8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 12, 2005

TRM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Oregon	0-19657	93-0809419
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

5208 N.E. 122nd Avenue
Portland, Oregon 97230
(Address of Principal Executive Offices) (Zip Code)

(503) 257-8766
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release dated May 12, 2005, announcing financial results for the quarter ended March 31, 2005

Webcast Presentation dated May 12, 2005, discussing financial results for the quarter ended March 31, 2005

Item 2.02 Results of Operations and Financial Condition

     On May 12, 2005, TRM Corporation issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the press release, including unaudited financial information released as a part thereof, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     On May 12, 2005, a webcast and teleconference were held to discuss our financial results for the quarter ended March 31, 2005, pursuant to a press release dated May 3, 2005. A copy of the Webcast Presentation is furnished as Exhibit 99.2.

Item 9.01 Exhibits

     (c) Exhibits. The following exhibits are furnished with this Current Report on Form 8-K:

No.	Description
99.1	Press Release dated May 12, 2005, announcing financial results for the quarter ended March 31, 2005.
99.2	Webcast Presentation dated May 12, 2005, discussing financial results for the quarter ended March 31, 2005.

2

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 hereunto duly authorized.

	TRM Corporation Registrant
Date: May 16, 2005	By:	/s/ Daniel E. O’Brien
		Daniel E. O’Brien
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 12, 2005, announcing financial results for the quarter ended March 31, 2005. *
99.2	Webcast Presentation dated May 12, 2005, discussing financial results for the quarter ended May 12, 2005.*

* Filed electronically herewith

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EX-99.1

Exhibit 99.1

For further information, contact:

Danial J. Tierney, Executive Vice-President
Office: (503) 257-8766, Ext. 279
Fax: (503) 251-5473 / E-mail: dantierney@trm.com

TRM Corporation Reports Q1 2005 Financial Results

PORTLAND, Oregon, May 12, 2005 — TRM Corporation (NASDAQ: TRMM) today reported financial results for the first quarter ended March 31, 2005.

Recent highlights include:

•   Net sales increased 59% to $33.4 million from $21.0 million in Q1 2004

•   EBITDA increased 56% to $9.7 million compared to $6.2 million in Q1 2004

•   Net photocopy units increased 292 sites to 24,776 from year end 2004

•   Long-term ATM casino contract for deployment at certain Bally’s, Harrah’s, Hilton, and Resorts International properties, adding an estimated 1.3 million surcharged transactions per year

During Q1 2005, gross sales increased 127% to $58.8 million from $25.9 million in Q1 2004. The increase was generated by the Company’s ATM business, which had total gross sales of $48.1 million for the quarter compared to $12.0 million for the same period in 2004. Consolidated net sales were $33.4 million, a $12.4 million, or 59% increase compared to $21.0 million for the prior year period. The increase in net sales reflects the addition of approximately 15,700 ATM’s resulting from the acquisition of the eFunds ATM network, offset by a $2.5 million decline in net sales from the photocopy business during the quarter when compared to the prior year period. Net sales also reflects increased sales discounts, which represent the portion of gross sales retained by merchants and other third parties, which increased as the ATM revenue mix shifted from primarily full placement to mostly merchant owned ATMs due to the acquisition.

Cost of sales during Q1 2005 increased 65% to $17.5 million from $10.6 million in Q1 2004, but decreased as a percentage of gross sales to 30% from 41% in the same period of 2004. The increase in cost of sales is due to an increase of over 18,000 ATMs from Q1 2004 to Q1 2005. As a result of the growth in net sales, offset by the increase in cost of sales as described above, gross profit increased 53% to $15.9 million from $10.4 million last year.

Selling, general and administrative expenses (SG &A) were $11.3 million, a $5.1 million or 84% increase, compared to $6.1 million in Q1 2004. As a percentage of gross sales, SG&A declined to 19% from 24% in the comparable period of last year. The increase in SG&A on an absolute basis reflects increased labor expense necessary to accommodate the Company’s expanding business along with a $2.2 million increase in amortization expense, reflecting amortization of the intangible assets and debt issuance costs relating to ATM contracts acquired in 2004.

