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FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

|ý                                                 | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2002
|OR                                               
|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)

Oregon

93-0809419(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
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, former address and former fiscal year, if changed since last report)

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
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

|CLASS        |  |  |  | OUTSTANDING AT SEPTEMBER 30, 2002
|------------ |  |  |  | ---------------------------------
|Common Stock |  |  |  | 7,059,790                        

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRM CORPORATION        CONSOLIDATED BALANCE SHEETS  (In thousands)

|                                                      |                                                                                             | December 31, 2001          |        | September 30, 2002 |       
|----------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------- | ------ | ------------------ | ------
|
|ASSETS                                                |                                                                                            
|Current assets:                                       |                                                                                             |                            |        |                    |       
|                                                      | Cash and cash equivalents                                                                   |                            | $      | 1,598              |       
|                                                      | Accounts receivable, net                                                                    |                            |        | 6,432              |       
|                                                      | Income tax receivable                                                                       |                            |        | 269                |       
|                                                      | Inventories                                                                                 |                            |        | 2,243              |       
|                                                      | Prepaid expenses and other                                                                  |                            |        | 1,341              |       
|                                                      | Deferred income taxes                                                                       |                            |        | 270                |       
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | Total current assets       |        |                    | 12,153
|Equipment and vehicles, less accumulated depreciation |                                                                                             |                            | 71,273 |                    |       
|Goodwill, less accumulated depreciation               |                                                                                             |                            | 2,353  |                    |       
|Intangible assets, less accumulated depreciation      |                                                                                             |                            | 805    |                    |       
|Restricted cash                                       |                                                                                             |                            |       |                    |       
|Other assets                                          |                                                                                             |                            | 2,111  |                    |       
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | $                          | 88,695 |                    | $     
|                                                      |                                                                                             |                            |        |                    |       
|LIABILITIES AND SHAREHOLDERS' EQUITY                  |                                                                                            
|Current liabilities:                                  |                                                                                             |                            |        |                    |       
|                                                      | Accounts payable                                                                            |                            | $      | 6,057              |       
|                                                      | Accrued expenses                                                                            |                            |        | 7,861              |       
|                                                      | Current portion of Long-term debt                                                           |                            |        | 977                |       
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | Total current liabilities  |        |                    | 14,895
|Long-term debt                                        |                                                                                             |                            | 20,552 |                    |       
|Deferred tax liability                                |                                                                                             |                            | 2,295  |                    |       
|Other long-term liabilities                           |                                                                                             |                            | 179    |                    |       
|Preferred dividends payable                           |                                                                                             |                            | 1,877  |                    |       
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | Total liabilities          |        |                    | 39,798
|                                                      |                                                                                             |                            |        |                    |       
|Minority Interest                                     |                                                                                             | $                          | 3,565  |                    | $     
|Shareholders' equity:                                 |                                                                                             |                            |        |                    |       
|                                                      | Preferred stock, no par value. Authorized 5,000 shares; 1,778 shares issued and outstanding |                            | $      | 19,798             |       
|                                                      | Common stock, no par value. 50,000 authorized; 7,060 shares issued and outstanding          |                            |        | 19,026             |       
|                                                      | Additional paid-in capital                                                                  |                            |        | 13                 |       
|Accumulated other comprehensive income                |                                                                                             |                            | (2,957 | )                  |       
|Retained earnings                                     |                                                                                             |                            | 9,452  |                    |       
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | Total shareholders' equity |        |                    | 45,332
|                                                      |                                                                                             |                            |        |                    |       
|                                                      |                                                                                             | $                          | 88,695 |                    | $     
|                                                      |                                                                                             |                            |        |                    |       

See
accompanying notes to consolidated financial statements.

2

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TRM CORPORATION        CONSOLIDATED STATEMENTS OF OPERATIONS  (unaudited)  (In thousands, except per share data)

|                                                         |                                           | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |       
|-------------------------------------------------------- | ----------------------------------------- | -------------------------------- | ------ | ------------------------------- | ------
|
|Sales                                                    |                                           | $                                | 19,778 |                                 | $     
|Less discounts                                           |                                           |                                  | 3,219  |                                 |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         |                                           | Net sales                        |        |                                 | 16,559
|Cost of sales                                            |                                           |                                  | 9,932  |                                 |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         |                                           | Gross profit                     |        |                                 | 6,627 
|Selling, general and administrative expense              |                                           |                                  | 7,270  |                                 |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         |                                           | Operating income (loss)          |        |                                 | (643  
|Other (income) expense:                                  |                                           |                                  |        |                                 |       
|                                                         | Interest expense                          |                                  |        | 499                             |       
|                                                         | Other, net                                |                                  |        | 474                             |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         | Income (loss) before minority interest    |                                  |        | (1,616                          | )     
|Minority interest in earnings of consolidated subsidiary |                                           |                                  | 251    |                                 |       
|                                                         |                                           |                                  |        |                                 |       
|Income (loss) before income taxes                        |                                           |                                  | (1,365 | )                               |       
|Provision (benefit) for income taxes                     |                                           |                                  | (275   | )                               |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         |                                           | Net income (loss)                |        | $                               | (1,090
|                                                         |                                           |                                  |        |                                 |       
|Earnings per share computation:                          |                                           |                                  |        |                                 |       
|                                                         | Net income (loss)                         |                                  | $      | (1,090                          | )     
|                                                         | Preferred stock dividends                 |                                  |        | (378                            | )     
|                                                         |                                           |                                  |        |                                 |       
|                                                         | Net loss available to common shareholders |                                  | $      | (1,468                          | )     
|                                                         |                                           |                                  |        |                                 |       
|Basic net loss per share:                                |                                           |                                  |        |                                 |       
|                                                         | Shares outstanding                        |                                  |        | 7,063                           |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         | Net loss per share                        |                                  | $      | (0.21                           | )     
|                                                         |                                           |                                  |        |                                 |       
|Diluted net loss per share:                              |                                           |                                  |        |                                 |       
|                                                         | Shares outstanding                        |                                  |        | 7,063                           |       
|                                                         |                                           |                                  |        |                                 |       
|                                                         | Net loss per share                        |                                  | $      | (0.21                           | )     
|                                                         |                                           |                                  |        |                                 |       

See
accompanying notes to consolidated financial statements.

