##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 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
  Oregon
    
    93-0809419(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 (Address of principal executive offices) (Zip Code)
 (Registrants telephone number, including area code)
 þ o
  Large accelerated filer
o
    
    Accelerated filer
o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 6. EXHIBITSSIGNATUREStock Purchase AgreementAmended and Restated Warrant to GSO Credit Opportunities Fund (Helios), L.P.Amended and Restated Warrant to GSO Special Situations Overseas Benefit Plan Fund LtdAmended and Restated Warrant to GSO Special Situations Fund Ltd.Amended and Restated Warrant to GSO Domestic Capital Funding Partners LP.Warrant to LC Capital Master Fund, Ltd.Employment Agreement dated April 18, 2008 by and between TRM Corporation and Douglas Falcone.Sixteenth Amendment to Loan and Servicing AgreementSecurities and Purchase AgreementAmended and Restated Registration Rights AgreementGuarantee and Collateral AgreementAmended and Restated Settlement AgreementGuarantee and Collateral AgreementSubordinated Promissory Note issued to Douglas Falcone on April 18, 2008.Vault Cash Agreement dated April 18, 2008 between TRM Corporation and Douglas Falcone.Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TRM Corporation
Consolidated Balance Sheets
(Unaudited)
(In thousands)
 December 31,
    
    
    March 31,2007
    
    
    2008AssetsCurrent assets:Cash
    
    $
    3,859
    
    
    $
    4,896Restricted cash
    
    
    3,073
    
    
    
    2,675Accounts receivable, net
    
    
    2,611
    
    
    
    2,115Inventories
    
    
    50
    
    
    
    50Prepaid expenses and other
    
    
    369
    
    
    
    1,019Deferred financing costs
    
    
    172
    
    
    
    1,121Restricted cash  TRM Inventory Funding Trust
    
    
    61,805
    
    
    
    63,905Total current assets
    
    
    71,939
    
    
    
    75,781Equipment, less accumulated depreciation
    
    
    4,222
    
    
    
    3,863Goodwill
    
    
    16,748
    
    
    
    16,748Intangible assets, less accumulated amortization
    
    
    585
    
    
    
    617Other assets
    
    
    795
    
    
    
    760Total assets
    
    $
    94,289
    
    
    $
    97,769Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    6,099
    
    
    $
    6,104Income taxes payable
    
    
    36
    
    
    
    25Accrued expenses
    
    
    9,929
    
    
    
    8,973Term loan
    
    
    2,051
    
    
    
    TRM Inventory Funding Trust note payable
    
    
    58,505
    
    
    
    61,520Total current liabilities
    
    
    76,620
    
    
    
    76,622Term loans and other debt
    
    
    
    
    
    
    3,138Settlement agreement due after one year
    
    
    3,009
    
    
    
    2,699Total liabilities
    
    
    79,629
    
    
    
    82,459Minority interest
    
    
    1,500
    
    
    
    1,500Commitments and contingencies (note 9)Shareholders equity:Common stock, no par value -
50,000 shares authorized; 17,213 shares issued and outstanding
    
    
    136,181
    
    
    
    137,267Additional paid-in capital
    
    
    63
    
    
    
    63Accumulated deficit
    
    
    (123,084
    )
    
    
    (123,520
    )Total shareholders equity
    
    
    13,160
    
    
    
    13,810Total liabilities and shareholders equity
    
    $
    94,289
    
    
    $
    97,769
  2




---



##### Table of Contents



TRM Corporation
Consolidated Statements of Operations
Three months ended March 31, 2007 and 2008
(Unaudited)
(In thousands, except per share data)
 2007
    
    
    2008Sales
    
    $
    22,899
    
    
    $
    18,065Less discounts
    
    
    14,268
    
    
    
    10,627Net sales
    
    
    8,631
    
    
    
    7,438Cost of sales:Cost of vault cash
    
    
    1,445
    
    
    
    982Other
    
    
    4,442
    
    
    
    3,716Gross profit
    
    
    2,744
    
    
    
    2,740Selling, general and administrative expense (including non-cash stock
compensation of $80 in 2007 and $158 in 2008)
    
    
    5,304
    
    
    
    2,909Restructuring charges (Note 10)
    
    
    963
    
    
    
    Operating loss
    
    
    (3,523
    )
    
