IPO Company Profile
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Pawnmart, Inc.
301 Commerce Street, Suite 3600, Fort Worth, TX 76102 * (817) 335-7296

The company is a financial services and specialty retail enterprise principally engaged in establishing and operating stores which advance money secured by the pledge of tangible personal property and sell pre-owned merchandise to consumers.

Primary Underwriting Group
ManagerTierPhone
First London Securities CorporationLead Manager (800) 248-9461

Offering Information
NASSCM:PMRT Retail: SIC 5999
Type of Shares:Common Shares Filing Date:10/23/97
U.S. Shares:1,200,000 Offer Date:3/16/98
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,200,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $6,000,000 Selling:$0.30
Expenses:$350,000 Reallowance:$0.10
Post-IPO Shares:9,120,498

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Jordann, Howard & Pennington
Bank's Law Firm: Gardere & Wynne
Registrar/Transfer Agent: Harris Trust & Savings Bank
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/26/97 7/27/97 7/28/96 7/27/97
Revenue:$7.90$4.51$3.44Assets:$7.26
Net Income:-$3.06-$1.50-$1.55Curr Assets:
EPS:-$0.28-$0.10-$0.15Liabilities:$12.22
Prior EPS:-$0.42Curr Liab:
Cash Flow/Oper:-$2.36Equity:-$4.95
Cash Flow/Fin:$3.43Cash:
Cash Flow/Inv:-$1.06Working Cap:$3.51

Competition
The Company encounters significant competition in connection with the operation of its business. In connection with lending operations, the Company competes with other pawnshops (owned by individuals and by large operators) and certain financial institutions, such as consumer finance companies, which generally lend on an unsecured as well as on a secured basis. The Company's competitors in connection with its retail sales include numerous retail and discount stores. Many competitors have greater financial resources than the Company, including Cash America International, Inc. and EZCORP, Inc. These competitive conditions may adversely affect the Company's revenues, profitability and ability to expand.

Business Plan
The pawnshop industry is a multi-billion dollar, rapidly growing industry and is highly fragmented. Of the approximately 13,000 pawnshops in the United States, the industry's four public companies collectively own approximately five percent. The Company's strategic objective is to capitalize upon growth opportunities afforded by this highly fragmented industry through a roll-out of its stores. To achieve its strategic objective, the Company has adopted the following strategy: (I) Operational Excellence, (ii) Strategic Market Positioning, (iii) Establish -- Rather Than Acquire -- Pawnmart Stores That Meet Sit Selection, Store Size and Configuration Requirements In Selected Market, (iv) Leverage the Company's Targeted Database Marketing Segmentation System, (v) Continued Utilization of Information Technology, (vi) Rapid Expansion in Metropolitan Areas in States with Favorable Pawn Regulation and (vii) Franchise Operations in Smaller Markets.

Use of Proceeds
The proceeds from the proposed offering will be used to establish new stores, repay indebtedness and for working capital and general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Carson R. Thompson5.20%4.10%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Carson R. ThompsonChief Executive Officer and Chairman of the Board58
Robert D. Bourland, Jr.President, Chief Operating Officer and Director56
Thomas W. WhiteVice President -- Finance and Chief Accounting Officer28
Randall L. HadenVice President -- Information Services36

Additional Underwriter Compensation
Warrant to purchase 200,000 shares/units at a nominal price.

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