##### 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, 2007
 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.)
 
   
   þ o
  o þ o
  o þ
    1




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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 3. DEFAULTS UPON SENIOR SECURITIESITEM 6. EXHIBITSSIGNATUREAsset Purchase AgreementRetainer AgreementEmployment AgreementCertification of Chief Executive Officer Section 302Certification of Chief Financial Officer Section 302Certification of Principal Accounting Officer Section 302Certification of Chief Executive Officer Section 906Certification of Chief Financial Officer Section 906Certification of Principal Accounting Officer Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TRM Corporation
Consolidated Balance Sheets
(Unaudited)
(In thousands)
 December 31,
    
    
    March 31,2006
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    4,784
    
    
    $
    4,513Restricted cash
    
    
    
    
    
    
    4,563Accounts receivable, net
    
    
    4,328
    
    
    
    4,776Income taxes receivable
    
    
    215
    
    
    
    215Inventories
    
    
    674
    
    
    
    585Prepaid expenses and other
    
    
    1,579
    
    
    
    1,146Deferred financing costs
    
    
    5,270
    
    
    
    224Restricted cash  TRM Inventory Funding Trust
    
    
    73,701
    
    
    
    70,690Assets held for sale
    
    
    106,081
    
    
    
    464Total current assets
    
    
    196,632
    
    
    
    87,176Equipment, less accumulated depreciation and amortization
    
    
    11,646
    
    
    
    8,516Goodwill
    
    
    16,748
    
    
    
    16,748Intangible assets, less accumulated amortization
    
    
    585
    
    
    
    482Other assets
    
    
    833
    
    
    
    860Total assets
    
    $
    226,444
    
    
    $
    113,782Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    5,988
    
    
    $
    6,991Income taxes payable
    
    
    67
    
    
    
    66Accrued expenses
    
    
    8,744
    
    
    
    13,152Term loans and line of credit
    
    
    99,318
    
    
    
    2,027TRM Inventory Funding Trust note payable
    
    
    71,697
    
    
    
    68,462Liabilities related to assets held for sale
    
    
    13,437
    
    
    
    100Total current liabilities
    
    
    199,251
    
    
    
    90,798Minority interest
    
    
    1,500
    
    
    
    1,500Commitments and contingencies (notes 10 and 11)Shareholders equity:Common stock, no par value -50,000 shares authorized; 17,142 shares issued and
outstanding (17,126 at December 31, 2006)
    
    
    135,595
    
    
    
    135,751Additional paid-in capital
    
    
    63
    
    
    
    63Accumulated other comprehensive income -Accumulated foreign currency translation adjustment
    
    
    4,692
    
    
    
    2,558Accumulated deficit
    
    
    (114,657
    )
    
    
    (116,888
    )Total shareholders equity
    
    
    25,693
    
    
    
    21,484Total liabilities and shareholders equity
    
    $
    226,444
    
    
    $
    113,782
  2




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TRM Corporation
Consolidated Statements of Operations
Three months ended March 31, 2006 and 2007
(Unaudited)
(In thousands, except per share data)
 2006
    
    
    2007Sales
    
    $
    29,517
    
    
    $
    22,899Less discounts
    
    
    16,986
    
    
    
    14,268Net sales
    
    
    12,531
    
    
    
    8,631Cost of sales:Cost of vault cash
    
    
    1,429
    
    
    
    1,445Other
    
    
    4,244
    
    
    
    4,442Gross profit
    
    
    6,858
    
    
    
    2,744Selling, general and administrative expense (including non-cash stock
compensation of $83 in 2006 and $80 in 2007)
    
    
    7,637
    
    
    
    5,301Restructuring charges (Note 12)
    
    
    
    
    
    
    963Equipment write-offs
    
    
    45
    
    
    
    3Operating loss
    
    
    (824
    )
    
    
    (3,523
    )Interest expense and amortization of debt issuance costs
    
    
    
    
    
    
    35Loss on early extinguishment of debt
    
    
    
    
    
    
    4,035Other expense, net
    
    
    47
    
    
    
    138Loss from continuing operations before benefit from income taxes
    
    
    (871
    )
    
    
    (7,731
    )Benefit from income taxes
    
    
    (334
    )
    
    
    Loss from continuing operations
    
    
    (537
    )
    
    
    (7,731
    )Discontinued operations:Income (loss) from operations, including gains on sales in 2007
    
