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United StatesSecurities and Exchange CommissionWashington, D.C. 20549

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FORM 10-Q

|(Mark One)                                   |  |                                                                                         
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------
|ý                                            |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|For the Quarterly Period Ended July 31, 2002
|or                                          
|o                                            |  | 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(State or other jurisdiction of
incorporation or organization)                                    |  | 84-0585211(I.R.S. employer
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)                                       

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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 ý        No o

The
number of outstanding shares of common stock as of September 12, 2002 was 14,502,031.

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Ultimate Electronics, Inc.    Form 10-Q    Index

|         |  |                                                                                                             |  | Page No.
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------
|PART I.  |  | FINANCIAL INFORMATION                                                                                       |  |         
|Item 1.  |  | Financial Statements:                                                                                       |  |         
|         |  | Condensed Consolidated Balance Sheets as of July 31, 2002 (unaudited) and January 31, 2002                  |  | 3       
|         |  | Consolidated Statements of Income for the three and six months ended July 31, 2002 and 2001 (unaudited)     |  | 4       
|         |  | Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2002 and 2001 (unaudited) |  | 5       
|         |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                            |  | 6       
|Item 2.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                       |  | 8       
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 11      
|PART II. |  | OTHER INFORMATION                                                                                           |  |         
|Item 1.  |  | Legal Proceedings                                                                                           |  | 12      
|Item 2.  |  | Changes in Securities                                                                                       |  | 12      
|Item 3.  |  | Defaults Upon Senior Securities                                                                             |  | 12      
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         |  | 12      
|Item 5.  |  | Other Information                                                                                           |  | 12      
|Item 6.  |  | Exhibits and Reports on Form 8-K.                                                                           |  | 12      

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)

|                                       |                                                                                                                                                                    | July 31,
2002                              |         | January 31,
2002
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------- | ----------------
|
|Assets:                                |                                                                                                                                                                    |                                            |         |                 
|Current assets:                        |                                                                                                                                                                    |                                            |         |                 
|                                       | Cash and cash equivalents                                                                                                                                          |                                            | $       | 19,539          
|                                       | Accounts receivable, net                                                                                                                                           |                                            |         | 38,722          
|                                       | Merchandise inventories, net                                                                                                                                       |                                            |         | 107,691         
|                                       | Other assets                                                                                                                                                       |                                            |         | 3,200           
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total current assets                       |         |                 
|Property and equipment, net            |                                                                                                                                                                    |                                            | 127,783 |                 
|Other assets                           |                                                                                                                                                                    |                                            | 3,387   |                 
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total assets                               |         | $               
|                                       |                                                                                                                                                                    |                                            |         |                 
|Liabilities and Stockholders' Equity:  |                                                                                                                                                                    |                                            |         |                 
|Current liabilities:                   |                                                                                                                                                                    |                                            |         |                 
|                                       | Accounts payable                                                                                                                                                   |                                            | $       | 58,183          
|                                       | Accrued liabilities                                                                                                                                                |                                            |         | 27,080          
|                                       | Deferred revenue                                                                                                                                                   |                                            |         | 1,216           
|                                       | Other current liabilities                                                                                                                                          |                                            |         | 438             
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total current liabilities                  |         |                 
|Revolving line of credit               |                                                                                                                                                                    |                                            |        |                 
|Deferred revenue, less current portion |                                                                                                                                                                    |                                            | 773     |                 
|Other long-term liabilities            |                                                                                                                                                                    |                                            | 2,368   |                 
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total long term liabilities                |         |                 
|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40,000,000 Issued and outstanding shares: 14,502,031 and 11,241,686 at July 31, 2002 and January 31, 2002 |                                            |         | 145             
|                                       | Additional paid-in capital                                                                                                                                         |                                            |         | 163,041         
|                                       | Retained earnings                                                                                                                                                  |                                            |         | 47,078          
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total stockholders' equity                 |         |                 
|                                       |                                                                                                                                                                    |                                            |         |                 
|                                       |                                                                                                                                                                    | Total liabilities and stockholders' equity |         | $               
|                                       |                                                                                                                                                                    |                                            |         |                 

See
accompanying notes to Condensed Consolidated Financial Statements.

