<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, 1999

                                       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 13, 1999 was
8,238,393.



<PAGE>

                           ULTIMATE ELECTRONICS, INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<S>        <C>                                                                         <C>
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements:                                                       Page No.

           Condensed Consolidated Balance Sheets as of July 31, 1999 (unaudited) and
           January 31, 1999 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 3

           Consolidated Statements of Operations for the three and six months ended
           July 31, 1999 and July 31, 1998 (unaudited) .  .  .  .  .  .  .  .  .  .  .  . 4

           Condensed Consolidated Statements of Cash Flows for the six months ended
           July 31, 1999 and July 31, 1998 (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   .  .  .  .  .  . 11



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
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           ULTIMATE ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    (amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                           July 31,     January 31,
                                                             1999          1999
                                                         ------------  -----------
                                                         (Unaudited)
<S>                                                      <C>           <C>
ASSETS:
Current assets:
   Cash and cash equivalents                               $   6,113   $    4,421
   Accounts receivable, net                                   17,108       17,814
   Merchandise inventories                                    46,722       46,908
   Other assets                                                1,608        1,087
                                                         ------------  -----------
      Total current assets                                    71,551       70,230

Property and equipment, net                                   45,118       46,636
Property under capital leases, including related
  parties, net                                                 1,564        1,729
Goodwill, net                                                  2,163        2,300
Other assets                                                     992        1,009
                                                         ------------  -----------
Total assets                                              $  121,388   $  121,904
                                                         ------------  -----------
                                                         ------------  -----------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                        $  28,626    $  29,888
   Other current liabilities                                  13,785       13,602
                                                         ------------  -----------
      Total current liabilities                               42,411       43,490
Revolving line of credit                                      11,978       13,188
Bonds payable                                                 13,000       13,000
Term loans                                                       165          330
Capital lease obligations, including related parties           1,810        1,841
Deferred tax liability                                         2,380        2,380
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 - 10,000,000
      Issued and outstanding shares, 8,232,645 and
      8,160,796 at July 31, 1999 and January 31, 1999             82           81
   Additional paid-in capital                                 34,123       33,912
   Retained earnings                                          15,439       13,682
                                                         ------------  -----------
      Total stockholders' equity                              49,644       47,675
                                                         ------------  -----------
Total liabilities and stockholders' equity                $  121,388   $  121,904
                                                         ------------  -----------
                                                         ------------  -----------
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                           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,
                                                       -------------------------  --------------------------
                                                           1999         1998          1999          1998
                                                       ------------  -----------  ------------  -----------
<S>                                                    <C>           <C>          <C>           <C>
Sales                                                    $  86,309    $  71,182   $   166,612   $   142,064
Cost of goods sold                                          59,828       49,279       116,616       101,901
                                                       ------------  -----------  ------------  ------------
Gross profit                                                26,481       21,903        49,996        40,163
Selling, general and administrative expenses                23,688       20,675        45,814        41,373
                                                       ------------  -----------  ------------  ------------
Income (loss) from operations                                2,793        1,228         4,182       (1,210)
Interest expense, net                                          707        1,127         1,388         2,198
                                                       ------------  -----------  ------------  ------------
Income (loss) before income taxes                            2,086          101         2,794       (3,408)
Income tax expense (benefit)                                   768           43         1,037       (1,255)
                                                       ------------  -----------  ------------  ------------
Net income (loss)                                        $   1,318    $      58   $     1,757   $   (2,153)
                                                       ------------  -----------  ------------  ------------
                                                       ------------  -----------  ------------  ------------


Earnings (loss) per share - Basic                        $    . 16    $    . 01     $    . 21    $   (. 26)
Earnings (loss) per share - Diluted                      $    . 15    $    . 01     $    . 20    $   (. 26)
Weighted average shares outstanding - Basic                  8,211        8,151         8,187         8,145
Weighted average shares outstanding - Diluted                8,926        8,221         8,866         8,145
</TABLE>


     See accompanying notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                            ULTIMATE ELECTRONICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                              (amounts in thousands)
<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                  July 31,
                                                          -------------------------
                                                             1999          1998
                                                          -----------  ------------
<S>                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities                  $   4,613    $    1,589