    
    (1,077
    )
    
    
    5,500Benefit from income taxes
    
    
    (115
    )
    
    
    Income (loss) from discontinued operations
    
    
    (962
    )
    
    
    5,500Net loss
    
    $
    (1,499
    )
    
    $
    (2,231
    )Weighted average common shares outstanding
    
    
    16,871
    
    
    
    17,137Basic and diluted income (loss) per share:Continuing operations
    
    $
    (.03
    )
    
    $
    (.45
    )Discontinued operations
    
    
    (.06
    )
    
    
    .32Net loss
    
    $
    (.09
    )
    
    $
    (.13
    )
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##### Table of Contents



TRM Corporation
Consolidated Statement of Shareholders Equity
(Unaudited)
(In thousands)
 AccumulatedAdditional
    
    
    otherComprehensive
    
    
    Common
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulatedincome
    
    
    Shares
    
    
    Amounts
    
    
    capital
    
    
    income
    
    
    deficit
    
    
    TotalBalances, December 31, 2006
    
    
    
    
    
    
    17,126
    
    
    $
    135,595
    
    
    $
    63
    
    
    $
    4,692
    
    
    $
    (114,657
    )
    
    $
    25,693Comprehensive loss:Net loss
    
    $
    (2,231
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,231
    )
    
    
    (2,231
    )Other comprehensive income
(loss) -Foreign currency
translation adjustment:Recognized in income
    
    
    (2,622
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,622
    )
    
    
    
    
    
    
    (2,622
    )Current period adjustment
    
    
    488
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    488Comprehensive loss
    
    $
    (4,365
    )Other capital additions
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53Exercise of stock options
    
    
    
    
    
    
    16
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23Stock option expense
    
    
    
    
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23
    )Restricted stock expense
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Balances, March 31, 2007
    
    
    
    
    
    
    17,142
    
    
    $
    135,751
    
    
    $
    63
    
    
    $
    2,558
    
    
    $
    (116,888
    )
    
    $
    21,484
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TRM Corporation
Consolidated Statements of Cash Flows
Three months ended March 31, 2006 and 2007
(Unaudited)
(In thousands)
 2006
    
    
    2007Operating activities:Net loss
    
    $
    (1,499
    )
    
    $
    (2,231
    )Adjustments to reconcile net loss to net cash used in operating activities:Impairment charges and asset write-downs
    
    
    
    
    
    
    2,701Depreciation and amortization
    
    
    5,337
    
    
    
    1,302Non-cash stock compensation
    
    
    83
    
    
    
    80Loss on disposal of equipment
    
    
    230
    
    
    
    4Provision for doubtful accounts
    
    
    50
    
    
    
    Loss on early extinguishment of debt
    
    
    
    
    
    
    4,035Gain 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
    )Accounts receivable
    
    
    (467
    )
    
    
    (398
    )Inventories
    
    
    688
    
    
    
    191Income tax receivable
    
    
    (87
    )
    
    
    Prepaid expenses and other
    
    
    (585
    )
    
    
    583Accounts payable
    
    
    (407
    )
    
    
    1,202Income taxes payable
    
    
    
    
    
    
    (1
    )Accrued expenses
    
    
    (6,679
    )
    
    
    2,716Deferred income taxes
    
    
    (431
    )
    
    
    Total operating activities
    
    
    (3,767
    )
    
    
    (4,182
    )Investing activities:Proceeds from sale of equipment
    
    
    21
    
    
    
    12Capital expenditures
    
    
    (963
    )
    
    
    (33
    )Proceeds from sale of discontinued operations
    
    
    
    
    
    
    99,169Acquisition of intangible and other assets
    
    
    (164
    )
    
    
    (61
    )Total investing activities
    
    
    (1,106
    )
    
    
    99,087Financing activities:Borrowings on notes payable
    
    
    6,254
    
    
    
    1,118Repayment of notes payable
    
    
    (7,745
    )
    
    
    (98,409
    )Principal payments on capital lease obligations
    
    
    (275
    )
    
    
    (26
    )Decrease (increase) in restricted cash  TRM Inventory Funding Trust
    
    
    (3,488
    )
    
    
    3,011Proceeds (repayments) of TRM Inventory Funding Trust note, net
    
    
    3,530
    
    
    
    (3,234
    )Proceeds from exercise of stock options
    
    
    2
    
    
    