3

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TRM CORPORATION        CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY  (unaudited)  (In thousands)

|                                      |                                        |                                         |       | Preferred |       | Common |   |        |   | Accumulated
Other
Comprehensive
Income |   |   |        |   |  
|------------------------------------- | -------------------------------------- | --------------------------------------- | ----- | --------- | ----- | ------ | - | ------ | - | -------------------------------------- | - | - | ------ | - | -
|
|
|Balances, December 31, 2001           |                                        |                                         |       |           | 1,778 |        | $ | 19,798 |   | 7,060                                  |   | $ | 19,026 |   | $
|                                      |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|Comprehensive income                  |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|                                      | Net loss                               |                                         | $     | (558      | )     |       |   |        |  |                                        |  |   |        |  |  
|                                      | Other comprehensive income, net of tax |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|                                      |                                        | Foreign currency translation adjustment |       |           | 1,773 |        |  |        |   |                                       |   |  |        |   | 
|                                      |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|Comprehensive income                  |                                        | $                                       | 1,215 |           |      |        |   |       |   |                                       |   |   |       |   |  
|                                      |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|Other (modification of stock options) |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|Preferred stock dividends             |                                        |                                         |       |           |      |        |   |       |   |                                       |   |   |       |   |  
|                                      |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  
|Balances, September 30, 2002          |                                        |                                         |       |           | 1,778 |        | $ | 19,798 |   | 7,060                                  |   | $ | 19,026 |   | $
|                                      |                                        |                                         |       |           |       |        |   |        |   |                                        |   |   |        |   |  

See accompanying notes to consolidated financial statements.

4

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TRM CORPORATION        CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)  (In thousands)

|                                                                                         |                                                          | Nine Months Ended
September 30, |       
|---------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------------- | ------
|
|Operating Activities:                                                                    |                                                          |                                 |       
|Net loss                                                                                 |                                                          | $                               | (2,256
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                          |                                 |       
|                                                                                         | Restricted cash                                          |                                 |       
|                                                                                         | Depreciation and amortization                            |                                 |       
|                                                                                         | Minority interest in earnings of consolidated subsidiary |                                 |       
|                                                                                         | Other                                                    |                                 |       
|                                                                                         | Loss (gain) on disposal of equipment and vehicles        |                                 |       
|Changes in items affecting operations:                                                   |                                                          |                                 |       
|                                                                                         | Accounts receivable                                      |                                 |       
|                                                                                         | Inventories                                              |                                 |       
|                                                                                         | Income taxes receivable                                  |                                 |       
|                                                                                         | Prepaid expenses and other                               |                                 |       
|                                                                                         | Accounts payable                                         |                                 |       
|                                                                                         | Accrued expenses                                         |                                 |       
|                                                                                         | Deferred income tax                                      |                                 |       
|                                                                                         |                                                          |                                 |       
|Total operating activities                                                               |                                                          |                                 | 3,295 
|                                                                                         |                                                          |                                 |       
|Investing Activities:                                                                    |                                                          |                                 |       
|                                                                                         | Proceeds from sale of equipment                          |                                 |       
|                                                                                         | Capital expenditures                                     |                                 |       
|                                                                                         | Other                                                    |                                 |       
|                                                                                         |                                                          |                                 |       
|Total investing activities                                                               |                                                          |                                 | (2,743
|                                                                                         |                                                          |                                 |       
|Financing Activities:                                                                    |                                                          |                                 |       
|                                                                                         | Net borrowings on notes payable                          |                                 |       
|                                                                                         | Other long-term liabilities                              |                                 |       
|                                                                                         | Repurchase of common stock                               |                                 |       
|                                                                                         | Purchase of minority interest                            |                                 |       
|                                                                                         |                                                          |                                 |       
|Total financing activities                                                               |                                                          |                                 | (5,255
|                                                                                         |                                                          |                                 |       
|                                                                                         | Effect of exchange rate changes                          |                                 |       
|                                                                                         |                                                          |                                 |       
|Net increase (decrease) in cash and cash equivalents                                     |                                                          |                                 | (4,877
|Beginning cash and cash equivalents                                                      |                                                          |                                 | 6,012 
|                                                                                         |                                                          |                                 |       
|Ending cash and cash equivalents                                                         |                                                          | $                               | 1,135 
|                                                                                         |                                                          |                                 |       
|Supplemental disclosure of non-cash transactions:                                        |                                                          |                                 |       
|Disposal of iATMglobal.net:                                                              |                                                          |                                 |       
|                                                                                         | Intangible assets                                        |                                 |       
|                                                                                         |                                                          |                                 |       
|                                                                                         | Fixed assets                                             |                                 |       
|                                                                                         |                                                          |                                 |       
|                                                                                         | Prepaid assets                                           |                                 |       
|                                                                                         |                                                          |                                 |       
|Net assets eliminated in disposal of iATMglobal.net                                      |                                                          |                                 |       
|                                                                                         |                                                          |                                 |       
|Financing and capital leases                                                             |                                                          |                                 |       
|                                                                                         |                                                          |                                 |       

See
accompanying notes to consolidated financial statements.

