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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
COMMISSION FILE NUMBER 0-19657
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TRM COPY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0809419
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
5208 N.E. 122ND AVENUE
PORTLAND, OREGON 97230-1074
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (503) 257-8766
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock
(Title of each class)
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 and
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 [ X ] No
[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
As of July 31, 1996 the aggregate market value of the Registrant's
Common Stock held by non affiliates of the Registrant was $58.3 million.
Solely for purposes of this calculation, the Registrant has treated its
Board of Directors and Executive Officers as affiliates.
As of July 31, 1996, the number of shares of the Registrant's Common
Stock outstanding was 6,486,291.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts of Registrant's 1996 Annual Report to Shareholders are
incorporated by reference into Part II of this Report, and parts of
Registrant's Proxy Statement for the annual meeting of shareholders on
October 22, 1996 are incorporated by reference into Part III of this
Report.
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PART I
ITEM 1. BUSINESS
GENERAL
As of August 1996, TRM Copy Centers Corporation owned and maintained
over 32,000 self-service photocopiers in retail establishments such as
pharmacies, stationery stores, hardware stores and gift shops in 66
metropolitan areas: 46 in the U.S., five in Canada, 14 in the U.K., and one
in France. TRM installs, maintains and supplies its photocopiers and
regularly monitors their usage. Each retail business collects payment from
its customers, shares in the revenue generated by the Copy Center and
benefits from any increase in walk-in traffic. The Company invoices and
collects payment from each retailer monthly.
TRM has had in place about 400 full-color copiers since 1992. While
the Company does not intend to substantially expand the number of Color
Copy Centers during fiscal 1997, it is likely that the color program will
be expanded at some point further in the future.
Each Copy Center consists of a photocopier, a machine stand and
advertising signs. Copy Centers are identified by the Company's trapezoidal
yellow and black "TRM Copies" signs.
TRM became the leading provider in self-service photocopying in many
of the metropolitan areas it serves by focusing on service and convenience.
The Company strives to conveniently locate high numbers of TRM Centers
throughout its service areas. Operations by geographic area are presented
in Note 10 to the Consolidated Financial Statements included in the Annual
Report to Shareholders.
The Company services its TRM Centers and provides all necessary
supplies. The retail business supplies space and electrical power for the
TRM Center and supervises its use. Consumers report the number of uses of
the TRM Center to the retail business cashier, who collects payment. Each
month, the retail business pays TRM a percentage of the TRM Center revenue,
which generally is based on a sliding scale related to usage, as recorded
by the TRM Center's tamper-proof internal counter.
All training, purchasing, billing and collection functions, as well as
coordination of customer service, are centralized in the Company's offices
in Portland, Oregon. Generally, the only personnel outside the Portland
offices are service and sales personnel. TRM minimizes costs by buying
large quantities of new and used photocopiers, by rebuilding used
photocopiers and by centrally purchasing large quantities of parts, paper
and toner. The Company believes that its centralized operating systems and
standardized operating procedures enable it to efficiently open new
geographies and to install and service thousands of TRM Centers.
The Company began business in 1981. From the end of fiscal 1991
through June 30, 1996, TRM opened operations in 20 U.S., five Canadian, 14
U.K., and one French metropolitan areas.
As used in this Annual Report, the terms "the Company" and "TRM" refer
to TRM Copy Centers Corporation and its subsidiaries, unless the context
requires otherwise.
LOCATIONS
TRM has focused its sales efforts on a large number of small retail
businesses so that no retail business accounts for a significant portion of
revenues or profits. Further, TRM has diversified geographically to avoid
dependence on one or more market areas. The Company does not believe that
the presence of significant competition in any single geographic market
would have a material adverse effect on the Company.
The Company has established a local Service Center in all its 48 major
metropolitan areas. Each of these Service Centers consists of leased
premises generally staffed by a service manager and one or more service
technicians and salespeople. TRM locates its Service Centers in sites
convenient to the TRM Centers. Service Centers include a small warehouse
for the storage of photocopiers, other components, spare parts, paper and
toner. The Company also has four small Service Centers where the service
manager is the only technician. These small Service Centers are based in
the managers' homes. Further, 13 of the most recently opened metropolitan
areas (called "satellites") were opened with resources from existing
Service Centers nearby and do not have stand-alone facilities.
2
EXPANSION
TRM installed 12,127 additional TRM Centers, net of replacements and
removals, from July 1, 1993 to June 30, 1996. In addition to installing
2,724 net TRM Centers in fiscal 1996, the Company focused on improving the
profit performance of the installed base of machines. During fiscal 1997,
the Company plans to add between 3,000 and 4,000 additional TRM Centers in
existing market areas and in new areas, and to continue to actively manage
its installed base.
The Company's planned expansion will require an increase in the number
of installed photocopiers, Service Centers, service technicians,
salespeople and customers. TRM uses both new and used photocopiers, and as
of July 31, 1996, had over 5,000 uninstalled photocopiers in its system
(see "Photocopiers"). The Company will open a new Service Center in each
new geographic market as it is justified. The service technicians needed
for the planned expansion will be trained at TRM's Technology Center in
Portland. TRM sells the TRM Center concept to retail businesses through
sales lead generation programs and local door-to-door solicitation using
independent and Company sales representatives, and, beginning in 1996,
service technicians.
