IPO Company Profile
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Shoe Pavilion, Inc.
3200-F Regatta Boulevard, Richmond, CA 94804 * (510) 970-9775

The company is the largest independent off-price footwear retailer on the West Coast that offers a broad selection of women's and men's designer label and name brand merchandise.

Primary Underwriting Group
ManagerTierPhone
Van Kasper & CompanyLead Manager (415) 954-0630

Offering Information
NASNTL:SHOE Retail: SIC 5661
Type of Shares:Common Shares Filing Date:12/10/97
U.S. Shares:2,000,000 Offer Date:2/23/98
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,000,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.49
Offering Amount: $20,000,000 Selling:$0.25
Expenses:$800,000 Reallowance:$0.10
Post-IPO Shares:6,300,000
Employees:213

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Orrick, Herrington & Sutcliffe
Bank's Law Firm: Cooley Godward Castro Huddleson & Tatum
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$30.32$32.19$21.94Assets:$22.84
Net Income:$0.92$1.49$0.68Curr Assets:$20.77
EPS:$0.18$0.29Liabilities:$16.75
Prior EPS:Curr Liab:$15.76
Cash Flow/Oper:$0.57-$1.77$1.78Equity:$6.09
Cash Flow/Fin:$0.09$2.91-$1.33Cash:$0.25
Cash Flow/Inv:-$0.57-$1.08-$0.36Working Cap:$5.00

Competition
The retail footwear market is highly competitive, and the Company expects the level of competition to increase. The Company competes with off-price and discount retailers (e.g., Nordstrom Rack, Payless ShoeSource, Ross Dress for Less and Famous Footwear), branded retail outlets (e.g., Nine West), national retail stores (e.g., Nordstrom, Marshalls, Macy's, Sears, J.C. Penney, Loehmann's, Robinsons-May and Mervyn's), traditional shoe stores and mass merchants. Many of these competitors have stores in the markets in which the Company now operates and in which it plans to expand. Many of the Company's competitors have significantly greater financial, marketing and other resources than the Company. In addition, there can be no assurance that future participants will not enter the off-price segment of the footwear market. Competitive pressures resulting from competitors' pricing policies could materially adversely affect the Company's gross margins. There can be no assurance that the Company will not face greater competition from other national, regional or local retailers or that the Company will be able to compete successfully with existing and new competitors. The inability of the Company to respond to such competition could have a material adverse effect on the Company's business, financial condition and results of operations.

Business Plan
The Company's objective is to be the leading off-price retailer of designer label and name brand footwear in each of the markets it serves. The Company's operating strategy is designed to allow the Company to offer its customers quality footwear typically at 30% to 70% below department store prices for the same shoes. The following summarizes key elements of the Company's operating strategy: (I) Off-Price Concept, Premium Name Brands, (ii) Broad Selection of Designer Footwear, (iii) Selective Bulk Purchases; Diverse Network, (iv) Self-Service Stores and (v) Operating Efficiency and Controls.

Use of Proceeds
The proceeds from the proposed offering will be used to repay bank borrowings, fund a distribution of S Corporation earnings to the company's current sole stockholder and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Dmitry Beinus1.000.71
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Dmitry BeinusChairman of the Board, President and Chief Executive Officer45
Peter G. HaneltDirector52
David H. FokmanDirector63
Robert R. HallVice President and Chief Operating Officer45
Linda C. HickeyVice President of Administration33
Gary A. SchwartzVice President of Finance, Chief Financial Officer, Secretary and Director45
Keith C. Gossett, Jr.Vice President of Operations39

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