    
    (169
    )Interest expense and amortization of debt issuance costs
    
    
    35
    
    
    
    315Loss on early extinguishment of debt
    
    
    4,035
    
    
    
    Other expense, net
    
    
    138
    
    
    
    (48
    )Loss from continuing operations
    
    
    (7,731
    )
    
    
    (436
    )Income from discontinued operations
    
    
    5,500
    
    
    
    Net loss
    
    $
    (2,231
    )
    
    $
    (436
    )Weighted average common shares outstanding
    
    
    17,137
    
    
    
    17,213Basic and diluted income (loss) per share:Continuing operations
    
    $
    (.45
    )
    
    $
    (.03
    )Discontinued operations
    
    
    .32
    
    
    
    Net loss
    
    $
    (.13
    )
    
    $
    (.03
    )
  3




---



##### Table of Contents



TRM Corporation
Consolidated Statement of Shareholders Equity
(Unaudited)
(In thousands)
 AdditionalCommon stock
    
    
    paid-in
    
    
    AccumulatedShares
    
    
    Amounts
    
    
    capital
    
    
    deficit
    
    
    TotalBalances, December 31, 2007
    
    
    17,213
    
    
    $
    136,181
    
    
    $
    63
    
    
    $
    (123,084
    )
    
    $
    13,160Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (436
    )
    
    
    (436
    )Stock option expense
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Restricted stock expense
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    149Issuance of warrants in connection with new debt
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    
    
    
    
    928Balances, March 31, 2008
    
    
    17,213
    
    
    $
    137,267
    
    
    $
    63
    
    
    $
    (123,520
    )
    
    $
    13,810
  4




---



##### Table of Contents



TRM Corporation
Consolidated Statements of Cash Flows
Three months ended March 31, 2007 and 2008
(Unaudited)
(In thousands)
 2007
    
    
    2008Operating activities:Net loss
    
    $
    (2,231
    )
    
    $
    (436
    )Adjustments to reconcile net loss to net cash used in operating activities:Impairment charges and asset write-downs
    
    
    2,701
    
    
    
    Depreciation and amortization
    
    
    1,302
    
    
    
    527Non-cash stock compensation
    
    
    80
    
    
    
    158Loss (gain) on disposal of equipment
    
    
    4
    
    
    
    Provision for doubtful accounts
    
    
    
    
    
    
    87Loss on early extinguishment of debt
    
    
    4,035
    
    
    
    Gain on sale of discontinued operations
    
    
    (7,181
    )
    
    
    Cumulative foreign currency translation adjustments recognized in income
    
    
    (2,622
    )
    
    
    Changes in items affecting operations, net of effects of business dispositions:Restricted cash
    
    
    (4,563
    )
    
    
    398Accounts receivable
    
    
    (398
    )
    
    
    409Inventories
    
    
    191
    
    
    
    100Prepaid expenses and other
    
    
    583
    
    
    
    (650
    )Accounts payable
    
    
    1,202
    
    
    
    5Income taxes payable
    
    
    (1
    )
    
    
    (11
    )Accrued expenses and settlement agreement
    
    
    2,716
    
    
    
    (1,266
    )Total operating activities
    
    
    (4,182
    )
    
    
    (679
    )Investing activities:Proceeds from sale of equipment
    
    
    12
    
    
    
    Capital expenditures
    
    
    (33
    )
    
    
    (36
    )Proceeds from sale of discontinued operations
    
    
    99,169
    
    
    
    Acquisition of intangible and other assets
    
    
    (61
    )
    
    
    (250
    )Total investing activities
    
    
    99,087
    
    
    
    (286
    )Financing activities:Borrowings on notes payable
    
    
    1,118
    
    
    
    1,087Repayment of notes payable
    
    
    (98,409
    )
    
    
    Principal payments on capital lease obligations
    
    
    (26
    )
    
    
    Decrease (increase) in restricted cash  TRM Inventory Funding Trust
    
    
    3,011
    
    
    
    (2,100
    )Proceeds (repayments) of TRM Inventory Funding Trust note, net
    
    
    (3,234
    )
    
    
    3,015Proceeds from exercise of stock options
    
    
    23
    
    
    
    Other capital additions
    
    
    53
    
    
    
    Total financing activities
    
    
    (97,464
    )
    
    
    2,002Effect of exchange rate changes
    
    
    (1,014
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (3,573
    )
    
