UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-19657
TRM CORPORATION
(Exact name of registrant as specified in its charter)
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Oregon |
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93-0809419 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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5208
N.E. 122nd Avenue |
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(Address of principal executive offices) (Zip Code) |
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(503) 257-8766 |
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(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
YES o NO ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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CLASS |
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OUTSTANDING AT MARCH 31, 2003 |
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Common Stock |
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7,059,790 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRM Corporation
Consolidated Balance Sheets
(In thousands)
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December 31, |
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March 31, |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,127 |
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$ |
2,436 |
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Accounts receivable, net |
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6,084 |
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6,276 |
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Inventories, net |
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947 |
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887 |
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Prepaid expenses and other |
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778 |
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850 |
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Deferred tax asset |
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876 |
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198 |
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Total current assets |
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10,812 |
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10,647 |
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Equipment, less accumulated depreciation |
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67,916 |
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67,286 |
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Intangible assets |
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72 |
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72 |
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Other assets |
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1,773 |
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1,634 |
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Total assets |
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$ |
80,573 |
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$ |
79,639 |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
2,231 |
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$ |
2,838 |
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Accrued expenses |
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7,932 |
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5,754 |
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Income taxes payable |
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3 |
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— |
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Current portion of litigation settlement |
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1,050 |
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1,750 |
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Current portion of long-term debt |
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21 |
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21 |
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Current portion of obligations under capital leases |
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1,508 |
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2,106 |
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Total current liabilities |
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12,745 |
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12,469 |
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Litigation settlement |
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738 |
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— |
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Long-term debt |
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16,709 |
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14,952 |
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Obligations under capital leases |
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2,579 |
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3,744 |
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Deferred tax liability |
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2,203 |
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2,182 |
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Other long-term liabilities |
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128 |
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116 |
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Preferred dividends payable |
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3,377 |
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3,752 |
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Total liabilities |
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38,479 |
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37,215 |
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Shareholders’ equity: |
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Preferred stock, no par value. |
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19,798 |
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19,798 |
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Common stock, no par value. |
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19,026 |
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19,026 |
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Additional paid-in capital |
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63 |
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63 |
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Accumulated other comprehensive loss |
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(738 |
) |
(786 |
) |
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Retained earnings |
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3,945 |
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4,323 |
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Total shareholders’ equity |
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42,094 |
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42,424 |
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Total liabilities and shareholders’ equity |
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$ |
80,573 |
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$ |
79,639 |
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See accompanying notes to consolidated financial statements.
2
TRM Corporation
Consolidated Statements of Operations
(unaudited)
(In thousands, except per share data)
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Three Months Ended |
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2002 |
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2003 |
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Sales |
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$ |
20,616 |
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$ |
22,414 |
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Less discounts |
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3,495 |
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3,726 |
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Net sales |
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17,121 |
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18,688 |
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Cost of sales |
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10,567 |
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11,086 |
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Gross profit |
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6,554 |
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7,602 |
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Selling, general and administrative expense |
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6,454 |
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5,799 |
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Operating income |
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100 |
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1,803 |
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Interest expense |
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444 |
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330 |
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Other (income) expense, net |
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(73 |
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213 |
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Income (loss) before minority interest |
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(271 |
) |
1,260 |
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Minority interest in losses of consolidated subsidiary |
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72 |
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— |
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Income (loss) from continuing operations before income taxes |
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(199 |
) |
1,260 |
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Provision (benefit) for income taxes |
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(126 |
) |
507 |
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Income (loss) from continuing operations |
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(73 |
) |
753 |
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Loss from discontinued operations |
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(264 |
) |
— |
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Net income (loss) |
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$ |
(337 |
) |
$ |
753 |
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Basic and diluted per share information: |
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Net income (loss) from continuing operations |
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$ |
(73 |
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$ |
753 |
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Preferred stock dividends |
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(375 |
) |
(375 |
) |
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Net income (loss) from continuing operations available to common shareholders |
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$ |
(448 |
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$ |
378 |
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Basic and diluted shares outstanding |
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7,060 |
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7,060 |
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Basic and diluted income (loss) per share from continuing operations |
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$ |
(.06 |
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