5

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TRM CORPORATION    Notes to Condensed Consolidated Financial Statements (unaudited)

1.    Interim Financial Data:

The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of the results of the interim
periods. These condensed interim financial data should be read in conjunction with the Company's latest annual report to shareholders.

2.    Net Income (Loss) Per Share:

Basic and diluted net income (loss) per share are based on the weighted average number of common shares outstanding during each year, with diluted net income
including the effect of potentially dilutive securities. For the three months and nine months ended September 30, 2002 and September 30, 2001, the weighted average number of common
shares for basic net income (loss) per share computations were 7,060,000 and 7,060,000, and 7,063,000 and 7,063,000, respectively. In calculating basic net income (loss) per share, dividends for
preferred stock are deducted to arrive at income available for common stockholders. For diluted net income (loss) per share, the calculation assumes the conversion of common stock equivalents
including the conversion of preferred stock to common unless such conversion is anti-dilutive. For the three and nine months ended September 30, 2002 and September 30, 2001,
no shares were added to the weighted average shares outstanding because the addition of shares would be anti-dilutive.

3.    Inventories (in thousands):

December 31,
2001

September 30,
2002Paper

$
282

$
145Toner and developer


159


123Parts


1,802


1,285$
2,243

$
1,553


4.    Segment Reporting (in thousands):

The Company has three reportable segments: Photocopy, ATM and S-3 Corporation. Photocopy owns and maintains self-service photocopiers in
retail establishments. ATM owns and operates ATM machines in retail establishments. S-3 Corporation develops software to deliver products and services through ATMs.

The
accounting policies of the segments are substantially the same as those described in Note 1 of the Company's SEC Form 10-K for the year ended
December 31, 2001. The Company evaluates each

6

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segment's performance based on income or loss before interest and income taxes, excluding non-recurring charges. Information regarding the operations of these reportable segments is as
follows:

|                                                          |  | Three months ended |        | Nine months ended |  
|--------------------------------------------------------- |  | ------------------ | ------ | ----------------- | -
|
|
|Sales:                                                    |  |                    |        |                   |  
|Photocopy                                                 |  | $                  | 14,270 |                   | $
|ATM                                                       |  |                    | 5,308  |                   |  
|S-3 Corporation (formerly iATMglobal.net)                 |  |                    | 200    |                   |  
|                                                          |  |                    |        |                   |  
|                                                          |  | $                  | 19,778 |                   | $
|                                                          |  |                    |        |                   |  
|Depreciation and amortization:                            |  |                    |        |                   |  
|Photocopy                                                 |  | $                  | 1,753  |                   | $
|ATM                                                       |  |                    | 653    |                   |  
|S-3 Corporation (formerly iATMglobal.net)                 |  |                    | 100    |                   |  
|                                                          |  |                    |        |                   |  
|                                                          |  | $                  | 2,506  |                   | $
|                                                          |  |                    |        |                   |  
|Income (loss) before interest, taxes & minority interest: |  |                    |        |                   |  
|Photocopy                                                 |  | $                  | 1,110  |                   | $
|ATM                                                       |  |                    | (1,409 | )                 |  
|S-3 Corporation (formerly iATMglobal.net)                 |  |                    | (818   | )                 |  
|                                                          |  |                    |        |                   |  
|                                                          |  | $                  | (1,117 | )                 | $
|                                                          |  |                    |        |                   |  

5.    New Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB or the "Board") issued Statement of Financial Accounting Standards No. 141
(SFAS 141), Business Combinations, and No. 142 (SFAS 142), Goodwill and Other Intangible Assets, collectively referred to as the "Standards". SFAS 141 supersedes Accounting
Principles Board Opinion (APB) No. 16, Business Combination. The provisions of SFAS 141 (1) require that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, (2) provide specific criteria for the initial recognition and measurement of intangible assets apart from goodwill, and (3) require that unamortized
negative goodwill be written off immediately as an extraordinary gain instead of being deferred and amortized. SFAS 141 also requires that upon adoption of SFAS 142 the Company
reclassify the carrying amounts of certain intangible assets into or out of goodwill, based on certain criteria. SFAS 142 supersedes APB 17, Intangible Assets, and is effective for fiscal years
beginning after December 15, 2001. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their initial recognition. The provisions of
SFAS 142 prohibit the amortization of goodwill and indefinite-lived intangible assets, and require that goodwill and indefinite-lived intangibles assets be tested annually for impairment.

The
Company has adopted the provisions of SFAS 141 and SFAS 142 in its first quarter ended March 31, 2002. As a result of the Company disposing of its interest in
iATMglobal.net in February 2002, the goodwill and indefinite-lived intangibles recognized as of December 31, 2001 were eliminated from the Company's consolidated financial statements.
The Company will no longer record $280,000 of annual amortization relating to goodwill and indefinite-lived intangibles. The Company evaluated the useful lives of its existing other "intangible
assets" which consisted primarily of customer contracts and trademarks which were classified as "other assets" at December 31, 2001, and as "intangible assets" at March 31, 2002.
Subsequent to adoption of the pronouncement in the first

7

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quarter of 2002, and after reevaluation in the second quarter 2002, customer contracts were reclassified as "other assets" while trademarks remained classified as an "intangible asset" at
September 30, 2002. The Company does not anticipate changes in the useful lives of trademarks.

|December 31, 2001
(In thousands)
Intangible Assets Not Subject to Amortization |  | September 30, 2002
(In thousands)
Intangible Assets Not Subject to Amortization
|------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------
|
|Goodwill                                                                       |  | $                                                                              
|Trademarks                                                                     |  |                                                                                
|Capitalized Software                                                           |  |                                                                                
|                                                                               |  |                                                                                
|Total Intangible Assets                                                        |  | $                                                                              
|                                                                               |  |                                                                                

The
following table presents the amount of intangible asset amortization expense recorded for the periods ending September 30, 2001.