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EBITDA was $9.7 million in Q1 2005 as compared to $6.2 million for the prior year period, an increase of $3.4 million or 56% (See Attachment: Reconciliation of EBITDA to Net Income).

In Q1 2005, income from continuing operations was $1.7 million as compared to $2.6 million in Q1 2004, reflecting a $4.2 million increase in higher interest and amortization expense during the quarter. Net income was $0.11 per basic share in Q1 2005 compared to $0.25 in Q1 2004. There were an average of 14.4 million diluted shares outstanding in Q1 2005 compared to 8.0 million in Q1 2004. During Q1 2005, the Company incurred certain expenses related to the eFunds ATM network transition; the majority of these will be non-recurring, as described below, which have declined from the prior quarter and continue to decline;

•   $780,000 in SG&A expenses related to delayed staffing reductions and non-capitalized closing costs related to the eFunds ATM network acquisition.

•   $500,000 in operational expenses associated primarily with inefficiencies in armored car, cost of vault cash and third party service.

Included in GAAP net income for the quarter were certain non-cash charges primarily related to the eFunds ATM network acquisition including $1.9 million in amortization of intangible assets and $260,000 in amortization of financing fees. A reconciliation of GAAP earnings per share to adjusted earnings per share is as follows:

GAAP fully taxed, fully diluted earnings per share:	$	.10
Amortization of intangibles, net of tax:	$	.09
Amortization of financing fees, net of tax:	$	.01
Adjusted fully taxed, fully diluted earnings per share:	$	.20

SEGMENT HIGHLIGHTS

ATM

($ millions)	Q1 2005		Q1 2004		% Change
Sales		48.1		12.0		302	%
Discounts		23.6		2.4		892	%
Net Sales		24.5		9.6		155	%
Gross Profit		12.8		4.6		176	%
Operating Income		5.9		2.1		238	%
Gross Margin (% net sales)		52.2		48.4
Operating Margin (% net sales)		24.0		22.0
ATM Sales Drivers:
Total units (at the end of period)		21,672		3,597		503	%
Total withdrawals (millions)		18.6		4.0		365	%
Ave. monthly withdrawals per unit		306		388
Ave. sales per withdrawal		2.33		2.80
Ave. monthly sales per unit		713		1,084

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The increase in ATM sales and net sales reflects significantly more ATM units overall, a result of acquisitions during 2004 (in particular the eFunds ATM network acquisition) as well as organic unit growth. The difference in growth rate between gross sales and net sales reflects sales discounts, which represent the portion of gross sales retained by merchants, which increase as the ATM revenue mix shifts from primarily full placement to mostly merchant owned ATMs. The majority of contracts acquired in 2004 were with retail partners who own their ATMs, provide their own cash and as a result receive the majority of the surcharge.

The decreases in average monthly withdrawals per unit, average sales per withdrawal, and average monthly sales per unit are an expected result of the higher percentage of merchant owned ATMs, which are at lower transaction and surcharge levels leading to lower sales per unit.

PHOTOCOPY

($ millions)	Q1 2005		Q1 2004		% Change
Sales		10.7		13.9		(23	%)
Discounts		1.8		2.5		(28	%)
Net Sales		8.9		11.4		(22	%)
Gross Profit		3.1		5.8		(46	%)
Operating Income		0.5		2.9		(83	%)
Gross Margin (% net sales)		34.8		50.4
Operating Margin (% net sales)		5.5		24.1
Photocopy Sales Drivers:
Total units (at the end of period)		24,776		25,877		(4	%)
Total photocopies (millions)		129.5		161.8		(20	%)
Average monthly copies per unit		1,749		2,078
Sales per copy	$	0.083	$	0.086
Average monthly sales per unit	$	144	$	179

The decrease in net sales for Q1 2005 reflects a reduction in deployed units as TRM continued a program of eliminating lower volume sites that were unprofitable and experienced lower transaction volumes per unit when compared to the prior year period. Transaction volumes were also impacted by lower service levels in the UK photocopy business caused by demands on personnel who were implementing the UK ATM Triple DES conversion process (now complete). The decline in operating income was primarily the result of lower copy volumes and the slight decline in price per copy along with increased depreciation of $155K due to a change in minimum depreciation levels.

