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) August 14, 2008

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)

N/A
(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))

Item 2.02 Results of Operations and Financial Condition

     On August 14, 2008, TRM Corporation issued a press release announcing its financial results for the quarter ended June 30, 2008. On August 18, 2008, the Company issued a release to correct a typographical error to Adjusted EBITDA — continuing operations for the six months ended June 30, 2007 from $3,875 to $(3,875) on Attachment 3. The complete, corrected 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.

     The information in this Item 2.02 of the Current Report, including Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01 Exhibits

     (d) Exhibits. The following exhibit is furnished with this Current Report on Form 8-K:

No.		Description
	99.1	Press Release dated August 14, 2008, corrected as of August 18, 2008, announcing financial results for the second quarter ended June 30, 2008.

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
	By:	/s/ Richard B. Stern
		Name:	Richard B. Stern
Date: August 18, 2008		Title:	President & Chief Executive Officer

2

EX-99.1

Exhibit 99.1

For further information, contact:

Ashley M. Ammon, Brian Prenoveau, CFA
ICR, Inc. for TRM Corporation
Office: (203) 682-8200

TRM Corporation Announces Second Quarter 2008 Financial Results

PORTLAND, Oregon, August 14, 2008 (PR Newswire) — TRM Corporation (Pink Sheets: TRMM) today announced second quarter 2008 financial results. We intend to file our Form 10-Q for such quarter today.

Richard Stern, President and CEO of TRM Corporation, stated, “This has been an exciting quarter for TRM as we completed our acquisition of Access To Money and secured $11 million in financing from Lampe Conway. Our acquisition of Access To Money has assured that TRM will remain one of the largest independent ATM networks in the United States and the financing has put us on solid financial footing.

I am also pleased that our operational results are showing continued improvements. Our Q2 2008 adjusted EBITDA from continuing operations improved by 60% over Q1 to $836,000. This improvement would have been even more dramatic, but for certain one time non-recurring adjustments that were recorded in April. Moreover, while we reported a net loss of $3.7 million, $2.9 million of that was tied to non-cash stock compensation and loss from early debt redemption and another $380,000 due to the one time non-recurring items impacting EBITDA, as noted above. Furthermore, results for the quarter do not yet reflect many of the cost saving synergies that we anticipate from the Access To Money acquisition. We expect that those benefits will be partially realized in Q3 and fully implemented by Q4. We believe these financial and operational developments set the stage for an improved TRM as we focus on providing the best possible products and services to our customers.”

($ millions)	Q2 2008			Q2 2007			% Change			Q1 2008			% Change
Sales		23.9			23.5			1.7	%		18.1			32.0	%
Discounts		14.9			14.7			1.4	%		10.7			39.3	%
Net Sales		9.0			8.8			2.3	%		7.4			21.6	%
Cost of Sales		5.2			6.0			(13.3	)%		4.7			10.6	%
Gross Profit		3.8			2.8			35.7	%		2.7			40.7	%
Gross Margin (% net sales)		43	%		31	%					37	%
Selling, General &Administrative		5.0			4.3			16.3	%		2.9			72.4	%
Loss from Continuing Operations		(3.7	)		(1.9	)		94.7	%		(0.4	)		825	%
Net Loss		(3.7	)		(1.9	)		94.7	%		(0.4	)		825	%
Adjusted EBITDA from Continuing
Operations		0.8			(1.4	)		157.1	%		0.5			60.0	%

Adjusted EBITDA from continuing operations is a non-GAAP term. Please refer to the attached reconciliation between our GAAP net income and Adjusted EBITDA from continuing operations.

Second Quarter 2008 Financial Results
In the second quarter of 2008, net sales were $9.0 million compared to $8.8 million in the second quarter of 2007. On a sequential basis, net sales were $9.0 million compared to $7.4 million in the first quarter of 2008. Net sales performance reflects increased transactions compared to the second quarter of 2007, mainly due to the acquisition of Access To Money and the increase in the average number of transacting ATMs. The average number of withdrawals per ATM per month declined slightly and the average transaction-based sales per withdrawal was $2.36 per withdrawal in the second quarter of 2007 versus $2.34 in the second quarter of 2008. The average number of transacting ATMs was 11,823 during the second quarter of 2008 compared to an average of 10,473 during the second quarter of 2007.