Intangible Asset Amortization Expense (In thousands)Three Months Ended

Nine Months EndedSeptember 30,
2001

September 30,
2002

September 30,
2001

September 30,
2002Goodwill

$
70

$


$
210

$
Trademarks


3





9


$
73

$


$
219

$



The
following table presents the impact of SFAS 142 on net loss and net loss per share had the non-amortization provision been in effect for the three and nine months
ended September, 2001.

Three Months Ended
September 30,

Nine Months Ended
September 30,2001

2002

2001

2002(In thousands)Net income (loss) as reported

$
(1,090
)
$
182

$
(2,256
)
$
(558
)Add: Amortization of Goodwill and Intangibles


73





219


Income tax effect











Net income (loss) as adjusted

$
(1,017
)
$
182

$
(2,037
)
$
(558
)Basic and diluted net loss per share as reported

$
(0.21
)
$
(0.03
)
$
(0.48
)
$
(0.24
)Effect of amortization of goodwill


0.01


0.00


0.03


0.00Basic and diluted net loss per share as adjusted

$
(0.20
)
$
(0.03
)
$
(0.45
)
$
(0.24
)


In
April 2002, FASB issued Statement No. 145, Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS No. 13, and Technical Corrections. This Statement rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement
No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback transactions. This Statement
also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company

8

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has reviewed this pronouncement and does not believe that it will have a material impact on its results of operations, financial position or cash flow.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that a liability
for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 eliminates the definition and requirement for recognition of exit costs in
Emerging Issues Task Force (EITF) Issue No. 94-3 where a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. This statement is effective
for exit or disposal activities initiated after December 31, 2002. The Company does not believe that the adoption of this statement will have a material impact on its results of operations,
financial position or cash flows.

9

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

As
of September 30, 2002, the Company had a total of 2,803 ATM operating units installed, with 1,061 and 1,742 deployed in the United States and United Kingdom respectively, as
compared to 1,939 total units installed at September 30, 2001, an overall increase of 864 units, primarily in the United Kingdom. ATM revenue increased substantially to $7.5 million for
the quarter, up 41.9% from $5.3 million, for the same period last year. The Company believes that revenues generated from services delivered through its ATM network will become an increasingly
higher percentage of its overall revenue in the future.

The
service areas the Company operates in now include 30 in the United States, 5 in Canada, and 6 in the United Kingdom. In addition, third party service providers support the Company's
customers in 210 additional locations in the United States and Canada. As of September 30, 2002, the Company had 29,473 TRM photocopiers installed compared to 31,566 at September 30,
2001. The decrease of 2,093 total photocopiers was primarily due to the sale of the Company's French operations in the fourth quarter of 2001, and elimination of low volume locations in the Company's
other markets. The Photocopy revenue remained the largest revenue stream at $13.3 million and $41.8 million for the three and nine month periods ending September 30, 2002 as
compared to $14.3 million and $44.8 million for the same periods in 2001.

S-3
Corporation generated $855,000 and $2.1 million in revenues for the three and nine month periods ending September 30, 2002 as compared to $200,000 and
$747,000 for the same periods in 2001.

Results of Operations

The
following table sets forth, for the periods indicated, selected statement of operations data, expressed as a percentage of sales, and the percentage change in dollar amounts of each
item on the Consolidated Statements of Operations (see page 3 of this Form 10-Q).

|                                     |  | Three Months Ended
September 30, |    |       |   | Nine Months Ended
September 30, |   |       |   
|------------------------------------ |  | -------------------------------- | -- | ----- | - | ------------------------------- | - | ----- | --
|
|
|Sales                                |  | 100.0                            | %  | 100.0 | % | 9.6                             | % | 100.0 | % 
|Sales discounts                      |  | 16.3                             |    | 16.9  |   | 13.8                            |   | 16.2  |   
|Cost of sales                        |  | 50.2                             |    | 46.2  |   | 0.8                             |   | 50.1  |   
|Selling, general and administrative  |  | 36.8                             |    | 33.0  |   | (1.6                            | ) | 37.6  |   
|Operating income (loss)              |  | (3.3                             | )  | 3.9   |   | 230.9                           |   | (3.9  | ) 
|Interest expense, net                |  | 2.5                              |    | 1.6   |   | (28.5                           | ) | 3.0   |   
|Other expense net                    |  | 2.4                              |    | 1.1   |   | (48.9                           | ) | (1.8  | ) 
|Income (loss) before income taxes    |  | (6.9                             | )  | 1.1   |   | (117.8                          | ) | (3.7  | ) 
|Provision (benefit) for income taxes |  | (1.4                             | )  | 0.3   |   | 122.2                           |   | 0.1   |   
|                                     |  |                                  |    |       |   |                                 |   |       |   
|Net income (loss)                    |  | (5.5                             | )% | 0.8   | % | 116.7                           | % | (3.8  | )%
|                                     |  |                                  |    |       |   |                                 |   |       |   

Three and Nine Months ended September 30, 2002 Compared to Three and Nine Months ended September 30, 2001

For
the three and nine month periods ended September 30, 2002, consolidated sales increased by $1.9 million (9.6%) and $4.8 million (8.1%), respectively as compared
to the same periods in 2001. These increases were due primarily to increased revenues from the Company's ATM business, which

10

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contributed $7.5 million of the total for the quarter and $20.0 million year to date, up $2.2 million and $6.4 million respectively from the same periods last year.