    
    1,037Beginning cash and cash equivalents, including $3,302 classified as assets held
for sale at December 31, 2006
    
    
    8,086
    
    
    
    3,859Ending cash and cash equivalents
    
    $
    4,513
    
    
    $
    4,896Supplemental cash flow information:Non-cash transaction -Issuance of warrants in connection with new debt
    
    $
    
    
    
    $
    928Payments:Cash paid for interest
    
    $
    975
    
    
    $
    101Cash paid for income taxes
    
    $
    
    
    
    $
    11
  5




---



##### Table of Contents



TRM Corporation
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Interim Financial Data
  2. Net Loss Per Share
  3. Equipment:
 December 31,
    
    
    March 31,2007
    
    
    2008(in thousands)ATMs
    
    $
    7,764
    
    
    $
    7,205Computer equipment
    
    
    5,200
    
    
    
    5,233Furniture and fixtures
    
    
    1,150
    
    
    
    1,15014,114
    
    
    
    13,588Accumulated depreciation
    
    
    (9,892
    )
    
    
    (9,725
    )$
    4,222
    
    
    $
    3,863
 6




---



##### Table of Contents



4. Notes Payable and Other Debt:
 December 31,
    
    
    March 31,2007
    
    
    2008(in thousands)Term Loan B
    
    $
    2,051
    
    
    $
    2,138Lampe Note
    
    
    
    
    
    
    1,0002,051
    
    
    
    3,138Less Current
    
    
    2,051
    
    
    
    0Non-Current
    
    $
    0
    
    
    $
    3,138
  Subsequent Event  New Lampe Loan Facility
   7




---



##### Table of Contents



Term Loan B
  Lampe Note
    8




---



##### Table of Contents



Settlement Agreement
  TRM Inventory Funding Trust Note Payable
  5. Shareholders Equity
 Stock-Based Compensation
  2007
    
    
    2008Option grants
    
    $
    (23
    )
    
    $
    9Restricted shares
    
    
    103
    
    
    
    149Total stock-based compensation expense
    
    $
    80
    
    
    $
    158
 9




---



##### Table of Contents



Number of
    
    Weighted averageshares
    
    exercise priceOutstanding January 1, 2008
    
    
    276,625
    
    
    $
    4.62Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options forfeited
    
    
    (7,500
    )
    
    
    9.75Outstanding March 31, 2008
    
    
    269,125
    
    
    
    4.47
    Common Stock Warrants
    10




---



##### Table of Contents



6. Provision for Income Taxes
  7. Geographic Information
  8. Discontinued Operations and Sales of Businesses
   Canada photocopy
    
    $
    525United States photocopy
    
    
    1,368United Kingdom ATM
    
    
    1,653Germany ATM
    
    
    130$
    3,676
  Gain onOperations
    
    
    Sale
    
    
    TotalCanada photocopy
    
    $
    (2,916
    )
    
    $
    
    
    
    $
    (2,916
    )United States photocopy
    
    
    398
    
    
    
    833
    
    
    
    1,231Canada ATM
    
    
    (113
    )
    
    
    2,550
    
    
    
    2,437United Kingdom ATM
    
    
    (1,617
    )
    
    
    6,420
    
    
    
    4,803Germany ATM
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )$
    (4,303
    )
    
    $
    9,803
    
    
    $
    5,500
 11




---



##### Table of Contents



9. Commitments and Contingent Liabilities
   10. Corporate Restructuring
    11. Subsequent Event  Access to Money Acquisition
  12




---



##### Table of Contents



12. New Accounting Standards
    13




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
   Overview
  14




---



##### Table of Contents



Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 ATM Results of Operations  Continuing Operations
 2007
    
    
    2008Amount
    
    
    %
    
    
    Amount
    
    
    %(in thousands, except operating and percentage data)Transaction-based sales
    
    $
    21,376
    
    
    
    100.0
    %
    
    $
    16,424
    
    
    
    100.0
    %Less discounts
    
    
    14,268
    
    
    
    66.7
    
    
    
    10,627
    
    
    
    64.7Net transaction-based sales
    
    
    7,108
    
    
    
    33.3
    %
    
    
    5,797
    
    
    
    35.3
    %Service and other sales
    
    
    1,178
    
    
    
    
    
    
    
    1,183Sales of ATM equipment
    
    
    345
    
    
    