    23Other capital additions
    
    
    
    
    
    
    53Other
    
    
    (13
    )
    
    
    Total financing activities
    
    
    (1,735
    )
    
    
    (97,464
    )Effect of exchange rate changes
    
    
    70
    
    
    
    (1,014
    )Net decrease in cash and cash equivalents
    
    
    (6,538
    )
    
    
    (3,573
    )Beginning cash and cash equivalents, including $3,302 classified as assets held
for sale at 
December 31, 2006
    
    
    9,708
    
    
    
    8,086Ending cash and cash equivalents
    
    $
    3,170
    
    
    $
    4,513Supplemental cash flow information:Payments:Cash paid for interest
    
    $
    1,959
    
    
    $
    975Cash paid for income taxes
    
    $
    133
    
    
    $
    
  5




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TRM Corporation
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Interim Financial Data
    6




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2. Financial Statement Reclassifications
  3. Net Loss Per Share
  7




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4. Inventories:
 December 31,
    
    
    March 31,2006
    
    
    2007(in thousands)Parts
    
    $
    605
    
    
    $
    485ATMs held for resale
    
    
    69
    
    
    
    100$
    674
    
    
    $
    585
 5. Equipment:
 December 31,
    
    
    March 31,2006
    
    
    2007(in thousands)Photocopiers
    
    $
    6,771
    
    
    $
    ATMs
    
    
    11,267
    
    
    
    11,027Furniture and fixtures
    
    
    1,307
    
    
    
    1,283Computer equipment
    
    
    7,116
    
    
    
    6,91226,461
    
    
    
    19,222Accumulated depreciation and amortization
    
    
    (14,815
    )
    
    
    (10,706
    )$
    11,646
    
    
    $
    8,516
 6. Term Loans and Line of Credit:
 December 31,
    
    
    March 31,2006
    
    
    2007(in thousands)Term loans
    
    $
    92,808
    
    
    $
    2,027Lines of credit
    
    
    6,510
    
    
    
    $
    99,318
    
    
    $
    2,027
  8




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7. Stock-based Compensation
  9




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2006
    
    
    2007Option grants
    
    $
    36
    
    
    $
    (23
    )Restricted shares
    
    
    47
    
    
    
    103Total stock-based compensation expense
    
    $
    83
    
    
    $
    80
  Number of
    
    Weighted averageshares
    
    exercise priceOutstanding January 1, 2007
    
    
    658,125
    
    
    $
    6.39Options granted
    
    
    
    
    
    
    Options exercised
    
    
    (17,500
    )
    
    
    1.56Options forfeited
    
    
    (36,250
    )
    
    
    11.02Outstanding March 31, 2007
    
    
    604,375
    
    
    
    6.25
   8. Provision for Income Taxes
  9. Segment Reporting
  10




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10. Discontinued Operations and Sales of Businesses
       11




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Three months ended March 31,2006
    
    
    2007Canada photocopy
    
    $
    877
    
    
    $
    525United Kingdom photocopy
    
    
    835
    
    
    
    United States photocopy
    
    
    5,902
    
    
    
    1,368Canada ATM
    
    
    1,689
    
    
    
    United Kingdom ATM
    
    
    7,082
    
    
    
    1,653Germany ATM
    
    
    
    
    
    
    130$
    16,385
    
    
    $
    3,676
  2006
    
    
    2007Gain onOperations
    
    
    Operations
    
    
    Sale
    
    
    TotalCanada photocopy
    
    $
    (19
    )
    
    $
    (2,916
    )
    
    $
    
    
    
    $
    (2,916
    )United Kingdom photocopy
    
    
    (292
    )
    
    
    
    
    
    
    
    
    
    
    United States photocopy
    
    
    602
    
    
    
    398
    
    
    
    833
    
    
    
    1,231Canada ATM
    
    
    (12
    )
    
    
    (113
    )
    
    
    2,550
    
    
    
    2,437United Kingdom ATM
    
    
    (1,078
    )
    
    
    (1,617
    )
    
    
    6,420
    
    
    
    4,803Germany ATM
    
    
    (278
    )
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )$
    (1,077
    )
    
    $
    (4,303
    )
    
    $
    9,803
    
    
    $
    5,500
  12




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Assets:Accounts receivable, net
    
