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 2,966 $ 4,613
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments available for sale 12,003 --
Purchases of property and equipment (14,109) (1,609)
-------- -------
Net cash used in investing activities (2,106) (1,609)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term bonds payable (11,700) --
Net paydown on revolving credit agreement -- (1,210)
Principal payments on term loans and capital lease
obligations (296) (314)
Proceeds from exercise of stock options 278 212
-------- -------
Net cash used by financing activities (11,718) (1,312)
-------- -------
Net (decrease) increase in cash and cash equivalents (10,858) 1,692
Cash and cash equivalents at beginning of period 17,311 4,421
-------- -------
Cash and cash equivalents at end of period $ 6,453 $ 6,113
======== =======
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
5
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ULTIMATE ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JULY 31, 2000
1. SIGNIFICANT ACCOUNTING POLICIES
BACKGROUND
Ultimate Electronics, Inc. is a leading specialty retailer of home
entertainment and consumer electronics products. The Company operates
thirty-three stores, including fifteen stores in Arizona, Idaho, Iowa,
Nevada, New Mexico, Oklahoma, South Dakota and Utah under the trade name
Ultimate Electronics, ten stores in Colorado under the trade name
SoundTrack and eight stores in Minnesota under the trade name Audio King.
The Company's unaudited condensed consolidated financial statements have
been prepared by the Company in accordance with generally accepted
accounting principles for interim financial reporting and the regulations
of the Securities and Exchange Commission for quarterly reporting.
Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of the Company, the statements include all adjustments,
consisting only of normal recurring adjustments, which are necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods. Operating results for the three and six
month periods ended July 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending January 31, 2001. Seasonal
fluctuations in sales of the Company's products result primarily from the
purchasing patterns of individual consumers during the holiday shopping
season. These patterns tend to moderately concentrate sales in the latter
half of the year, particularly in the fourth quarter. For further
information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended
January 31, 2000 and other filings with the Securities and Exchange
Commission.
PRINCIPLES OF CONSOLIDATION
The unaudited condensed consolidated financial statements include the
accounts of all subsidiaries. All intercompany accounts and transactions
have been eliminated upon consolidation.
BOND REDEMPTION
On March 31, 2000 the Company paid $13,111,000 to redeem, in full, its
outstanding bonds payable. The bonds were redeemable by the Company at par
any time at or after March 31, 2000. The bonds were redeemed at a
redemption price of 100% of the principal amount and all accrued and unpaid
interest as of such date, which totaled $111,000. As a result of the
redemption of the bonds, the Company recognized an extraordinary loss of
$254,000 (net of taxes).
NEW STORE OPENINGS
On July 28, 2000 the Company entered the Phoenix, Arizona metropolitan area
with two new stores.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations and the financial statements and accompanying notes may contain
statements that are not historical facts but are forward-looking statements
that involve risks and uncertainties that could cause future results to
vary materially from projected results. Such statements address activities,
events or developments that the Company expects, believes, projects,
intends, estimates, plans or anticipates will, should, could or may occur,
including reference to future profitability and steps being taken to
achieve that result. Factors that could cause actual results to differ
materially from the Company's projections, forecasts, estimates and
expectations include, but are not limited to: risks related to the
Company's ability to open and operate new stores; the Company's ability to
profitably relocate and/or expand existing stores and the willingness of
vendors to permit product sales over the internet; significant competition,
including new competition from internet retailers; seasonal fluctuations in
the Company's business; changes in trade regulations and currency
fluctuations; risks regarding increases in promotional activities of
competitors; the presence or absence of new products or product features in
the Company's merchandise categories; changes in the distribution strategy
of the Company's vendors; changes in vendor support for advertising and
promotional programs; changes in the Company's merchandise sales mix; the
results of financing efforts; fluctuations in consumer demand and
preferences and general economic conditions. Please refer to a discussion
of these and other factors in the Company's Annual Report on Form 10-K for
the year ended January 31, 2000 and other filings with the Securities and
Exchange Commission. The Company disclaims any intent or obligation to
update publicly these forward-looking statements, whether as a result of
new information, future events or otherwise.
RESULTS OF OPERATIONS
Sales for the three months ending July 31, 2000 increased 21% to $102.0
million from $84.0 million for the three months ending July 31, 1999. Sales
for the six months ending July 31, 2000 were $197.0 million, a 21% increase
from sales of $162.4 million for the six months ending July 31, 1999. Sales
of comparable stores were up 15% and 16%, respectively, for the three and
six months ending July 31, 2000. Sales of new digital technology products
such as DVD, HDTV and digital camcorders continued to be the primary
drivers of the comparable store sales growth.