Cost of sales in the second quarter of 2008 decreased 13.3% to $5.2 million from $6.0 million in the second quarter of 2007, and increased 10.6% from $4.7 million in the first quarter of 2008. In the second quarter of 2008, gross profit margin improved sequentially to 43% from 37% in the first quarter of 2008. The cost of vault cash decreased by $429,000 to $916,000 for the second quarter of 2008 from $1.3 million for the second quarter of 2007. In addition the number of ATMs for which we provide cash decreased by 4.4% year over year. This reduction was due to our determination that certain machines were no longer profitable to operate. The total amount of vault cash in our system has decreased by 3% to $69.1 million as of June 30, 2008. Our vault cash costs are based on a spread to the interest rates on asset-backed commercial paper issued by the lender. The interest rate on our vault cash facility decreased to 3.81% as of June 30, 2008 from 6.75% at June 30, 2007 due to decreased commercial paper interest rates. Our ATM processing, telecommunication and armored car costs also decreased by $194,000, mostly as a result of renegotiating many of those contracts.

In the second quarter of 2008, selling, general and administrative expense increased by $636,000 million to $5.0 million from $4.3 million in the second quarter of 2007. As a percentage of sales, selling, general and administrative expenses increased to 20.8% in the second quarter 2008 as compared to 18.4% in the comparable quarter of 2007. The increase in selling, general and administrative expenses is primarily attributable to a one time $1.4 million charge related to the accelerated vesting of stock options and restricted stock associated with the Access To Money transaction. Also affecting SG&A costs was a $404,000 increase in labor costs as a result of the Access To Money acquisition, temporary labor and recruiting costs. As we move through our integration of the operations of Access To Money, we expect our labor costs to reduce. The cost for outsourced services decreased by approximately $1 million primarily as a result of the eFunds settlement. Legal, accounting and consulting expenses decreased by $232,000.

In the second quarter 2008, we reported a net loss from continuing operations of ($3.7) million as compared to a net loss of ($1.9) million in the second quarter of 2007 and compared to a net loss of $400,000 in the first quarter of 2008.

We believe that adjusted EBITDA from continuing operations is the most accurate reflection of ongoing operations. For the second quarter 2008, adjusted EBITDA from continuing operations was $836,000 compared to ($1.4) million in the second quarter 2007 which reflects the positive effects of our restructuring efforts.

Balance Sheet

We had cash and restricted cash of $8.0 million at June 30, 2008, compared to $6.9 million at December 31, 2007.

Mr. Stern commented, “We continue to make substantial progress towards improving our financial condition. I am extremely encouraged by the results we announced today and expect that we will show further improvement as we continue along with our integration plan.”

Highlights from the Quarter

• On April 18, 2008 we borrowed $11 million at an interest rate of 13% payable semiannually and due in 2011. The loan requires us to maintain certain cash balances, to meet certain EBITDA targets and to maintain at least 10,250 ATMs (inclusive of the ATMs we acquired from Access To Money). Proceeds from this loan were used primarily to pay off the remaining balance of our Term Loan B, the $2.5 million settlement payment with eFunds Corporation and the cash portion of the purchase price of Access To Money. In addition, we issued warrants to the lender to purchase 12,500,000 shares in aggregate of our common stock.

• On April 18, 2008 we acquired Access To Money, one of the nation’s largest independent ATM deployers with approximately 4,248 transacting ATMs, for $4.2 million in cash, 3.6 million shares of common stock and a note payable to the owner for approximately $9.8 million. We are currently engaged in the integration of this acquisition.

About TRM Corporation
TRM Corporation is a consumer services company that provides convenience ATM services in high-traffic consumer environments. TRM’s ATM customer base is widespread, with retailers throughout the United States. TRM operates the second largest non-bank ATM network in the United States.

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 our services; access to capital; changes in interest rates; maintaining satisfactory relationships with our banking partners; our ability to continue to reduce attrition in our existing ATM estate and to add new ATMs; technological change; our ability to control costs and expenses; competition and our ability to successfully implement our acquisition strategy. Additional information on these factors, which could affect our financial results, is included in our annual

report on Form 10-K for the fiscal year ended December 31, 2007 and in our quarterly report on Form 10-Q for the quarters ended March 31 and June 30, 2008 under the caption “Risk Factors” and elsewhere in such reports. Finally, there may be other factors not mentioned above or included in our 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. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by applicable law.

