IPO Company Profile
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Genesis Direct, Inc.
100 Plaza Drive, Secaucus, NJ 07094 * (201) 867-2800

The company is a leading database-driver specialty retailer in the rapidly growing universe of non-store shopping. The company offers products directly to consumers in targeted niche markets through catalogs, Internet websites and electronic media.

Primary Underwriting Group
ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-4850
Goldman, Sachs & Co.Co-manager (212) 902-5959
Invemed Associates Inc.Co-manager (212) 421-2500
Morgan Keegan & Company, IncorporatedCo-manager (901) 529-5357
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NASNTL:GEND Retail: SIC 5961
Type of Shares:Common Shares Filing Date:3/6/98
U.S. Shares:11,125,000 Offer Date:5/7/98
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:11,125,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $155,750,000 Selling:$0.59
Expenses:$0 Reallowance:$0.10
Post-IPO Shares:28,700,000
Employees:1190

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morrison & Foerster
Bank's Law Firm: Weil, Gotshal & Manges
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Ernst & Young

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
3/29/97 12/27/97 12/28/96 12/27/97
Revenue:$18.54$81.50$6.05Assets:$110.29
Net Income:-$13.51-$57.87-$5.72Curr Assets:$39.84
EPS:-$4.60$6.57-$2.73Liabilities:$80.42
Prior EPS:-$4.49Curr Liab:$40.22
Cash Flow/Oper:-$13.46-$57.44-$4.67Equity:$29.87
Cash Flow/Fin:$44.18$87.21$29.18Cash:$7.62
Cash Flow/Inv:-$24.97-$30.09-$18.69Working Cap:-$0.38

Competition
The markets for the Company's merchandise are highly competitive, and the recent growth in these markets has encouraged the entry of many new competitors as well as increased competition from established companies. Within each merchandise category the Company has significant competitors and may face new competition from new entrants or existing competitors who focus on market segments currently served by the Company. These competitors include large retail operations, including some with catalog operations, other catalog and direct marketing companies and internet retailers. Increased competition could result in pricing pressures, increased marketing expenditures and loss of market share and could have a material adverse effect on the Company's results of operations.

Business Plan
The key elements of the Company's operating strategy are as follows: (I) Target and Penetrate Niche Markets; (ii) Develop Centralized State-Of-The-Art Infrastructure; (iii) Offer Proprietary, Personalized and Hard-To-Find Products; (iv) Utilize Multiple Marketing Channels; Build Lifetime Customer Relationships and (v) Attract and Retain Experienced Management Team.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including debt reduction, acquisitions, capital expenditures and working capital.

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