3

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ULTIMATE ELECTRONICS, INC.        CONSOLIDATED STATEMENTS OF INCOME        (Unaudited)(amounts in thousands, except share and per share data)

|                                             |  | Three Months Ended
July 31, |            | Six Months Ended
July 31,
|-------------------------------------------- |  | --------------------------- | ---------- | -------------------------
|
|Sales                                        |  | $                           | 142,022    |                          
|Cost of goods sold                           |  |                             | 96,783     |                          
|                                             |  |                             |            |                          
|Gross profit                                 |  |                             | 45,239     |                          
|Selling, general and administrative expenses |  |                             | 43,902     |                          
|                                             |  |                             |            |                          
|Income from operations                       |  |                             | 1,337      |                          
|Interest (income) expense, net               |  |                             | (39        | )                        
|                                             |  |                             |            |                          
|Income before taxes                          |  |                             | 1,376      |                          
|Income tax expense                           |  |                             | 523        |                          
|                                             |  |                             |            |                          
|Net income                                   |  | $                           | 853        |                          
|                                             |  |                             |            |                          
|Earnings per sharebasic                     |  | $                           | . 06       |                          
|Earnings per sharediluted                   |  | $                           | . 06       |                          
|Weighted average shares outstandingbasic    |  |                             | 14,284,910 |                          
|Weighted average shares outstandingdiluted  |  |                             | 14,576,333 |                          

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)

|                                                               |  | Six Months Ended
July 31, |        
|-------------------------------------------------------------- |  | ------------------------- | -------
|
|Cash Flows from Operating Activities:                          |  |                           |        
|Net cash (used in) provided by operating activities            |  | $                         | (6,440 
|Cash Flows from Investing Activities:                          |  |                           |        
|Purchases of property and equipment, net                       |  |                           | (27,296
|                                                               |  |                           |        
|Net cash used in investing activities                          |  |                           | (27,296
|Cash Flows from Financing Activities:                          |  |                           |        
|Net (repayments) borrowings under revolving credit agreement   |  |                           | (35,222
|Principal payments on term loans and capital lease obligations |  |                           | (56    
|Proceeds from issuance of common stock                         |  |                           | 85,522 
|Proceeds from exercise of stock options                        |  |                           | 337    
|                                                               |  |                           |        
|Net cash provided by financing activities                      |  |                           | 50,581 
|                                                               |  |                           |        
|Net increase in cash and cash equivalents                      |  |                           | 16,845 
|Cash and cash equivalents at beginning of period               |  |                           | 2,694  
|                                                               |  |                           |        
|Cash and cash equivalents at end of period                     |  | $                         | 19,539 
|                                                               |  |                           |        

See
accompanying notes to Condensed Consolidated Financial Statements.

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ULTIMATE ELECTRONICS, INC.        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        (Unaudited)        July 31, 2002

1.    Significant Accounting Policies



Ultimate Electronics, Inc. is a leading specialty retailer of consumer electronics and home entertainment products located in the Rocky Mountain, Midwest
and Southwest regions of the United States. We currently operate 54 stores, including 35 stores in Arizona, Idaho, Illinois, Iowa, Missouri, Nevada, New Mexico, Oklahoma, South Dakota, Texas and Utah
under the trade name Ultimate Electronics, 11 stores in Colorado under the trade name SoundTrack and eight stores in Minnesota under the trade name Audio King.

The
accompanying unaudited condensed consolidated financial statements of Ultimate Electronics, Inc. should be read in conjunction with our consolidated financial statements for
the year ended January 31, 2002. Significant accounting policies disclosed therein have not changed except as discussed in Note 2. Our unaudited condensed consolidated financial
statements have been prepared by us in accordance with accounting principles generally accepted in the United States 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 accounting principles generally accepted
in the United States for complete financial statements. In our opinion, the statements include all adjustments, consisting only of normal recurring adjustments that 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, 2002 are not
necessarily indicative of the results that may be expected for the year ending January 31, 2003. Seasonal fluctuations in sales of our products result primarily from the purchasing patterns of
individual consumers during the holiday selling season. As is the case with many other retailers, our sales and profits have been greatest in the fourth quarter (which includes the holiday selling
season). For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended January 31, 2002 and
other filings with the Securities and Exchange Commission.