- Attachments 1, 2 and 3 -

Attachment 1

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

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2008			2007			2008
Sales	$	23,546		$	23,872		$	46,445		$	41,937
Less discounts		14,749			14,896			29,017			25,523
Net sales		8,797			8,976			17,428			16,414
Cost of sales:
Cost of vault cash		1,345			916			2,790			1,899
Other		4,684			4,244			9,126			7,960
Gross profit		2,768			3,816			5,512			6,555
Selling, general and administrative expense		4,324			4,960			9,625			7,873
Restructuring charges		—			—			963			—
Loss on asset disposal		15			15			18			11
Operating income (loss)		(1,571	)		(1,159	)		(5,094	)		(1,329	)
Interest expense:
Interest expense and amortization of debt issuance costs		125			1,101			160			1,415
Loss on early extinguishment of debt		24			1,456			4,059			1,456
Other expense (income), net		213			(9	)		351			(58	)
Loss from continuing operations		(1,933	)		(3,707	)		(9,664	)		(4,142	)
Income (loss) from discontinued operations		(280	)		—			5,220			—
Net Loss	$	(2,213	)	$	(3,707	)	$	(4,444	)	$	(4,142	)
BASIC AND DILUTED PER SHARE INFORMATION:
Weighted average common shares outstanding		17,168			20,090			17,153			18,652
Basic and diluted net loss per share:
Continuing operations		(0.11	)		(0.18	)		(0.56	)		(0.22	)
Discontinued operations		(0.02	)		—			0.30			—
Net income (loss)		(0.13	)		(0.18	)		(0.26	)		(0.22	)

Attachment 2

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

	December 31,			June 30,
	2007			2008
Assets
Current assets:
Cash	$	3,859		$	5,162
Restricted cash		3,073			2,883
Accounts receivable, net		2,611			4,588
Leases receivable, net		—			163
Inventories		50			350
Prepaid expenses and other		369			445
Deferred financing costs		172			2,128
Restricted cash — TRM Inventory Funding Trust		61,805			69,107
Total current assets		71,939			84,826
Property and Equipment, net		4,222			3,808
Non-current leases receivable, net		—			806
Intangible assets, net		585			2,812
Goodwill		16,748			31,128
Deferred financing costs, long term		—			3,831
Other assets		795			729
Total assets	$	94,289		$	127,940
Liabilities, Minority Interest and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,099		$	8,399
Income taxes payable		36			25
Accrued and other expenses		7,637			6,178
Term loans		2,051			4,116
TRM Inventory Funding Trust note payable		58,505			67,020
Total current liabilities		74,328			85,738
Long Term liabilities:
Term loans and other debt		5,301			21,036
Settlement agreement due after one year		—			917
Total liabilities		79,629			107,691
Minority interest		1,500			1,500
Shareholders’ equity:
Common stock		136,181			145,912
Additional paid-in capital		63			63
Accumulated deficit		(123,084	)		(127,226	)
Total shareholders’ equity		13,160			18,749
Total liabilities, minority interest and shareholders’ equity	$	94,289		$	127,940

Attachment 3

TRM Corporation
Adjusted EBITDA Reconciliation
(in thousands — USD)
(unaudited)

	Three months						Six months ended
	ended June 30,						June 30,
	2007			2008			2007			2008
Continuing Operations:
Loss from continuing operations	$	(1,933	)	$	(3,707	)	$	(9,664	)	$	(4,142	)
Add:
Interest expense		125			1,101			160			1,415
Depreciation and amortization		278			510			1,348			994
Loss on early extinguishment of debt		24			1,456			4,059			1,456
Non-cash stock compensation expense		123			1,461			204			1,619
Loss on asset disposal		15			15			18			11
Adjusted EBITDA — continuing operations	$	(1,368	)	$	836		$	(3,875	)	$	1,353
Discontinued Operations:
Gain (loss) from discontinued operations		(280	)		—			5,220			—
Add:
Interest expense		—			—			1,289			—
Impairment charges		—			—			2,701			—
Adjusted EBITDA — discontinued operations	$	(280	)	$	—		$	9,210		$	—