Gross profit for the three months ending July 31, 2000 increased 27% to
$33.0 million (32.4% of sales) from $26.0 million (30.9% of sales) for the
three months ending July 31, 1999. Gross profit for the six months ending
July 31, 2000 increased 28% to $62.8 million (31.9% of sales) from $49.1
million (30.3% of sales) for the six months ending July 31, 1999. This
increase in gross profit was related to the change in the Company's
extended warranty program as well as the strong sales in the digital
categories listed above.
Selling, general and administrative expenses for the three months ending
July 31, 2000 were $29.4 million (28.9% of sales) compared to $23.5 million
(27.9% of sales) for the three months ending July 31, 1999. Selling,
general and administrative expenses for the six months ending July 31, 2000
were $56.3 million (28.6% of sales) compared to $45.4 (28.0% of sales) for
the six months ending July 31, 1999. The increase in selling, general and
administrative expenses was primarily related to preopening costs of
$925,000 (0.5% of sales) for two new stores and one relocated store as well
as variable costs associated with the higher margins.
As further discussed in the Company's 10-K for the year ending January 31,
2000, the Company changed its accounting with respect to the recognition of
revenues from the sale of obligor contracts as a result of a November 1999
clarification made by the Securities and Exchange Commission. The Company
gave retroactive effect to this change by restatement of its previously
published financial
7
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statements beginning with fiscal year 1996 (refer to the Company's report
on Form 8-K filed on February 11, 2000 for the impact of the restatement on
prior periods).
The Company recorded income from operations of $3.6 million (3.5% of sales)
for the three months ending July 31, 2000 compared to income from
operations of $2.5 million (3.0% of sales) for the three months ended July
31, 1999. Income from operations was $6.5 million (3.3% of sales) for the
six months ending July 31, 2000 compared to $3.7 million (2.3% of sales)
for the six months ending July 31, 1999.
Net interest expense decreased to $38,000 and $46,000 for the three and six
months ended July 31, 2000 from $707,000 and $1.4 million for the three and
six months ended July 31, 1999. This decrease was partially due to lower
average amounts outstanding under the Company's revolving line of credit.
The Company used a portion of the proceeds from its secondary stock
offering completed in October 1999 (the "1999 Offering") to pay off $6.8
million then outstanding under its line of credit on October 22, 1999. In
addition, the Company redeemed, in full, its 10.25% bonds on March 31,
2000, which decreased interest expense compared to the prior year. Lastly,
interest expense for the six months ended July 31, 2000 was offset by
$300,000 of interest income on the Company's investment portfolio acquired
with proceeds from the 1999 Offering. There was no interest income recorded
in the six months ending July 31, 1999.
Extraordinary loss on early extinguishment of debt of $254,000 (net of
taxes) relates to the repayment, in full, of the Company's 10.25% bonds on
March 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's primary sources of liquidity for funding
expansion and growth have been net cash from operations, revolving credit
lines, term debt and issuances of common stock. The Company's primary cash
requirements are related to expenditures for new store openings and the
relocation and/or remodeling of existing store locations. These
expenditures include preopening expenses and additional inventory for new
or relocated stores, as well as working capital to support the Company's
inventory requirements and selling, general and administrative expenses.
The Company currently operates a total of thirty-three stores in ten
states.
Net cash provided by operating activities was $3.0 million for the six
months ended July 31, 2000 compared to net cash provided by operating
activities of $4.6 million for the six months ended July 31, 1999.
The decrease in cash provided by operating activities was primarily the
result of increased merchandise inventory levels in the current year.
Net cash used in investing activities was $2.1 million for the six months
ended July 31, 2000 compared to net cash used in investing activities of
$1.6 million for the six months ended July 31, 1999. During the first
quarter of the current year, the Company received $12.0 in proceeds from
the sale of an investment available for sale, which matured on March 29,
2000. The Company had capital expenditures of $14.1 million directly
related to new store openings and the relocation and expansion of an
existing store location during the six months ended July 31, 2000 compared
to capital expenditures of $1.6 million in the same period of the previous
year.
Net cash used in financing activities was $11.7 million for the six months
ended July 31, 2000 compared to net cash used in financing activities of
$1.3 million for the six months ended July 31, 1999. Cash used in financing
activities for the six months ended July 31, 2000 related primarily to
repayment, in full, of the Company's 10.25% bonds on March 31, 2000.