The unaudited condensed consolidated financial statements include the accounts of all subsidiaries. All intercompany accounts and transactions have been
eliminated upon consolidation.



We opened our fifth and sixth stores in the St. Louis, Missouri market on July 3, 2002 and August 28, 2002, respectively. On August 7, 2002,
we entered the Dallas/ Ft. Worth, Texas market with six new stores.

2.    New Accounting Standards



We adopted SFAS 142 on February 1, 2002. SFAS 142 eliminates amortization of goodwill and indefinite lived intangible assets and requires us
to perform an annual impairment test on all goodwill

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and indefinite lived intangible assets. We completed our goodwill impairment test required by SFAS 142 as of July 31, 2002 and have determined that no adjustments for impairment are
necessary. If the requirements of SFAS 142 had been in effect for the three and six months ended July 31, 2001, the results would have been as follows: (i) net income would have
been $1,841,000, basic earnings per share $.17 and diluted earnings per share $.16 for the three months ended July 31, 2001, respectively; and (ii) net income would have been $3,581,000,
basic earnings per share $.33 and diluted earnings per share $.31 for the six months ended July 31, 2001, respectively.



Effective in the second quarter of fiscal 2003, we adopted Emerging Issues Task Force No. 00-14, "Accounting for Certain Sales Incentives,"
which provides that sales incentives such as mail-in rebates offered to customers should be classified as a reduction of revenue. Previously, these rebates were recorded in cost of goods
sold and were immaterial.



In August 2001, the Financial Accounting Standards Board issued Statement 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144"), which we adopted on February 1, 2002. SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and
supercedes Statement 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121"), and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations" ("APB 30") for a disposal of a segment of a business. The adoption of SFAS 144 had no
impact on our consolidated financial position, results of operations, or cash flows.



In April 2002, the Financial Accounting Standards Board issued Statement 145, "Rescission of Statements 4, 44 and 62" ("SFAS 145"). SFAS 145
rescinds Statement 4, "Reporting Gains and Losses from Extinguishment of Debt," Statement 44, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements," and Statement 62,
"Accounting for Intangible Assets of Motor Carriers".    SFAS 145 requires gains and losses on extinguishments of debt to be classified as either extraordinary items or in
continuing operations in accordance with the provisions of APB Opinion No. 30. Further, any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods
presented, that does not meet the criteria in APB Opinion No. 30 for extraordinary item classification, is required to be reclassified to continuing operations. SFAS 145 also amends
Statement 13, "Accounting for Leases" to require certain lease modifications that have economic effects similar to sale-leaseback transactions to be accounted for in the same manner as
sale-leaseback transactions. SFAS 145 is effective
for our January 31, 2004 consolidated financial statements, with early adoption encouraged. We currently believe the adoption of SFAS 145 will require the $254,000 loss on extinguishment
of debt recorded on our January 31, 2001 consolidated statement of income to be reclassified from an extraordinary item to continuing operations.

3.    Public Stock Offering

On May 6, 2002, we completed a public offering for the sale of 3,162,500 shares of our common stock at the offering price of $28.50 per share. We received
proceeds of approximately $84.8 million, net of all offering costs.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Some statements contained in this Quarterly Report on Form 10-Q are forward-looking statements as defined in the Private Securities Litigation Reform Act of
1995. Such statements include statements relating to, among other things:



These
forward-looking statements are subject to numerous risks, uncertainties and assumptions, including local, regional and national economic conditions; the availability of new
products; competition in our targeted markets; the availability of adequate financial resources; the timing of new store openings; weather conditions in our markets; and other factors discussed in our
Annual Report on Form 10-K for the fiscal year ended January 31, 2002. We disclaim any obligation to update forward-looking statements, whether as a result of new
information, future events or otherwise.