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                          (1,609)         (543)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net paydown on revolving line of credit                      (1,210)         (273)
Principal payments on term loans and capital lease
obligations                                                    (314)         (292)
Proceeds from exercise of stock options                          212            16
                                                          -----------  ------------
Net cash used in financing activities                        (1,312)         (549)
                                                          -----------  ------------
Net increase in cash and cash equivalents                      1,692           497

Cash and cash equivalents at beginning of period               4,421         2,006
                                                          -----------  ------------
Cash and cash equivalents at end of period                 $   6,113     $   2,503
                                                          ===========  ============
</TABLE>


     See accompanying notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                           ULTIMATE ELECTRONICS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  JULY 31, 1999


1.   ACCOUNTING POLICIES

     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, 1999 are not necessarily indicative of the
     results that may be expected for the year ending January 31, 2000. Seasonal
     fluctuations in sales of the Company's products result primarily from the
     purchasing patterns of individual consumers during the Christmas holiday
     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 to Stockholders for the year ended
     January 31, 1999.

2.   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.


                                       6
<PAGE>

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 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, statements about business strategy, expansion
           strategy and competition; 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 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, the risks associated with Year 2000 issues as
           well as 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, 1999 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 ended July 31, 1999 increased 21% to $86.3
           million from $71.2 million for the three months ended July 31, 1998.
           Sales for the six months ended July 31, 1999 were $166.6 million, a
           17% increase from sales of $142.1 million for the same period in the
           prior year. Sales of comparable stores were up 20% and 17%,
           respectively, for the three and six months ended July 31, 1999. As
           announced on May 21, 1998, the Company significantly reduced its
           computer assortment. Excluding the computer category, comparable
           store sales were up 20% for the six months ended July 31, 1999.
           Beginning in the fourth quarter of the prior year, the Company began
           mailing an 80-plus page color catalog to its customer base on a
           quarterly basis. The catalog, along with refinements to the Company's
           merchandising and sales systems and a favorable retail electronics
           market in general, contributed to the increase in comparable store
           sales in the current year.

           Gross profit for the three months ended July 31, 1999 increased 21%
           to $26.5 million (30.7% of sales) from $21.9 million (30.7% of sales)
           for the three months ended July 31, 1998. Gross profit for the six
           months ended July 31, 1999 increased to $50.0 million (30.0% of
           sales) from $40.2 million (28.3% of sales) for the six months ended
           July 31, 1998. For the six months ended July 31, 1999, the improved
           gross margins were primarily the result of increased sales in the
           Company's higher margin core categories including audio, television
           and mobile electronics. The prior year's margin was negatively
           impacted by $700,000 in increased inventory reserves recorded in the
           first quarter of fiscal 1999 associated with the decision to reduce
           the Company's computer assortment.

           Selling, general and administrative expenses for the three months
           ended July 31, 1999 increased 15% to $23.7 million (27.5% of sales)
           from $20.7 million (29.0% of sales) for the three months ended July
           31, 1998. Selling, general and administrative expenses for the six
           months ended July 31, 1999 increased to $45.8 million (27.5% of
           sales) from $41.4 million (29.1% of sales) for the six months ended
           July 31, 1998. The decrease in selling, general and administrative
           expenses as a percentage of sales was primarily due to the leveraging
           of the Company's fixed expenses against the 20% and 17% comparable
           store sales increases that the Company achieved in the first and
           second quarters of the current year as well as the cost control
           measures implemented after the first quarter of the prior year.

           As a result of the foregoing, the Company recorded income from
           operations of $2.8 million (3.2% of


                                       7
<PAGE>

           sales) for the three months ended July 31, 1999, compared to income
           from operations of $1.2 million (1.7% of sales) for the three months
           ended July 31, 1998. Income from operations for the six months ended
           July 31, 1999 was $4.2 million (2.5% of sales) compared to a loss
           from operations of $1.2 million (0.8% of sales) for the six months
           ended July 31, 1998.

           Interest expense decreased to $707,000 and $1.4 million for the three
           and six months ended July 31, 1999 from $1.1 million and $2.2 million
           for the three and six months ended July 31, 1998. This decrease was
           due primarily to lower average amounts outstanding under the
           Company's revolving line of credit as well as a reduction in the
           interest rate associated with the change in the line of credit from
           Norwest Bank to Foothill Capital Corporation.