The Company has tested a significant price increase, which has resulted in improved profitability, and they are in the process of increasing prices throughout the North America copier estate.

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Balance Sheet:

The Company’s long-term debt, consisting of commercial loans and capital leases, increased to $124.6 million at March 31, 2005 from $121.8 million at December 31, 2004 primarily to fund organic growth. Shareholders’ equity at March 31, 2005 increased to $113.5 compared to $111.7 million at December 31, 2004 primarily as a result of continued profits.

Preferred Dividends:

On March 5, 2005, we announced that all of our preferred shares converted into common shares in accordance with the terms governing the preferred shares. As a result, beginning in Q2 2005, no additional preferred dividends will accrue. For Q1 2005, the charge for preferred dividend payments and related EITF accounting treatment was $202,000.

Forward Looking Statements:

Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, such as consumer demand for the Company’s services; access to capital; maintaining satisfactory relationships with the Company’s banking partners; technological change; the ability of the Company to control costs and expenses; competition and the Company’s ability to successfully implement its planned growth. Additional information on these factors, which could affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that could cause actual results to differ materially from those contained in any forward-looking statement. Undue reliance should not be placed on any forward-looking statement, which reflects management’s analysis only as of the date of the statement. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws.

-Attachments 1, 2 ,3 and 4 follow-

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Attachment 1

TRM CORPORATION
Consolidated Results of Operations
(In thousands, except per share data)
(unaudited)

	Three Months Ended
	3-31-04*			3-31-05
Sales	$	25,915		$	58,812
Sales discounts		4,899			25,407
Net sales		21,016			33,405
Cost of sales		10,618			17,499
Gross profit		10,398			15,906
Selling, general and administrative expense		6,120			11,263
Operating income		4,278			4,643
Other expense:
Interest		244			2,229
Other, net		154			(94	)
Income from continuing operations before provision for income taxes		3,880			2,508
Provision for income taxes		1,286			857
Income from continuing operations		2,594			1,651
Loss from discontinued operations		(81	)		—
Net Income	$	2,513		$	1,651
BASIC AND DILUTED PER SHARE INFORMATION:
Income from continuing operations	$	2,594		$	1,651
Preferred stock dividends		(375	)		(147	)
Income allocated to Series A preferred shareholders		(336	)		(57	)
Income from continuing operations available to common shareholders	$	1,883		$	1,447
Weighted average common shares outstanding		7,153			13,408
Basic income (loss) per share:
From continuing operations	$	0.26		$	0.11
From discontinued operations		(0.01	)		—
Net income	$	0.25		$	0.11
Weighted average common shares outstanding, assuming dilution		7,987			14,384
Diluted income (loss) per share:
From continuing operations	$	0.23		$	0.10
From discontinued operations		(0.01	)		—
Net income	$	0.22		$	0.10

* Results for quarter ended 03-31-04 restated (S-3 operations classified as discontinued at end of 2004)

Attachment 2

TRM Corporation
Consolidated Balance Sheet
(In thousands)
(unaudited)