Photocopy
sales were down $980,000 (6.9%) and $3.0 million (6.7%) for the quarter and nine months ended September 30, 2002, respectively, as compared to the same periods in
2001. The decrease was primarily due to decreasing overall copy volumes and decreasing billed units as compared to the same periods in 2001. Copy volumes decreased 8.8% for the quarter and 8.0% year
to date. Billed units for the quarter and year to date decreased 7.5% and 9.2% respectively. Photocopy locations stood at 29,473, reflecting a decrease of 2,093 locations over the last twelve months
due primarily to the year-end 2001 sale of the Company's French operations and elimination of low volume locations in other markets. Although overall copy volumes and billed units
decreased as compared to the same periods in 2001, copies per billed unit remained constant over the quarter and nine months ended September 30, 2002 and 2001, respectively.

Revenues
from the Company's ATM business were $7.5 million and $20.0 million for the quarter and nine months ended September 30, 2002, an increase of 41.9% and 47.7%
respectively from the same periods in 2001. This increase was attributable primarily to the expanded number of ATMs installed, 2,803 as of September 30, 2002 versus 1,939 as of
September 30, 2001 and increasing volumes per unit. Withdrawal transactions generated by the ATM business for the three and nine month periods ending September 30, 2002 increased 35% and
38% over the same periods last year.

S-3
Corporation (formerly iATMglobal.net) generated $855,000 and $2.1 million in gross revenues from contracted software engineering services for the quarter and nine
months ended September 30, 2002 compared with $200,000 and $747,000 generated for the same periods last year. For the most recent quarter, S-3 reported net income of $199,000
compared to a net loss of $874,000 for the same period in 2001.

Sales
discounts are the portion of revenue retained by retail customers. Sales discounts generally vary at individual retail businesses depending on volumethe higher the
volume, the greater the discount. The increase in sales discounts for the quarter ended September 30, 2002 compared to the prior year was $445,000 (13.8%). Year to date discounts increased
$1.4 million (15.0%) over the same period last year and increased from 16.2% of sales to 17.3% of sales year to date. The increase as a percentage of sales related to the increase in ATM
transaction volumes per unit which resulted in increased percentage of profit retained by retail customers based on our current contractual pricing structure.

Costs
of sales on a consolidated basis increased $84,000 (0.8%) for the quarter and $628,000 (2.1%) for the nine months ended September 30, 2002 compared to the same periods in
2001 but decreased as a percentage of sales. Cost of sales in the Photocopy business decreased $521,000 and $1.2 million for the three and nine months ended September 30, 2002, and fell
to 43.9% of sales from 44.5% of sales from the same period last year. This decrease is primarily due to reduced expenses for paper, toner, and
machine depreciation attributable to reduced copy volumes. Additionally, there was a decrease in obsolete materials write-offs for the quarter ended 2002 compared to the same period in
2001.

The
reduction in photocopy cost of sales was offset by increases for such expenses in the ATM business for the quarter and nine months ended September 30, 2002 which increased
$414,000 (12.0%) and $1.3 million (14.1%) respectively over the same periods last year. As a percentage of sales, such costs in the ATM business decreased from 65.3% of ATM sales to 51.5% for
the quarter and from 69.3% for the nine months ended September 30, 2001 to 53.6% for the same period in 2002. This reduction as a percentage of sales in the ATM business was primarily
attributable to reduced expenses related to third party maintenance and service of the ATM units over last year as well as a reduction in the cost of cash in the ATMs due to lower interest
rates.

11

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Selling,
general and administrative costs decreased $117,000 for the quarter and year to date on a consolidated basis compared to the prior year. These costs as a percentage of sales
fell from 36.8% to 33.0% for the quarter as compared to the same period last year, primarily due to reductions in labor costs over the same period last year. Year to date selling, general and
administrative costs on a consolidated basis fell from 37.6% to 34.6% as a percentage of sales. Selling, general, and administrative costs related to S-3 Corporation decreased $641,000 and
$2.5 million to $256,000 and $960,000 for the quarter and year to date respectively as a result of the reorganization of the e-commerce business in February of 2002.

Interest
expense decreased $142,000 and $588,000 for the three and nine month periods ending September 30, 2002. The decrease was primarily due to a reduction in borrowings under
the Company's revolving credit facility to $19.3 million at September 20, 2002 from $23.4 million at the same date in 2001.

Other
expense decreased $232,000 during the quarter ended September 30, 2002 over the same period in 2001 primarily related to losses on disposals of equipment of $460,000 in 2001
which were not experienced in 2002. In the third quarter 2001 these losses were partially offset by income of $187,000 resulting from a settlement reached with Woolwich, PLC. Year to date other income
decreased $1.3 million resulting in a net expense of $272,000. The decrease year to date also related to an $801,000 contract termination settlement with Woolwich, PLC which was included in the
first quarter 2001 results.