    
    
    
    
    458Net sales
    
    
    8,631
    
    
    
    
    
    
    
    7,438Cost of sales:Cost of vault cash
    
    
    1,445
    
    
    
    
    
    
    
    982Other
    
    
    4,442
    
    
    
    
    
    
    
    3,716Gross profit
    
    $
    2,744
    
    
    
    
    
    
    $
    2,740Operating data:Average number of transacting ATMs
    
    
    10,808
    
    
    
    
    
    
    
    8,117Withdrawal transactions
    
    
    9,073,262
    
    
    
    
    
    
    
    6,746,827Average withdrawals per ATM per month
    
    
    280
    
    
    
    
    
    
    
    277Average
transaction-based sales per withdrawal
transaction
    
    $
    2.35
    
    
    
    
    
    
    $
    2.43Average discount per withdrawal transaction
    
    $
    1.57
    
    
    
    
    
    
    $
    1.57Net transaction-based sales per withdrawal transaction
    
    $
    .78
    
    
    
    
    
    
    $
    .86
 Sales
    15




---



##### Table of Contents



Sales Discounts
  Cost of Sales
    16




---



##### Table of Contents



Selling, General and Administrative Expense
  
    
    Labor costs decreased by $911,000, or approximately 47%. In connection with and
following the sales of businesses in January and July 2007, we have substantially
reduced our selling, general and administrative staff, from 102 employees as of
December 31, 2006, to 39 employees as of March 31, 2008.
    
    Our cost for outsourced services decreased by $738,000, primarily because of our
settlement with eFunds Corporation resulting in the termination of most of the services
that they were performing for us under the Master Services Agreement we entered into in
2004.
    
    Legal, accounting and consulting expenses decreased by $585,000. During the first
quarter of 2007, we sold a substantial portion of our operations and terminated most of
our employees. There were no such events during the first quarter of 2008.
 Restructuring Charges
  Interest Expense and Amortization of Debt Issuance Costs
  17




---



##### Table of Contents



Loss on Early Extinguishment of Debt
  Provision for Income Taxes
  Discontinued Operations
  Net Loss
  18




---



##### Table of Contents



Liquidity and Capital Resources
 General
  Lampe Loan Facility
    
    $
    11,000Note payable to former Access to Money owner
    
    
    9,754Notemachine settlement agreement
    
    
    2,799TRM Inventory Funding Trust note payable
    
    
    58,511$
    82,064
     19




---



##### Table of Contents



Lampe Loan Facility
    Note Payable to Former Access To Money Owner
  20




---



##### Table of Contents



Notemachine Settlement Agreement
  TRM Inventory Funding Trust Note Facility
 General.
 Cost of the facility.
 
    
    Interest on the loaned funds. The loans bear interest at an interest rate equal to
1.35% (1.75% prior to May 2007) plus the interest rate borne by the commercial paper
that was issued to raise the funds for the loans. Interest for the quarter ended
March 31, 2008 was $827,000.
    
    Return for equity investors. Autobahn and GSS Holdings, Inc., as equity investors
in the Trust, receive a return on the value of their investments, which were $1,485,000
and $15,000, respectively, as of March 31, 2008. Autobahns annual return is equal to
1.35% plus the interest rate borne by the commercial paper that is outstanding. GSS
Holdings annual return is equal to 25.0%.
    
    Fees. Autobahn receives a commitment fee and TRM ATM, as servicer, and the
collateral agent each receive administrative fees in connection with the facility.
Autobahns fees for the quarter ended March 31, 2008 were $35,000.
  21




---



##### Table of Contents



Termination.
 Off-balance Sheet Arrangements
  Critical Accounting Policies and Estimates
 
 New Accounting Standards
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  22




---



##### Table of Contents



Foreign Currency Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
   23




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. RISK FACTORS
  We may be unable to integrate our recent acquisition of Access To Money in an efficient manner and
inefficiencies would increase our cost of operations and reduce our ability to return to
profitability.
  
    
    the operations, technology and personnel of Access To Money may be difficult to
integrate;
    
    the allocation of management resources to complete the integration may disrupt our
day-to-day business; and
    
    the acquired business may not achieve anticipated revenues, earnings or cash flow.
Such a shortfall could require us to write down the carrying value of the intangible
assets associated with Access To Money, which would affect our reported earnings.
  The delisting of our common stock from the NASDAQ Global Market may result in impairment of the
price at which our common stock trades and the liquidity of the market for it.
 24