	December 31,		March 31,
	2004		2005
Assets
Current assets:
Cash and cash equivalents	$	5,576	$	2,072
Accounts receivable, net		12,251		15,638
Income taxes receivable		115		90
Inventories		7,319		7,379
Prepaid expenses and other		5,011		5,269
Deferred tax asset		58		51
Total current assets		30,330		30,499
Equipment, less accumulated depreciation		72,265		73,901
Restricted cash — TRM Inventory Funding Trust		75,547		76,700
Goodwill		118,444		118,446
Other intangible assets, less accumulated amortization		51,241		50,369
Other assets		9,473		8,971
Total assets	$	357,300	$	358,886
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	18,234	$	14,778
Accrued expenses		8,891		7,821
Accrued expenses of TRM Inventory Funding Trust		154		149
Current portion of long-term debt		10,059		10,048
Current portion of obligations under capital leases		2,195		1,857
Total current liabilities		39,533		34,653
TRM Inventory Funding Trust note payable		74,105		75,353
Long-term debt		120,177		123,273
Obligations under capital leases		1,644		1,333
Deferred tax liability		8,168		8,866
Other long-term liabilities		241		228
Preferred dividends payable		220		147
Total liabilities		244,088		243,853
Minority interest		1,500		1,500
Shareholders’ equity:
Preferred stock		11,620		—
Common stock		81,075		92,798
Additional paid-in capital		63		63
Accumulated other comprehensive income		4,502		4,716
Retained earnings		14,452		15,956
Total shareholders’ equity		111,712		113,533
Total liabilities and shareholders’ equity	$	357,300	$	358,886

Attachment 3

TRM Corporation
Supplemental Data
(In thousands)
(unaudited)

	Three Months Ended
	03-31-04		03-31-05
Net sales:
Photocopy	$	11,411	$	8,878
ATM		9,605		24,527
	$	21,016	$	33,405
Operating income:
Photocopy	$	2,861	$	488
ATM		2,115		5,894
	$	4,976	$	6,382

Attachment 4

TRM Corporation
EBITDA Reconciliation
Q1 2005 vs. Q1 2004
(in millions — USD)

	2004											2005
	Q1		Q2		Q3		Q4		FY 04			Q1
Net income	$	2.5	$	2.7	$	2.1	$	0.5	$	7.9	*	$	1.7	**
Add:
Interest expense		0.2		0.3		0.1		1.1		1.7			2.2
Provision for income taxes		1.2		1.0		1.3		0.3		3.8			0.9
Depreciation and amortization		2.2		2.4		2.4		4.0		11.0			4.9
EBITDA		6.2		6.4		6.0		5.8		24.4			9.7

*	Includes acquisition transitional expenses of approximately $2 million incurred during the quarter
**	Includes acquisition transitional expenses of approximately $1.3 million incurred during the quarter

EX-99.2

Q1 2005 Review (c) 2005 TRM Corporation The information contained herein is subject to change without notice Exhibit 99.2

Forward Looking Statements Except for historical information contained herein, the matters discussed in this presentation contain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of TRM Corporation ("TRM") and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond TRM's control. TRM discusses certain of these factors in its Annual Report on Form 10 - K for 2004.

Q1 2005 Highlights Record EBITDA of $9.7M Record Net Sales of $33.4 M ATM contract signed with world's largest retailer - Wal-Mart Major new casino contract signed to include Bally's, Harrah's, Hilton, Resorts International properties Growth in copier estate - First in three years $700K recovery of insurance reimbursement settlement (Q2 impact)

Key Actions eFunds transition expenses Cash & armored car Third party service Staffing Transaction Pricing Copier price increase began 2x price legal copies Cumberland Farms to $1.95 surcharge EMV/Triple Des upgrade UK Completed in May Improve UK uptime - refocus on ATM & copier service

Overview Canada Canada United States United Kingdom United Kingdom 21,672 ATMs and 24,776 self-service photocopiers The TRM Network: 46,000+ Distribution Points

Consolidated P&L Q1 05 Q1 04 Net Sales $33.4 $21.0 Gross Profit $15.9 $10.4 Operating Income $4.6 $4.3 Income from Continuing Operations Income from Continuing Operations Income from Continuing Operations Income from Continuing Operations $1.7 $2.6 Loss from Discontinued Operations Loss from Discontinued Operations Loss from Discontinued Operations $0.0 -$0.1 Net Income $1.7 $2.5 EBITDA* $9.7 $6.2 EPS (basic) $.11 $.25 (in millions) *See reconciliation slide Q1 2005 vs. Q1 2004