           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 loans and issuances of common stock. The Company's
           primary capital requirements are directly related to expenditures for
           new store openings and/or remodeling of existing store locations. The
           Company currently operates a total of 30 stores in nine states.

           Net cash provided by operations was $4.6 million for the six months
           ended July 31, 1999 compared to $1.6 million for the six months ended
           July 31, 1998.

           In March 1995, the Company issued $13.0 million aggregate principal
           amount of 10.25% First Mortgage Bonds and received net proceeds of
           $12.3 million. The proceeds of the bond offering were used to fund a
           substantial portion of the construction of the Company's warehouse,
           offices, service and store facility in Thornton, Colorado. Interest
           accrues at a rate of 10.25% per year until maturity or earlier
           redemption. The Company is required to redeem $3.25 million aggregate
           principal amount of the bonds (reduced to the extent of the bonds
           previously purchased or redeemed by the Company) on January 31, 2002
           and on January 31 of each of the three years thereafter, at a
           redemption price equal to par plus accrued interest to the date of
           redemption. The bonds are redeemable at par on or after March 31,
           2000 and are secured by the Company's Thornton facility.

           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 may be
           as small 20,000 square feet. With the exception of the Thornton
           Facility, all stores are leased. The Company has begun analyzing new
           store opportunities in existing markets to replace some of the
           Company's smaller locations. In fiscal 2000, the Company expects
           to complete construction to expand a Minneapolis, Minnesota store
           from 10,000 to 18,000 square feet and to relocate and expand its
           Sioux Falls, South Dakota store from 3,200 to 22,000 square feet.
           In fiscal 2001, a 10,000 square foot store located in the
           Minneapolis/St. Paul area is planned to be relocated to a 35,000
           square foot store. The Company also expects to relocate and expand
           its Arvada, Colorado store within the next 18 months 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 Company is currently constructing a 36,000 square foot store in
           Davenport, Iowa that is expected to open by the end of fiscal 2000.
           For fiscal 2001, the Company expects to open six to eight new
           stores, primarily in the Phoenix metropolitan area, and eight
           to twelve additional stores in fiscal 2002. At the present time, no
           leases have been signed for the Phoenix stores but the Company has
           entered into letters of intent and is negotiating leases for several
           of the sites. The Company currently anticipates opening some of the
           Phoenix stores in the second quarter of fiscal 2001 and additional
           Phoenix stores prior to the holiday selling season of fiscal 2001.
           The cost of these future stores is anticipated to average $3.0
           million, depending on tenant allowances and includes preopening
           expenses, leasehold improvements, fixtures, equipment and inventory
           (net of payables). 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 of
           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


                                       8
<PAGE>

           inventory requirement for the Company's new stores is expected to
           average approximately $1.5 million, approximately $750,000 of which
           is financed through trade credit.

           On September 30, 1998, the Company executed a three-year $40 million
           credit agreement with Foothill Capital Corporation (a wholly owned
           subsidiary of Norwest Bank). Borrowings under the Company's 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, 1999, the entire $40 million facility was available to the
           Company, of which $12.0 million was outstanding. Borrowings bear
           interest, payable monthly, based on a blend of LIBOR plus 2.0% and
           Norwest Bank's prime rate minus 0.375%. Borrowings are secured by
           inventories, accounts receivable, equipment and intangibles. The
           facility includes negative covenants which limit the Company's
           ability to, among other things, subject to various exceptions, incur
           indebtedness, create liens, enter into mergers and consolidations,
           issue guarantees, sell or transfer assets, foreign inventory, prepay
           or retire any debt owed to third parties, make investments or engage
           in transactions with affiliates. The facility also contains covenants
           regulating the Company's gross margin, inventory levels, tangible net
           worth and capital expenditures. The Company was in compliance with
           all borrowing covenants at July 31, 1999.

           The Company believes that its cash flow from operations and
           borrowings under its current credit facility will be sufficient to
           fund the Company's operations and debt repayment for fiscal 2000. To
           fund the capital requirements for its anticipated expansion plans
           beyond fiscal 2000, 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.
           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). Operating results are dependent
           upon a number of factors, including discretionary consumer spending,
           which is affected by local, regional or 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 and related expenses, the success of new
           stores and the impact of new stores on existing stores, among others.
           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, product
           availability and the costs associated with the opening of new stores.