Results of Operations

Sales.Sales for the three months ended July 31, 2002 increased 21% to $142.0 million from
$117.6 million for the three months ended July 31, 2001. Sales for the six months ended July 31, 2002 increased 22% to $284.2 million from $232.7 million for the six
months ended July 31, 2001. The increase in sales was substantially the result of the ten new stores we opened from May 1, 2001 to July 31, 2002. Sales of comparable stores were
up 1% for the three and six months ended July 31, 2002. Comparable store sales include sales for stores open at least 13 months and exclude (i) sales for stores recently relocated
and expanded until 13 months after completion and (ii) sales for stores in new markets until 13 months after 75% of the initial number of stores planned for that market have
opened.

Gross Profit.Gross profit for the three months ended July 31, 2002 increased 18% to $45.2 million (31.9% of
sales) from $38.4 million (32.7% of sales) for the three months ended July 31, 2001. Gross profit for the six months ended July 31, 2002 increased 20% to $89.1 million
(31.3% of sales) from $74.0 million (31.8% of sales) for the six months ended July 31, 2001. The decrease in gross profit as a percentage of sales for the three and six month periods
ended July 31, 2002 were primarily due to a shift in our merchandise mix to the television category away from audio products, direct broadcast satellite (DBS) and the related home installation
revenues.

Selling, General and Administrative.Selling, general and administrative expenses for the three months ended July 31,
2002 were $43.9 million (30.9% of sales) compared to $35.5 million (30.2% of sales) for the three months ended July 31, 2001. Preopening expenses were $1,861,000 for the second
quarter of this year compared to $911,000 for the same quarter in the previous year and represented 54 basis points of the increase in selling, general and administrative expenses. The
remaining 16 basis points of the increase was attributable to higher fixed expenses related to the new stores that have not reached sales maturity, partially offset by lower net advertising expenses
for the quarter. Selling, general and administrative expenses for the six months ended July 31, 2002 were $84.8 million (29.8%

8

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of sales) compared to $68.2 million (29.3% of sales) for the same period in the prior year primarily for the same reasons described above.

Income From Operations.As a result of the foregoing, we recorded income from operations of $1.3 million (1.0% of
sales) for the three months ended July 31, 2002 compared to income from operations of $2.9 million (2.5% of sales) for the three months ended July 31, 2001. Income from operations
was $4.3 million (1.5% of sales) for the six months ended July 31, 2002 compared to income from operations of $5.8 million (2.5% of sales) for the six months ended July 31,
2001.

Net Interest Income/Expense.We recorded net interest income of $39,000 and net interest expense of $154,000 for the three
and six months ended July 31, 2002, respectively, compared to net interest
expense of $31,000 and $89,000 for the three and six months ended July 31, 2001, respectively. We used a portion of the proceeds from our May 6, 2002 public offering to repay
approximately $61.7 million then outstanding under our revolving line of credit.

Liquidity and Capital Resources

Historically, our 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. Our primary cash requirements are related to expenditures for new store openings and the relocation and/or remodeling of existing store locations. These expenditures include
leasehold improvements, fixtures and equipment, additional inventory requirements, preopening expenses and selling, general and administrative expenses. We currently operate a total of 54 stores in 13
states.

Net
cash used in operating activities was $6.4 million for the six months ended July 31, 2002 compared to net cash provided by operating activities of $16.2 million
for the six months ended July 31, 2001. Our inventory at July 31, 2002 was up 39% compared to July 31, 2001 because of inventory purchases for seven new stores we opened in
August 2002 as well as inventory purchases associated with the completion of our new plasma and LCD television displays in all stores. Accounts payable increased less than our inventory due to
the advance purchases required for these new stores.

Net
cash used in investing activities was $27.3 million for the six months ended July 31, 2002 primarily for capital expenditures for new store openings and continued
implementation of our new management information system. Net cash used in investing activities was $20.5 million for the six months ended July 31, 2001, which included capital
expenditures of $25.0 million directly related to new store openings, the installation of warehouse management software, the reconfiguration of our warehouse distribution center and
implementation of our new management information system. This amount was partially offset by $4.5 million in proceeds we received from a sale-leaseback arrangement on a new store in
Colorado Springs, Colorado.