Margin Analysis Q1 05 Q1 04 Gross Margin 47.6% 49.5% Operating Margin 13.9% 20.4% EBITDA Margin 29.0% 29.7% Net Profit Margin 4.9% 12.0% % Net Sales Q1 2005 vs. Q1 2004

Balance Sheet Q1 05 Q4 04 Total Assets $358.9 $357.3 Total Liabilities $243.9 $244.1 Total Equity $113.5 $111.7 Net Debt* $134.4 $128.5 Q1 2005 vs. Q4 2004 (in millions) *See reconciliation slide

Supplementary Review of Expenses Q1 05 Q1 04 eFunds Transition $1.3 $0.0 Amortization* $2.2 $0.0 Interest expense $2.2 $0.2 Total $5.7 $0.2 *Amortization of intangible assets and debt issuance costs (in millions) Q1 2005 vs. Q1 2004

ATM Financials Q1 05 Q1 04 Net Sales $24.5 $9.6 Gross Profit $12.8 $4.6 Operating Income $5.9 $2.1 Q1 05 Q1 04 Gross Margin 52.2% 48.4% Operating Margin 24.0% 22.0% (in millions) ATM P&L % Net Sales

12.6 26.7 11.8 18.6 15.3 0 4 8 12 16 20 24 28 2002 2003 2004 Q4 '04 Q1 '05 Total ATM Cash Withdrawals (in millions) ATM Operating Data Installed Base Total Cash Withdrawals 3,416 3,057 21,261 21,672 1,000 4,000 7,000 10,000 13,000 16,000 19,000 22,000 2002 2003 2004 Q1 '05 Total ATMs Installed - Period Ended

ATM Operating Data Sales/Unit Sales/Transaction 10,357 12,851 2,769 2,362 11,999 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 2002 2003 2004 Q4 '04 Q1 '05 ATM Consolidated - Sales/Unit 2.22 2.36 2.33 2.76 2.55 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 2002 2003 2004 Q4 '04 Q1 '05 ATM Consolidated - Average Sales/Transaction

Photocopy Financials Q1 05 Q1 04 Net Sales $8.9 $11.4 Gross Profit $3.1 $5.8 Operating Income $0.5 $2.9 Q1 05 Q1 04 Gross Margin 34.8% 50.4% Operating Margin 5.5% 25.1% (in millions) Photocopy P&L % Net Sales

Photocopy Operating Data Installed Base Sales 28,399 24,484 24,776 26,317 0 4,000 8,000 12,000 16,000 20,000 24,000 28,000 32,000 2002 2003 2004 Q1 '05 Total Photocopiers Installed - Period Ended 54.8 51.1 11.8 10.7 53.3 $0 $7 $14 $21 $28 $35 $42 $49 $56 $63 2002 2003 2004 Q4 '04 Q1 '05 Photocopy Consolidated Sales (in millions)

Photocopy Operating Data Sales/Unit Sales/Copy 1,893 2,024 482 433 1,946 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 2002 2003 2004 Q4 '04 Q5 '01 Photocopy Consolidated - Sales/Unit ..056 ..084 ..083 ..062 $0.00 $0.02 $0.04 $0.06 $0.08 $0.10 2002 2003 2004 Q1 '05 Photocopy Consolidated - Average Sales/Copy

Additional Information

EBITDA Reconciliation EBITDA is a measure commonly used by the capital markets to value enterprises. Interest, taxes, depreciation and amortization can vary significantly between companies due in part to differences in accounting policies, tax strategies, levels of indebtedness and interest rates. Excluding these items provides insight into the underlying results of operations and facilitates comparisons between TRM and other companies. In addition, EBITDA is considered a reasonable approximation of gross cash flow and is one of the measures used for determining debt covenant compliance. Management believes that EBITDA information is useful to investors for these reasons. This measurement is not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. (in millions - USD) Q1 2005 vs. Q1 2004 *Includes eFunds acquisition transitional expenses of approximately $2 million incurred during the quarter **Includes eFunds acquisition transitional expenses of approximately $1.3 million incurred during the quarter

Net Debt Reconciliation (in millions - USD)

Q & A