For
the quarter ended September 30, 2002, The Company recorded pre-tax income of $243,000 and income tax expense of $61,000 resulting in effective tax rate of 25%,
compared to a pre-tax loss of $1.36 million, an income tax benefit of $275,000, and an effective tax rate of 20.1% for the same period in 2001. For the nine months ended
September 2002, the Company recorded a pre-tax loss of $894,00 and a net tax benefit of $336,000, resulting in an effective tax rate of 37.5% as compared to a pre-tax
loss of $2.2 million, and net tax expense of $67,000 for the same period in 2001. iATMglobal.net
recorded pre-tax losses in the nine months ending September 30, 2001 of $2.9 million but recorded an income tax expense of $122,000 related to profits earned by Strategic
Software Solutions, a subsidiary of iATMglobal.net at that time.

Matters Affecting the Public Market for Our Stock

In
October 2002, the Company announced that the Nasdaq Stock Market had approved the Company's request to transfer its common stock to the Nasdaq SmallCap Market from the Nasdaq
National Market effective opening of business, September 30, 2002. The stock has continued trading under the symbol "TRMM" and investors should have experienced no material difference in how
they obtain stock price quotes or news about the Company. Additionally, the transfer has not affected how the Company's shares are bought or sold.

The
Company had previously reported that it had been unable to meet the $1.00 per share closing bid requirement of the Nasdaq National Market. While the Nasdaq SmallCap Market has the
same $1.00 closing bid requirement, the Company has until at least February 11, 2003 to demonstrate compliance with such requirement. If the Company fails to demonstrate compliance by
February 11, 2003, the Company may be eligible for a grace period of 180 days after such date to demonstrate compliance with the $1.00 closing bid requirement if the Company remains
otherwise in compliance with the Nasdaq SmallCap Market initial listing criteria.

In
the event that the Nasdaq seeks to delist the Company's common stock from the Nasdaq SmallCap Market, the Company will have the right to seek a hearing and appeal such a delisting. If
the Company's common stock is delisted from trading on the Nasdaq SmallCap Market, trading in its common stock may continue in the Over-the-Counter market such as the OTC
Bulletin Board. Trading in the OTC likely would result in limited release of the market price of the common stock, limited

12

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news and analyst coverage of the Company and decreased investor interest in the Company's common stock. Any one of these factors could result in a material adverse affect on the liquidity and market
prices for the Company's common stock and the Company's ability to issue additional securities or to secure additional financing. In addition, if the Company's common stock is not listed and the
trading price of the common stock remains at its recent historical levels, the Company's common stock could be deemed a "penny stock" and subject to requirements that broker/dealers engage in certain
special sales practices, including making individualized written suitability determinations and receiving a purchaser's written consent prior to any transaction. In addition, if the Company's common
stock is deemed a "penny stock," transactions in the Company's common stock could be subject to additional disclosure requirements, such as the delivery of a disclosure schedule explaining the nature
and risks of the penny stock market.

Liquidity and Capital Resources

The
Company was in compliance with all loan covenants at September 30, 2002. In January 2002, the Company executed an amendment to its operating line of credit loan
agreement establishing new covenants for 2002, and a schedule of quarterly reductions to a level of $21.1 million at December 31, 2002 and maturing on June 30, 2003.

In
March 2000, the Company established a financing facility to access a commercial paper conduit to provide vault cash for its U.S. ATM network. The financing was completed off
the Company's balance sheet on a non-recourse basis, via a special purpose entity in which neither the Company nor any of its affiliates has an interest. The cash at all times remains the
property of the special purpose entity; however, the Company does assume substantially all risk of loss while the cash is in or being distributed to its ATM network. In April 2002, the Company
renegotiated this facility to establish an initial limit of $22.0 million and the option to increase the limit to $30.0 million. The facility will mature April 23, 2007.

The
Company recorded $400,000 in restricted cash at September 30, 2002, which consisted of a certificate of deposit held as cash collateral for outstanding vault cash in its ATM
network.

The
Company's United Kingdom ATM business obtains vault cash under an agreement with a local bank. Vault cash obtained under the program remains the property of the bank, however, the
Company does assume substantially all of the risk of loss while the cash is in or being distributed to its ATM network.

In
the third quarter ended September 30, 2002, the Company negotiated an agreement with Barclay's Mercantile Business Finance Limited in the United Kingdom that established a
lease financing facility with an established limit of $11.3 million. Borrowings under this facility constitute capital lease obligations for financing the purchase of digital photocopy
equipment with a term of three years. The Company is not obligated to use any portion of the established limit. At September 30, 2002, the Company had outstanding debt under this facility of
$1.5 million.

Additionally,
in the third quarter ended September 30, 2002, the Company entered into a sale-leaseback transaction with NCR Corporation involving 126 of the Company's
ATM machines located in the United Kingdom. According to the terms of the contract, NCR Corporation agreed to repurchase 126 of the Company's ATM machines for the original purchase price paid by the
Company resulting in proceeds of $850,000. The subsequent leaseback is for a term of 48 months and is accounted for as a capital lease in the third quarter ended September 30, 2002. NCR
Corporation subsequently assigned the lease rights to Summit Asset Management, which subsequently assigned the lease rights to CitiCapital LTD.

13

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During
the first nine months of 2002, the Company generated $3.9 million of cash flow from operations, and funded capital expenditures of $3.1 million primarily from cash
generated from operations. Capital expenditures were primarily for ATM machines and photocopy equipment.

The
Company currently anticipates capital expenditures of approximately $4.5 million during 2002. The majority of such expenditures relate to anticipated deployment of new digital
photocopiers for the United Kingdom market, under the terms of the capital lease described above. The remainder of anticipated expenditures relate to acquisition of additional ATM and photocopy
equipment. The Company currently has a contract with Konica Corporation to purchase up to 1,675 photocopiers and is in the process of reviewing its existing contract, with respect to its acquisition
of Konica equipment.