---



##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  25




---



##### Table of Contents



ITEM 6. EXHIBITS
 (a) Exhibits
 2.1
    
    Stock Purchase Agreement dated April 18, 2008 between TRM
Corporation and Douglas Falcone.3.1(a)
    
    Amendments to the Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998).3.1(b)
    
    Restated Articles of Incorporation (incorporated herein by reference to
Exhibit 3.1(b) of Form 10-K for the fiscal year ended June 30, 1998).3.2
    
    Restated Bylaws (incorporated herein by reference to Exhibit 3.1 of
Form 8-K filed on November 9, 2007).4.1
    
    Specimen Stock Certificate (incorporated herein by reference to
Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748]).4.2
    
    Articles V, VI and VII of the Restated Articles of Incorporation,
as amended (See Exhibit 3.1).4.3
    
    Articles I, II, V, VII and X of the Restated Bylaws (See
Exhibit 3.2).4.4
    
    Warrant to LC Capital Master Fund, Ltd., dated February 8, 2008
(incorporated herein by reference to Exhibit 4.8 of Form 10-K for the fiscal year
ended December 31, 2007).4.5
    
    Amended and Restated Warrant to GSO Credit Opportunities Fund
(Helios), L.P., dated April 18, 2008.4.6
    
    Amended and Restated Warrant to GSO Special Situations Overseas
Benefit Plan Fund Ltd., dated April 18, 2008.4.7
    
    Amended and Restated Warrant to GSO Special Situations Fund Ltd.,
dated April 18, 2008.4.8
    
    Amended and Restated Warrant to GSO Domestic Capital Funding
Partners LP., dated April 18, 2008.4.9
    
    Warrant to LC Capital Master Fund, Ltd., dated April 18, 2008.10.6
    
    Employment Agreement dated April 18, 2008 by and between TRM
Corporation and Douglas Falcone.
 26




---



##### Table of Contents



10.8
    
    Sixteenth Amendment to Loan and Servicing Agreement dated as of April
18, 2008 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding
Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main,
and U.S. Bank National Association.10.11
    
    (a)   Securities Purchase Agreement dated February 8, 2008 by and among
TRM Corporation, LC Capital Master Fund, Ltd. and Lampe, Conway & Co., LLC
(incorporated herein by reference to Exhibit 10.11(a) of Form 10-K for the fiscal
year ended December 31, 2007).(b)    Registration Rights Agreement dated February 8,
2008 between TRM Corporation and LC Capital Master Fund, Ltd.
(incorporated herein by reference to Exhibit 10.11(b) of Form 10-K for
the fiscal year ended December 31, 2007).(c)   Securities and Purchase Agreement dated April
18, 2008 among TRM Corporation, LC Capital Master Fund, Ltd., and
Lampe, Conway & Co., LLC.(d)   Amended and Restated Registration Rights
Agreement dated April 18, 2008 between TRM Corporation and LC Capital
Master Fund, Ltd.(e)   Guarantee and Collateral Agreement dated April
18, 2008 among TRM Corporation, TRM ATM Corporation, TRM Copy Centers
(USA) Corporation, TRM Acquisition Corporation, Access Cash
International LLC, LJR Consulting Corp. d/b/a Access To Money and
Lampe, Conway & Co., LLC.10.12
    
    (a)   Amended and Restated Settlement Agreement dated April 18, 2008
between TRM Corporation and Notemachine Limited.(b)   Guarantee and Collateral Agreement dated April
18, 2008 among TRM Corporation and Notemachine Limited.10.13
    
    Subordinated Promissory Note issued to Douglas Falcone on April 18,
2008.10.14
    
    Vault Cash Agreement dated April 18, 2008 between TRM Corporation and
Douglas Falcone.31.1
    
    Certification of Chief Executive Officer of TRM Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
 27




---



##### Table of Contents



31.2
    
    Certification of Chief Financial Officer of TRM Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer of TRM Corporation pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.32.2
    
    Certification of Chief Financial Officer of TRM Corporation pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
 28




---



##### Table of Contents



SIGNATURE
  TRM CORPORATIONDate:      May 15, 2008
    By:
    /s/ Michael J. DolanMichael J. DolanChief Financial Officer 29