    $
    297Inventories
    
    
    39Equipment
    
    
    128$
    464Liabilities:Accounts payable
    
    $
    36Accrued liabilities
    
    
    64$
    100
 11. Litigation and Potential Claims
   12. Corporate Restructuring
   13




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13. Subsequent Event  Sale of Canadian Photocopy Business
  14. New Accounting Standards
    14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
   Overview
   15




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Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
 ATM Results of Operations  Continuing Operations2006
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %(in thousands, except operating and percentage data)Transaction-based sales
    
    $
    25,922
    
    
    
    100.0
    %
    
    $
    21,376
    
    
    
    100.0
    %Less discounts
    
    
    16,986
    
    
    
    65.5
    
    
    
    14,268
    
    
    
    66.7Net transaction-based sales
    
    
    8,936
    
    
    
    34.5
    %
    
    
    7,108
    
    
    
    33.3
    %Service and other sales
    
    
    2,098
    
    
    
    
    
    
    
    1,178Sales of ATM equipment
    
    
    1,497
    
    
    
    
    
    
    
    345Net sales
    
    
    12,531
    
    
    
    
    
    
    
    8,631Cost of sales:Cost of vault cash
    
    
    1,429
    
    
    
    
    
    
    
    1,445Other
    
    
    4,244
    
    
    
    
    
    
    
    4,442Gross profit
    
    $
    6,858
    
    
    
    
    
    
    $
    2,744Operating data:Average number of transacting ATMs
    
    
    13,122
    
    
    
    
    
    
    
    10,808Withdrawal transactions
    
    
    11,236,307
    
    
    
    
    
    
    
    9,073,262Average withdrawals per ATM per month
    
    
    285
    
    
    
    
    
    
    
    280Average transaction-based
sales per withdrawal
transaction
    
    $
    2.31
    
    
    
    
    
    
    $
    2.35Average discount per
withdrawal transaction
    
    $
    1.51
    
    
    
    
    
    
    $
    1.57Net transaction-based sales
per withdrawal transaction
    
    $
    .80
    
    
    
    
    
    
    $
    .78
 Sales
    
    
    A 17.6% decrease in the average number of transacting ATMs in our
networks, primarily as a result of attrition of the contracts acquired from eFunds
Corporation in November 2004. We expect that the number of ATMs in our networks will
continue to decrease during the remainder of 2007.
    
    A 1.8% decrease in average withdrawal transactions per ATM per month.
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
    
    A 1.7% increase in average transaction-based sale per withdrawal
transaction.
   Sales Discounts
  Cost of Sales
   18




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Selling, General and Administrative Expense
  
    
    Amortization expense decreased by $1.3 million due to the reduction of the basis of
our intangible assets as a result of impairment charges taken in the third quarter of
2006.
    
    Legal, accounting and consulting expenses decreased by $374,000. The first quarter
of 2006 included costs relating to finalizing our first-year compliance with Section
404 of the Sarbanes-Oxley Act of 2002.
    
    Labor costs decreased by $469,000, or approximately 19%. In connection with and
following the sales of businesses in January 2007 we have substantially reduced our
selling, general and administrative staff, from 102 employees as of December 31, 2006,
to 65 employees as of March 31, 2007, and further to 60 employees as of May 31, 2007.
We anticipate additional staff reductions during the remainder of the second and third
quarters of 2007.
    
    Travel expenses decreased by $184,000 due to a concerted effort to control travel
expenses.
 Restructuring Charges
   19




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Loss on Early Extinguishment of Debt
  Tax Rate
  Discontinued Operations
      20




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Net Loss
  Liquidity and Capital Resources
 General
  21




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Syndicated Credit Facility
    23




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United States Vault Cash Facility
 General.
 Structure of the facility.
 
    
    TRM Inventory Funding Trust, or the Trust. The Trust is a Delaware
business trust that was created pursuant to a deposit trust agreement among GSS
Holdings, Inc. as depositor, Wilmington Trust Company as owner trustee, and TRM ATM
Corporation as servicer. The majority equity holder in the Trust is Autobahn Funding
Company, LLC, and the minority equity holder is GSS Holdings, Inc. Neither we, TRM ATM
Corporation nor any of our other affiliates have any ownership interest in the Trust.
    
    TRM ATM Corporation, or TRM ATM. TRM ATM is one of our subsidiaries and
acts as the servicer under the facility.
    