A
summary of the Company's contractual commitments and obligations is as follows:

Payments Due by Period (In thousands)Contractual obligations

Total

Less than
1 year

1 - 3
years

4 - 5
years

After 5
yearsLong-term debt

$
91

$
21

$
43

$
27

$
Capital lease obligations


2,584


895


1,628


61


Commercial premium obligation


672


672








Financing lease agreement


69


25


44





Operating leases


10,564


3,115


4,427


1,531


1,491Other purchase obligations


2,058


2,058








Total contractual cash obligations

$
16,038

$
6,786

$
6,142

$
1,619

$
1,491


Amount of Commitment Due by Period (In thousands)Other Commercial Commitments

Total

Less than 1 year

1 - 3 years

4 - 5 years

After 5
yearsLines of credit

$
18,463

$
18,463

$


$


$
Standby letters of credit


813


813








Total commercial commitments

$
19,276

$
19,276

$


$


$



The
Company's need for funds is to finance working capital and to fund capital expenditures. The Company believes that cash on hand and cash generated from operations, as well as the
ability to borrow under bank lines of credit and other financing facilities, will be sufficient to meet its cash requirements in the current and next fiscal years. However, the Company's capital needs
will depend on many factors, including its growth rate, the success of its various sales and marketing programs and
various other factors. Depending upon the Company's growth and working capital needs, it may require additional financing in the future through debt or equity offerings, which may or may not be
available or may be dilutive. The Company's ability to obtain additional financing will depend on its operations, financial condition and business prospects, as well as conditions then prevailing in
the relevant capital markets.

Critical Accounting Policies

The
Company's critical accounting policies as of September 30, 2002 are consistent with those discussed in the Company's SEC Form 10-K for the year ended
December 31, 2001.

New Accounting Standards

In
June 2001, the Financial Accounting Standards Board (FASB or the "Board") issued Statement of Financial Accounting Standards No. 141 (SFAS 141), Business
Combinations, and No. 142 (SFAS 142), Goodwill and Other Intangible Assets, collectively referred to as the "Standards".

14

---

SFAS 141 supersedes Accounting Principles Board Opinion (APB) No. 16, Business Combination. The provisions of SFAS 141 (1) require that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001, (2) provide specific criteria for the initial recognition and measurement of intangible assets apart from goodwill,
and (3) require that unamortized negative goodwill be written off immediately as an extraordinary gain instead of being deferred and amortized. SFAS 141 also requires that upon adoption
of SFAS 142 the Company reclassify the carrying amounts of certain intangible assets into or out of goodwill, based on certain criteria. SFAS 142 supersedes APB 17, Intangible Assets,
and is effective for fiscal years beginning after December 15, 2001. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their initial
recognition. The provisions of SFAS 142 prohibit the amortization of goodwill and indefinite-lived intangible assets, and require that goodwill and indefinite-lived intangibles assets be tested
annually for impairment.

The
Company has adopted the provisions of SFAS 141 and SFAS 142 in its first quarter ended March 31, 2002. As a result of the Company disposing of its interest in
iATMglobal.net in February 2002, the goodwill and indefinite-lived intangibles recognized as of December 31, 2001 were eliminated from the Company's consolidated financial statements.
The Company will no longer record $280,000 of annual amortization relating to goodwill and indefinite-lived intangibles. The Company evaluated the useful lives of its existing other "intangible
assets" which consisted primarily of customer contracts and trademarks which were classified as "other assets" at December 31, 2001, and as "intangible assets" at March 31, 2002.
Subsequent to adoption of the pronouncement in the first quarter of 2002, and after reevaluation in the second quarter 2002, customer contracts were reclassified as "other assets" while trademarks
remained classified as an "intangible asset" at September 30, 2002. The Company does not anticipate changes in the useful lives of trademarks.

|December 31, 2001
(In thousands)
Intangible Assets Not Subject to Amortization |  | September 30, 2002
(In thousands)
Intangible Assets Not Subject to Amortization
|------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------
|
|Goodwill                                                                       |  | $                                                                              
|Trademarks                                                                     |  |                                                                                
|Capitalized Software                                                           |  |                                                                                
|                                                                               |  |                                                                                
|Total Intangible Assets                                                        |  | $                                                                              
|                                                                               |  |                                                                                

The
following table presents the amount of intangible asset amortization expense recorded for the periods ending September 30, 2001 and 2002.

Intangible Asset Amortization Expense (In thousands)Three Months Ended

Nine Months EndedSeptember 30,
2001

September 30,
2002

September 30,
2001

September 30,
2002Goodwill

$
70

$


$
210

$
Trademarks


3





9


$
73

$


$
219

$



15

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The
following table presents the impact of SFAS 142 on net loss and net loss per share had SFAS been in effect for the three and nine months ended September, 2001.