The Company intends to expand into select metropolitan areas in the Rocky
Mountain, Midwest and Southwest regions with 30,000 to 36,000 square foot
stores. In certain smaller markets, the store size
8
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may be as small as 20,000 square feet. With the exception of the Thornton,
Colorado facility, all current stores are leased. On July 28, 2000 the
Company entered the Phoenix, Arizona metropolitan area with two new stores.
The Company intends to open a total of six additional stores in the Phoenix
metropolitan area over the next eighteen months. Two of the six Phoenix
stores are expected to open in the fourth quarter of the current fiscal
year. The Company also expects to open its second store in Colorado
Springs, Colorado in the fourth quarter of the current fiscal year. On
September 11, 2000, the Company announced its entrance into the Oklahoma
City, Oklahoma market with plans to open two new stores in the summer of
fiscal 2002. Excluding Phoenix and Oklahoma City, the Company expects to
open two to six additional stores in fiscal 2002.
The Company continues to analyze new store opportunities in existing
markets to replace or expand some of its smaller locations. In May 2000,
the Company relocated a 9,300 square foot store located in the
Minneapolis/St. Paul area to a 35,000 square foot store. The Company's Fort
Collins, Colorado store is expected to be expanded from 16,600 to 22,000
square feet in fiscal 2002. The Company also intends to relocate and expand
its Arvada, Colorado store in fiscal 2002 and will be analyzing
opportunities in the Minneapolis/St. Paul area over the next few years to
relocate and/or expand a number of those locations.
The cost of these future stores is anticipated to average $3.3 million per
store. Leasehold improvements, fixtures and equipment are expected to
average $2.2 million, depending on tenant allowances. The inventory
requirement for the Company's new stores is expected to average
approximately $1.5 million, approximately $750,000 of which will be
financed through trade credit. Preopening expenses for new stores are
expected to average $350,000, and include such items as advertising prior
to opening, recruitment and training of new employees and other costs
associated with opening stores. In the event of relocations of existing
stores, preopening costs are expected to average $150,000 and will be
higher if the Company is forced to terminate existing store leases prior to
their maturity.
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 that take into account numerous factors including local
demographics, traffic patterns, highway visibility and overall retail
activity.
On September 30, 1998, the Company executed a three year $40 million credit
agreement, as amended, with Foothill Capital Corporation , a wholly owned
subsidiary of Norwest Bank. Borrowings under this revolving line of credit
are limited to the lesser of $40 million or 80% of eligible inventory and a
portion of accounts receivable. As of July 31, 2000, the entire facility
was available to the Company and no amounts were outstanding. Borrowings
bear interest, payable monthly, based on a blend of LIBOR plus 2% and
Norwest Bank's prime rate minus 0.375%. Inventories, accounts receivable,
equipment and intangibles secure the borrowings. The facility includes
negative covenants that limit the Company's ability to, without the bank's
prior approval, and subject to various exceptions, incur indebtedness,
create liens, enter into mergers and consolidations, pay dividends,
repurchase the Company's capital stock, issue guarantees, sell or engage in
transactions with affiliates. The facility also contains covenants
regulating the Company's gross margins, inventory levels, tangible net
worth and capital expenditures. The Company was in compliance with all
borrowing covenants as of July 31, 2000.
On March 23, 1995, the Company completed an offering for the sale of
$13,000,000 aggregate principal amount of bonds payable (the "Bonds"). On
March 31, 2000, the Company paid $13,111,000 to redeem
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the Bonds in full. The Bonds were redeemable by the Company at par any time
at or after March 31, 2000. The Bonds were redeemed at a redemption price
of 100% of the principal amount and all accrued and unpaid interest as of
such date, which totaled $111,000. As a result of the redemption of the
Bonds, the Company recognized an extraordinary loss of $254,000 (net of
taxes).
The Company believes that its cash flows from operations and borrowings
under its credit facility will be sufficient to fund the Company's
operations, debt repayment and expansion through fiscal 2001. To fund the
capital requirements for its anticipated expansion plans beyond fiscal
2001, the Company may be required to seek additional financing, which may
take the form of expansion of its existing credit facility, or possibly
additional debt or equity financings. The Company may also re-mortgage its
Thornton facility. There can be no assurance that the Company will be able
to obtain such funds on favorable terms, if at all.