           YEAR 2000

           Until recently, most computer programs were written to store only two
           digits of date-related information in order to more efficiently
           handle and sort data. As a result, these programs were unable to
           properly distinguish between dates occurring in the year 1900 and
           dates occurring in the year 2000. This is referred to as the "Year
           2000 Issue". During fiscal 1999, the Company reviewed all
           applications and equipment to evaluate the Company's exposure to the
           Year 2000 Issue. The required modifications to existing systems were
           identified, and plans were developed for upgrades or remediation. The
           Company anticipates that all upgrades and remediation will be
           completed by October 31, 1999.

           The Company's primary information system software is provided by
           Tyler Retail Systems, Inc. ("Tyler") of Clearwater, Florida. This
           software operates the vast majority of the Company's systems and has
           been evaluated for Year 2000 compliance. Tyler has assured the
           Company that with the current software and


                                       9
<PAGE>

           the pending upgrade, the Company's system will be Year 2000 compliant
           by October 31, 1999. The Company began the upgrade process in the
           first quarter of fiscal 2000. The Company believes that no other
           significant modifications to the Tyler software will be necessary.
           The Company's system review also identified that some older hardware
           and software were not Year 2000 compliant. These items were few in
           number and have been replaced with Year 2000 compliant products. In
           the opinion of the Company, costs of these upgrades will not be
           material to the financial condition or operation of the Company. The
           Company is also in communication with third parties with whom it does
           significant business in order to assess their Year 2000 compliance
           and minimize the potential for adverse consequences, if any, that
           could result from failure of such entities to address this issue.
           Year 2000 issues do present risks that are outside of the control of
           the Company, including, but not limited to, the failure of utility
           companies to provide electricity, the failure of telecommunication
           companies to provide voice and data transfer services, the failure of
           financial services companies to process transactions or transfer
           funds and the failure of third-party vendors or suppliers to become
           Year 2000 compliant. In the event of the failure of the Company or
           Tyler to become timely Year 2000 compliant, the Company has not
           identified a near-term economically feasible alternative for
           operations support, and would be required to resort to manual or
           other processing methods. With regard to any Year 2000 failure by
           third-party product suppliers, the Company plans to pursue
           alternative suppliers for Year 2000 compliant products, however it
           anticipates its competitors will be similarly impacted in any such
           event. The Company can make no assurances that Year 2000 issues will
           not have an adverse effect on the Company's business, financial
           condition, or future operations. The information provided in this
           disclosure constitutes a "Year 2000 Readiness Disclosure" under the
           Year 2000 Information and Readiness Disclosure Act of 1998.


                                       10
<PAGE>

ITEM 3.    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

           OUTSTANDING DEBT OF THE COMPANY. As of July 31, 1999, the Company had
           outstanding debt of approximately $25.1 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 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 $12.0 million were
           outstanding as of July 31, 1999. 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 1999 Annual Meeting of Stockholders of Ultimate Electronics, Inc.
           was held on June 15, 1999. At the meeting, David J. Workman and
           Randall F. Bellows were elected as Class II Directors for three-year
           terms expiring at the 2002 Annual Meeting of Stockholders. William J.
           Pearse, J. Edward McEntire, Alan E. Kessock and Robert W. Beale
           continue 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 and the ratification of the appointment of
           Ernst & Young LLP as the Company's independent public accountants for
           the fiscal year ending January 31, 2000. The results of the voting on
           these matters is outlined in the following table.
<TABLE>
<CAPTION>
                                           VOTES           VOTES           VOTES
              PROPOSAL                      FOR           AGAINST        ABSTAINED
--------------------------------------------------------------------------------------
<S>                                      <C>              <C>            <C>
Election of Directors:
    David J. Workman                     7,980,892                  -      16,074
    Randall F. Bellows                   7,980,892                  -      16,074
Ratification of Ernst & Young LLP        7,974,272         17,802           4,892
</TABLE>

ITEM 5.    OTHER INFORMATION.


                                       11
<PAGE>

           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.


                                       12
<PAGE>

                                   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 14, 1999            By:       /s/ Alan E. Kessock
     -----------------------------             --------------------------------
                                         Alan E. Kessock
                                         Senior Vice President, Chief Financial
                                         Officer, Secretary and a Director
                                         (Principal Financial and Accounting
                                         Officer)


                                       13