We
expect total capital expenditures of approximately $40 million in fiscal 2003, primarily for new store openings, a remodel of our Fort Collins, Colorado store (completed in
June 2002) and implementation of our new management information system. We plan to open four additional new stores during the remainder of fiscal 2003 and have signed leases for each of these
locations. The cost of new stores is anticipated to average approximately $3.3 million per store during fiscal 2003, which amount includes leasehold improvements, fixtures and equipment,
inventory (net of payables) and preopening expenses. Leasehold improvements and fixtures and equipment are expected to average approximately $2.2 million per store, depending on tenant
allowances. The inventory requirement for each new store is expected to average approximately $1.6 million, approximately $800,000 of which will be financed through trade credits from our
vendors. Preopening expenses for new stores are expected to average approximately $350,000, and include costs for advertising prior to opening and recruitment and training of new employees. If we
relocate existing stores, preopening costs are expected to average $150,000 and will be higher if we are required to terminate existing store leases prior to their maturity.

9

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We anticipate capital expenditures of approximately $5 million to complete the implementation of our new management information system.

Net
cash provided by financing activities was $50.6 million for the six months ended July 31, 2002 compared to net cash provided by financing activities of
$8.2 million for the six months ended July 31, 2001. Net cash provided by financing activities for the six months ended July 31, 2002 was primarily the result of the net proceeds
we received from our May 6, 2002 offering partially offset by the repayment of our revolving line of credit. Net cash provided by financing activities for the six months ended July 31,
2001 was primarily related to net borrowings on our revolving line of credit.

On
September 28, 2001, we entered into a three-year $50 million credit agreement with Wells Fargo Finance, LLC. On December 12, 2001, we amended the
agreement to increase the credit limit to $80 million. Borrowings under this revolving line of credit are limited to the lesser of (i) $80 million or (ii) 75% of eligible
inventory plus the lesser of 75% of eligible accounts receivable and $2.5 million. Amounts borrowed bear interest, payable monthly, based on a blend of (i) LIBOR plus 1.75% to 2.25% and
(ii) Wells Fargo Bank's prime rate minus 0.375%. Inventories, bank accounts, accounts receivable, equipment, intangibles, negotiable instruments, investment property, intellectual property and
equity interests in our subsidiaries secure the borrowings. The facility includes negative covenants that restrict our ability to incur indebtedness, create liens, enter into mergers and
consolidations, pay dividends, repurchase our capital stock, issue guarantees, sell or otherwise dispose of assets and engage in transactions with affiliates without the written consent of the bank.
The facility also contains covenants regulating our gross margins, inventory levels, tangible net worth and capital expenditures. We were in compliance with all borrowing covenants as of
July 31, 2002. As of July 31, 2002, we had a borrowing base of approximately $80 million, and no amounts were outstanding. On May 6, 2002, we completed a public offering
for the sale of 3,162,500 shares of our common stock at an offering price of $28.50 per share. We received proceeds of approximately $84.8 million, net of all offering costs. We used a portion
of the proceeds from our offering to pay down our revolving line of credit, in full, on May 6, 2002.

We
believe that the remaining proceeds from our offering, together with our cash flows from operations and borrowings under our revolving line of credit, will be sufficient to fund our
operations, debt repayment and anticipated expansion through fiscal 2005. To fund the capital requirements for our anticipated expansion plans beyond that time, we may be required to seek additional
financing, which could include an increase in our revolving line of credit or additional debt or equity financings. We may also remortgage our Thornton, Colorado facility. We may not be able to obtain
such funds on favorable terms, if at all.

Impact of Inflation

We believe that inflation has not had a significant effect on results of operations during the last few years. We cannot predict whether inflation will have an
impact on our results of operations in the future.

Seasonality

Our business is affected by seasonal consumer buying patterns. As is the case with many other retailers, our sales and profits have been greatest in our fourth
quarter (which includes the holiday selling season). Due to the importance of the holiday selling season, any factors negatively impacting the holiday selling season could have a material adverse
impact on our financial condition and results of operations.

10

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Item 3.    Qualitative and Quantitative Disclosures About Market Risk

The following discusses our exposure to market risks related to changes in interest rates and other general market risks. All of our investment and financing
decisions are supervised or managed by our executive officers. All of our merchandise inventory purchases are denominated in U.S. dollars.