Three Months Ended

Nine Months EndedSeptember 30,

September 30,2001

2002

2001

2002(In thousands)Net income (loss) as reported

$
(1,090
)
$
182

$
(2,256
)
$
(558
)Add: Amortization of Goodwill and Intangibles


73





219


Income tax effect











Net income (loss) as adjusted

$
(1,017
)
$
182

$
(2,037
)
$
(558
)Basic and diluted net loss per share as reported

$
(0.21
)
$
(0.03
)
$
(0.48
)
$
(0.24
)Effect of amortization of goodwill


0.01


0.00


0.03


0.00Basic and diluted net loss per share as adjusted

$
(0.20
)
$
(0.03
)
$
(0.45
)
$
(0.24
)


In
April 2002, FASB issued Statement No. 145, Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS No. 13, and Technical Corrections. This Statement rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement
No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed conditions. The Company has reviewed this pronouncement and does not believe that it will have a material impact on its
results of operations, financial position or cash flow.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that a liability
for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 eliminates the definition and requirement for recognition of exit costs in
Emerging Issues Task Force (EITF) Issue No. 94-3 where a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. This statement is effective
for exit or disposal activities initiated after December 31, 2002. The Company does not believe that the adoption of this statement will have a material impact on its results of operations,
financial position or cash flows.

Forward-Looking Statements

Information
in "Management's Discussion and Analysis," in this Form 10-Q about the Company's goals, plans and expectations regarding expansion, capital expenditures,
expanding the ATM business, revenues from the ATM business becoming a higher percentage of overall revenue, financing of capital expenditures, and obtaining long-term asset based financing
constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The following factors could
cause the actual results to differ materially from the forward-looking statements: business conditions in the market areas in which the Company operates, competitive factors, customer demand for the
Company's services, the Company's ability to execute its plans in each business segment successfully, the ability of the Company to successfully negotiate and

16

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enter into additional financing arrangements on favorable terms, the Company's ability to expand its current relationships with retailers and broaden its distribution network, and the volatility of
paper costs. Any forward-looking statements should be considered in light of these factors as well as risk factors and business conditions discussed in the Company's Form 10-K for
the year ended December 31, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to minimal market risks. Sensitivity of results of operations to these risks is managed by maintaining a conservative investment portfolio,
which is comprised solely of money market funds, and entering into long-term debt obligations with appropriate price and term characteristics. The Company does not hold or issue derivative
commodity instruments or other financial instruments for trading purposes. Financial instruments held for other than trading purposes do not impose a material market risk.

The
Company is exposed to interest rate risk, as additional financing will be needed due to the capital expenditures associated with expanding the Company's business operations. The
interest rate that the Company will be able to obtain on debt financing will depend on market conditions at that time, and may differ from the rates the Company has secured on its current debt.
Additionally, the Company is exposed to interest rate risk related to its credit facility as of September 30, 2002. Advances against the credit facility periodically renew, at which point the
borrowings are subject to the then current market interest rates, which may differ from the rates the Company is currently paying on its borrowings.

The
Company is exposed to foreign currency exchange rate risk, as it has operations in Canada and the United Kingdom. The relative amount of business transacted in these countries is
outlined in footnote 11 to the Consolidated Financial Statements of the Company's 2001 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation
of disclosure controls and procedures. Within the 90 days prior to the filing of this quarterly report on Form 10-Q, (the
"Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its chief executive officer and principal accounting
officer, of the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the chief executive officer and principal accounting officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's Exchange Act filings
and submissions.

(b)  Changes
in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls
subsequent to the Evaluation Date.

17

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the litigation between Mr. Frederick Paulsell, et al., and Messrs. Edward E. Cohen and
Daniel G. Cohen, et al., previously reported under Item 1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002.

On
October 22, 2002, Mr. Frederick Paulsell passed away. At this time, the Company is unable to make a meaningful assessment of the effect, if any, that
Mr. Paulsell's death may have on either the case of Paulsell v. Cohen, the related case, TRM Corporation v. Paulsell, or the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



|99.1  |     | Certification of Chief Executive Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350.                                                
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
|99.2  |     | Certification of Principal Accounting Officer of TRM Corporation Pursuant to 18 U.S.C. Section 1350.                                           
|10.8  | (m) | Employment Agreement dated July 22, 2002 with Thomas W. Mann.                                                                                  
|10.12 |     | Master Lease Purchase Agreement by and between TRM Copy Centres (UK) Ltd. and Barclays Mercantile Business Finance Limited dated July 19, 2002.
|10.13 |     | TRM Corporation Parent Guarantee and IndemnityCross Border (All Monies) dated July 19, 2002.                                                  
|10.14 |     | Rental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002.                                                       
|10.15 |     | Supplemental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002.                                                 
|10.16 |     | Form of Parent Guarantee by and between TRM Corporation and NCR Limited dated July 29, 2002.                                                   
|10.17 |     | Security Assignment by and between TRM (ATM) Limited and NCR Limited dated September 4, 2002.                                                  
|10.18 |     | Notice of Assignment from Summit Asset Management Limited to CitiCapital Ltd. dated September 9, 2002.                                         





18

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |  |                   |  |     |  | TRM CORPORATION                                        
|----- |  | ----------------- |  | --- |  | -------------------------------------------------------
|      |  |                   |  |     |  |                                                        
|Date: |  | November 14, 2002 |  | By: |  | /s/ Kenneth L. Tepper                                  
|      |  |                   |  |     |  | Kenneth L. Tepper
President and Chief Executive Officer

19

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CERTIFICATIONS

CERTIFICATION PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kenneth L. Tepper, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of TRM Corporation Inc;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Dated: November 14, 2002 |  | /s/ Kenneth L. Tepper                    
|------------------------ |  | -----------------------------------------
|                         |  | Kenneth L. Tepper
Chief Executive Officer

20

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CERTIFICATION PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Rebecca J. Demy, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of TRM Corporation;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Dated: November 14, 2002 |  | /s/ Rebecca J. Demy                                                
|------------------------ |  | -------------------------------------------------------------------
|                         |  | Rebecca J. Demy
Corporate Controller (Principal Accounting Officer)

21

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