    Autobahn Funding Company, LLC, or Autobahn. Autobahn is an affiliate of DZ
Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and is the lender
under the facility. Autobahn is independent of us, TRM ATM and our other affiliates.
 Operation of the facility.
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Collateral and credit enhancement.
  Cost of the facility.
 
    
    Interest on the loaned funds. The loans bear interest at an interest rate
equal to 1.75% (1.35% after April 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, 2007 was $1.3 million.
    
    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, 2007. Autobahns annual return
is equal to 1.75% plus the interest rate borne by the commercial paper that is
outstanding. GSS Holdings annual return is equal to 25.0%.
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
    
    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, 2007 were $77,000.
 Risk of loss and insurance.
  United Kingdom Vault Cash Facility
  Canadian Vault Cash Facility
  Off-balance Sheet Arrangements
  26




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Contractual Commitments and Obligations
  Payments Due by PeriodApril 1 December 31,Contractual obligations
    
    Total
    
    
    2007
    
    
    2008-2009
    
    
    2010-2011
    
    
    After 2011TRM Corporation and subsidiariesLong-term debt
    
    $
    3,879
    
    
    $
    269
    
    
    $
    714
    
    
    $
    714
    
    
    $
    2,182Operating leases
    
    
    2,583
    
    
    
    798
    
    
    
    1,350
    
    
    
    262
    
    
    
    173Purchase obligations
    
    
    13,125
    
    
    
    3,750
    
    
    
    9,375
    
    
    
    
    
    
    
    Total TRM Corporation and subsidiaries
    
    
    19,587
    
    
    
    4,817
    
    
    
    11,439
    
    
    
    976
    
    
    
    2,355TRM Inventory Funding Trust note payable
    
    
    93,645
    
    
    
    3,749
    
    
    
    9,952
    
    
    
    9,952
    
    
    
    69,992Total contractual cash obligations
    
    $
    113,232
    
    
    $
    8,566
    
    
    $
    21,391
    
    
    $
    10,928
    
    
    $
    72,347
  Critical Accounting Policies and Estimates
  New Accounting Standards
    27




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
    Foreign Currency Risk
  28




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ITEM 4. CONTROLS AND PROCEDURES
    Ineffective controls over segment disclosures and impairment analysis.
 Inadequate staffing in the United Kingdom.
   29




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PART II  OTHER INFORMATION
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  30




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ITEM 6. EXHIBITS
 (a) Exhibits
 2.1
    
    Asset Purchase Agreement dated June 19, 2007, between TRM (Canada)
Corporation and TRM Multitech Services Inc.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 3.2 of
Form 10-K for the fiscal year ended June 30, 1998).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
    
    Investors Rights Agreement (incorporated herein by reference to
Exhibit 4.1 of Form 8-K dated July 9, 1998).4.3
    
    Articles V, VI and VII of the Restated Articles of Incorporation,
as amended (See Exhibit 3.1).4.4
    
    Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2).10.6
    
    (a)
    
    Employment Agreement dated August 12, 2005, with Daniel E. OBrien (incorporated
herein by reference to Exhibit 10.7(f) of Form 10-Q for the period ended June 30,
2005).(b)
    
    Retainer Agreement dated May 31, 2007 by and
between TRM Corporation and Jeffrey F. Brotman.(c)
    
    Employment Agreement dated May 21, 2007, by and
between TRM Corporation and Richard B. Stern.(d)
    
    Consulting Agreement dated December 12, 2006,
by and between TRM Corporation and Danial J. Tierney (incorporated
herein by reference to Exhibit 10.6(d) of Form 10-K for the year ended
December 31, 2006).(e)
    
    Severance Agreement dated December 12, 2006 by
and between TRM Corporation and Danial J. Tierney (incorporated herein
by reference to Exhibit 10.6(e) of Form 10-K for the year ended
December 31, 2006).(f)
    
    Retainer Agreement dated May 3, 2006 by and
between TRM Corporation and Amy B. Krallman (incorporated herein by
 31




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reference to Exhibit 10.7(j) of Form 10-Q filed for the quarter ended
March 1, 2006).31.1
    
    Certification of Chief Executive Officer of TRM Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer of TRM Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification of Principal Accounting 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 1350.32.3
    
    Certification of Principal Accounting Officer of TRM Corporation
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
 
 SIGNATURE
  TRM CORPORATIONDate:
July 19, 2007
    
    By:
    
    /s/ Jon S. PitcherJon S. PitcherPrincipal Accounting Officer
 32