Cash and Cash Equivalents.As of July 31, 2002, we had $19.5 million in cash and cash equivalents, which was
not restricted, and consisted of: (i) approximately $18.0 million invested in overnight treasury repurchase agreements with an average interest rate of 1.6%; and
(ii) approximately $1.5 million in various non-interest bearing accounts. We consider all highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.

Outstanding Debt of the Company.We are exposed to market risk due to changes in U.S. interest rates. We do not engage in
financial transactions for trading or speculative purposes. We have an $80 million revolving line of credit. Amounts borrowed under the $80 million revolving line of credit bear interest
based on a blend of (i) LIBOR plus 1.75% to 2.25% and (ii) Wells Fargo Bank's prime rate minus 0.375%. We had no borrowings under our revolving line of credit as of July 31, 2002.
An increase in the interest rate on any future borrowings on our revolving line of credit of 44 basis points (a 10% change from the bank's reference rate as of July 31, 2002) would have no
material effect on our operating results. We have not hedged against interest rate changes.

11

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Part II.    OTHER INFORMATION

Item 1.    Legal Proceedings.

None

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 2002 Annual Meeting of Stockholders of Ultimate Electronics, Inc. was held on June 18, 2002. At the meeting, David J. Workman, Randall F.
Bellows and Larry D. Strutton were elected as Class II Directors for three-year terms expiring at the 2005 Annual Meeting of Stockholders. William J. Pearse, J. Edward McEntire,
Alan E. Kessock and Robert W. Beale continue in their respective terms as Directors of the Company.

The
matters voted upon and passed at the Meeting were (i) the election of the above noted Directors, (ii) the amendment of the Company's Amended and Restated 2000 Equity
Incentive Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan to 2,950,000 shares and to eliminate the automatic annual increase provision and
(iii) the ratification of the appointment of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending January 31, 2003. The results of the
voting on these matters is outlined in the following table:

|Proposal                                                                             |                    | Votes
For  |            | Votes
Against/
Withheld |           | Votes
Abstained |   | Broker
Non-votes
|------------------------------------------------------------------------------------ | ------------------ | ---------- | ---------- | ----------------------- | --------- | --------------- | - | ----------------
|(i) Election of Directors:                                                           |                    |            |            |                         |           |                 |   |                 
|                                                                                     | David J. Workman   |            | 11,182,279 |                         | 2,226,277 |                 |  |                 
|                                                                                     | Randall F. Bellows |            | 12,688,845 |                         | 719,711   |                 |  |                 
|                                                                                     | Larry D. Strutton  |            | 12,689,688 |                         | 718,868   |                 |  |                 
|(ii) Proposal to amend the Company's Amended and Restated 2000 Equity Incentive Plan |                    | 8,302,859  |            | 4,182,606               |           | 10,529          |   | 912,562         
|(iii) Ratification of Ernst & Young LLP                                              |                    | 13,003,710 |            | 403,644                 |           | 1,202           |   |                

Item 5.    Other Information.

None

Item 6.    Exhibits and Reports on Form 8-K.





12

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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.

|      |  |                    |  | Ulitmate Electronics, Inc.
|----- |  | ------------------ |  | --------------------------
|Date: |  | September 13, 2002 |  | By:                       

CERTIFICATIONS

I, J. Edward McEntire, certify that:

1.    I
have reviewed this Quarterly Report on Form 10-Q of Ultimate Electronics, Inc.;

2.    Based
on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; and

3.    Based
on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods represented by this Quarterly Report.

|Date:    September 13, 2002 |  |                                                                
|--------------------------- |  | ---------------------------------------------------------------
|                            |  | /s/J. EDWARD MCENTIREJ. Edward McEntire Chief Executive Officer

I, Alan E. Kessock, certify that:

1.    I
have reviewed this Quarterly Report on Form 10-Q of Ultimate Electronics, Inc.;

2.    Based
on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; and

3.    Based
on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial
condition, results of

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operations and cash flows of the registrant as of, and for, the periods represented by this Quarterly Report.

|Date:    September 13, 2002 |  |                                                          
|--------------------------- |  | ---------------------------------------------------------
|                            |  | /s/ALAN E. KESSOCKAlan E. Kessock Chief Financial Officer

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