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
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For the quarterly period ended June 30, 2003 |
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o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the transition period from to |
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Commission file number 0-19657 |
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TRM CORPORATION |
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(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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Portland, Oregon 97230 |
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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 Rule 12b-2 of the Exchange Act)
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 JUNE 30, 2003 |
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Common Stock |
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7,059,790 |
ITEM 1. FINANCIAL STATEMENTS
TRM Corporation
Consolidated Balance Sheets
(In thousands)
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December
31, |
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June 30, |
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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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$ |
4,409 |
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Accounts receivable, net |
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6,084 |
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5,221 |
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Inventories, net |
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947 |
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1,720 |
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Prepaid expenses and other |
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778 |
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1,075 |
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Deferred tax asset |
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876 |
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727 |
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Total current assets |
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10,812 |
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13,152 |
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Equipment, less accumulated depreciation |
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67,916 |
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66,160 |
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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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1,528 |
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Total assets |
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$ |
80,573 |
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$ |
80,912 |
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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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$ |
1,677 |
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Accrued expenses |
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7,932 |
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6,708 |
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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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— |
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Current portion of long-term debt |
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21 |
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3,022 |
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Current portion of obligations under capital leases |
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1,508 |
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2,088 |
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Total current liabilities |
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12,745 |
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13,495 |
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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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12,057 |
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Obligations under capital leases |
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2,579 |
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3,406 |
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Deferred tax liability |
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2,203 |
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3,254 |
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Other long-term liabilities |
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128 |
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104 |
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Preferred dividends payable |
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3,377 |
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4,127 |
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Total liabilities |
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38,479 |
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36,443 |
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Shareholders’ equity: |
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Preferred stock, no par value |
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Authorized 5,000 shares; 1,778 shares issued and outstanding (liquidation preference $20,003) |
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$ |
19,798 |
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$ |
19,798 |
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Common stock, no par value |
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50,000 authorized; 7,060 shares issued and outstanding |
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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 income (loss) |
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(738 |
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486 |
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Retained earnings |
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3,945 |
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5,096 |
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Total shareholders’ equity |
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42,094 |
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44,469 |
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Total liabilities and shareholders’ equity |
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$ |
80,573 |
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$ |
80,912 |
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See accompanying notes to consolidated financial statements.
2
TRM Corporation
(unaudited)
(In thousands, except per share data)
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Three
Months Ended |
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Six Months
Ended |
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2002 |
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2003 |
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2002 |
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2003 |
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Sales |
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$ |
21,556 |
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$ |
24,366 |
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$ |
42,172 |
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$ |
46,780 |
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Less discounts |
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3,866 |
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4,151 |
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7,360 |
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7,877 |
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Net sales |
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17,690 |
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20,215 |
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34,812 |
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38,903 |
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Cost of sales |
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11,079 |
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11,950 |
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21,647 |
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23,036 |
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Gross profit |
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6,611 |
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8,265 |
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13,165 |
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15,867 |
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Selling, general and administrative expense |
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6,810 |
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6,264 |
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13,265 |
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12,063 |
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Operating income (loss) |
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(199 |
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2,001 |
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(100 |
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3,804 |
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Interest expense |
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402 |
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238 |
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846 |
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568 |
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Other (income) expense, net |
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73 |
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49 |
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(1 |
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262 |
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Income (loss) before minority interest |
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(674 |
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1,714 |
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(945 |
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2,974 |
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Minority interest in losses of consolidated subsidiary |
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— |
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— |
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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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(674 |
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1,714 |
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(873 |
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2,974 |
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Provision (benefit) for income taxes |
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(270 |
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566 |
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(396 |
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1,073 |
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Income (loss) from continuing operations |
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(404 |
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1,148 |
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(477 |
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1,901 |
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Loss from discontinued operations |
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— |
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— |
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(264 |
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— |
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Net income (loss) |
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$ |
(404 |
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$ |
1,148 |
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$ |
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