SEASONALITY
The Company's business is affected by seasonal consumer buying patterns. As
is the case with many other retailers, the Company's sales and profits have
been greatest in the fourth quarter (which includes the holiday selling
season). Due to the importance of the holiday shopping season, any factors
negatively impacting the holiday selling season could have a material
adverse impact on the Company's financial condition and results of
operations. Operating results are dependent upon a number of factors,
including discretionary consumer spending, which is affected by local,
regional and national economic conditions affecting disposable consumer
income, such as employment, business conditions, interest rates and
taxation. The Company's quarterly results of operations may fluctuate
significantly as a result of a number of factors, including:
- the timing of new or relocated and expanded store openings;
- expenses related to relocation and expansion;
- unexpected changes in volume related rebates from manufacturers;
- the success of new stores; and
- the impact of new stores on existing stores.
As the Company has opened additional stores or relocated and expanded
stores within markets it already serves, sales at existing stores have been
adversely affected. Such adverse effects may occur in the future. The
Company's quarterly operating results also may be affected by increases in
merchandise costs, price changes in response to competitive factors, new
and increased competition and product availability.
IMPACT OF INFLATION
The Company believes, because of competition among manufacturers and the
technological changes in the consumer electronics industry, inflation has
not had a significant effect on results of operations during the last few
years.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The following discusses the Company's exposure to market risks related to
changes in interest rates and other general market risks. All of the
Company's investment and financing decisions are supervised or managed by
its executive committee. This discussion contains forward-looking
statements that are subject to risks and uncertainties. Actual results
could vary materially as a result of a number of factors,
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including, but not limited to, changes in interest rates and other general
market risks, and those set forth in "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" appearing elsewhere in
this Form 10-Q.
CASH AND CASH EQUIVALENTS. As of July 31, 2000, the Company had $6.5
million in cash and cash equivalents, which was not restricted, and
consisted of: (i) approximately $0.4 million invested in overnight treasury
repurchase agreements with an average interest rate of approximately 5.0%;
and (ii) approximately $6.1 million in various non-interest bearing
accounts. Management considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents. All
cash and cash equivalents investments are readily convertible to known
amounts of cash, and so near their maturity they present insignificant risk
of changes in value because of changes in interest rates. The Company does
not expect any material loss with respect to its cash and cash equivalents
as a result of interest rate changes, and the estimated fair value of its
cash and cash equivalents approximates original cost.
OUTSTANDING DEBT OF THE COMPANY. The Company had a $40 million revolving
line of credit on July 31, 2000. Borrowings under the line of credit bear
interest, payable monthly, based on a blend of LIBOR plus 2% and Norwest
Bank's prime rate minus 0.375%. The Company had no outstanding borrowings
under this credit facility as of July 31, 2000. Increases in interest rates
could, however, increase interest expense associated with future borrowings
by the Company, if any. The Company has not hedged against interest rate
changes.
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company is a party to certain legal proceedings
arising in the ordinary course of its business. Management believes that
any resulting liability, individually or in the aggregate, will either be
covered by insurance or will not have a material adverse effect on the
Company's financial condition.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2000 Annual Meeting of Stockholders of Ultimate Electronics, Inc. was
held on June 22, 2000 and adjourned to July 17, 2000. At the July 17, 2000
meeting, William J. Pearse and J. Edward McEntire were elected as Class III
Directors for three-year terms expiring at the 2003 Annual Meeting of
Stockholders. David J. Workman, Alan E. Kessock, Robert W. Beale and
Randall F. Bellows continue in their respective terms as Directors of the
Company.
The matters voted upon and passed at the Meeting were the election of the
above noted directors, the proposal to adopt the 2000 Equity Incentive
Plan, the proposal to adopt an Employee Stock Purchase Plan and the
ratification of the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending January 31, 2001.
The results of the voting on these matters is outlined in the following
table.
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<TABLE>
<CAPTION>
Votes Votes Votes
Proposal For Against Abstained
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Election of Directors:
William J. Pearse 9,879,141 2,324 503,060
J. Edward McEntire 9,879,141 2,324 503,060
Proposal to adopt the 2000
Equity Incentive Plan 4,940,826 4,415,255 8,515
Proposal to adopt an Employee
Stock Purchase Plan 6,211,618 3,150,357 2,621
Ratification of Ernst & Young
LLP 10,378,347 2,678 3,500
</TABLE>
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Documents filed with this report:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ultimate Electronics, Inc.
Date: September 11, 2000 By: /s/ Alan E. Kessock
------------------ ---------------------------------
Alan E. Kessock
Senior Vice President, Chief Financial
Officer, Secretary and a Director
(Principal Financial and Accounting
Officer)
13