In January 1996, the Company began a program called "service selling"
in selected North American cities. The program trains and rewards service
technicians to sell the TRM program in their service areas. Coincident with
the rollout of service selling, effective July 1, 1996, the Company
streamlined field operations. Field sales responsibilities were moved into
the field operations group under the Chief Operating Officer. This allows
for the sharing of management teams across the expanse of North America and
for a coordinated effort to grow our market share in established cities,
particularly in North America.
In actively managing the profit performance of the installed base,
under-performing machines are removed and put back into stock to be
redeployed at better sites. Machines under-priced for the supporting copy
volume are repriced to higher levels. During fiscal 1996, machines were
relocated and copy prices were raised at thousands of locations.
The Company intends to continue to focus on its core photocopy
business with controlled growth from new and existing U.S. market areas,
from international expansion and from new products and services which can
be delivered to the core customer base and similar customers.
NEW PRODUCTS AND SERVICES UNDER DEVELOPMENT
The Company is positioned to add other products or services to further
optimize the use of its in-place network of sales, service, distribution
and support as well as its growing installed customer base. Although sales
generated from additional products currently represent less than 5% of the
total sales, the Company is actively testing multiple new products and
services.
During 1996, investments were made in designing an add-on electronic
and receipt printing module for the Company's photocopiers, which allows
for stepped volume pricing (e.g., the first copy for 10(cent), copies 2-5
for 7(cent), etc.). This will be market tested in fiscal 1997. The Company
is also testing retailer-serviced coin-operated convenience copying with
large format chain stores, where TRM's service quality and worldwide
infrastructure is a key advantage, but where host cashiering is not a
desired benefit. Also in 1996, the Company expanded its initial trial for
marketing prepaid telephone cards (to our base of retailers). Another
example is the design-your-own instant business cards product, which is
discussed under the caption "BisCard Corporation." TRM's intent is to
invest in developing and market testing these and other new products and
services to identify those that clearly deserve to become country or
system-wide offerings. TRM has had in place about 400 full-color copiers
since 1992. While the Company does not intend to substantially expand the
number of Color Copy Centers during fiscal 1997, it is likely that the
color program will be expanded at some point further in the future.
COMPETITION
A person seeking photocopy services has a variety of alternatives to a
TRM Center. These alternatives include specialty full-service business
centers and copy and print shops, coin-operated photocopiers and other
photocopiers located within retail shops. Each of these alternatives may to
some extent compete with the Company. The Company does not attempt to
compete directly with most alternative suppliers of photocopy services.
Instead, the Company seeks to distinguish itself by blanketing its service
areas with large numbers of convenient photocopiers and by providing high
quality service to those locations.
3
Full-service business centers and copy and print shops generally serve
a market more interested in high volume and sophisticated copying than in
convenience of location.
Coin-operated photocopiers are sometimes located in smaller retail
establishments similar to TRM's locations. While these coin-operated
photocopiers provide an alternative to Copy Centers, the Company believes
that they are less convenient to operate and do not pose a significant
competitive threat to the majority of TRM's retailers. As indicated under
the caption "New Products and Services Under Development," the Company is
testing coin-operated copying with major large format chains and retail
stores, which have not been targeted by TRM up to the present time.
The Company is aware of several self-service non-coin-operated
photocopier businesses using the retail business concept. To the Company's
knowledge, each is limited to a relatively small geographic market and a
relatively small number of photocopiers. Because of barriers to entry in
the Company's business, such as developing operating systems, establishing
sources of supply and achieving economies of scale, the Company does not
believe any of these competitors currently represents a significant threat.
Personal copiers provide a substitute for Copy Centers. While these
photocopiers have been on the market for a number of years, the Company
does not believe that they have had a significant adverse effect on its
business. The Company is unable to predict whether a technological or price
breakthrough might increase sales of personal copiers and reduce demand for
the Company's copy services.
Computers with printers allow convenient production of multiple
copies. The Company does not believe that computer printing will have a
significant adverse effect on its Copy Center business. At present,
computer duplicating is primarily used only for a document which is
electronically resident on that particular computer and not for other paper
originals. Both computer printers and personal copiers currently have per
copy costs to the user which are similar to or higher than TRM's retail
copy prices so they are not, in general, a lower cost alternative.
QUARTERLY SEASONALITY
Historically, the Company has experienced slightly higher than average
production per TRM Center in its third and fourth fiscal quarters and
slightly lower than average production per TRM Center in its first fiscal
quarter.
PHOTOCOPIERS
As of August 1996, TRM owned more than 37,000 new and used
photocopiers. Over 32,000 were revenue-producing Copy Centers in the field,
and over 5,000 were in the logistics pipeline, available for future
installation or waiting to be rebuilt. The Company continues to investigate
new and used photocopiers available for its use. Generally, new
photocopiers are shipped direct from the manufacturer to a TRM Service
Center. Used photocopiers are generally rebuilt at the Company's rebuilding
facility in Portland, Oregon. The Company expects to continue to use both
new and used photocopiers to expand its black and white copying business.
Supply
To date in North America, the Company has primarily used two similar
discontinued models of used photocopiers originally manufactured by Ricoh
Company, Ltd. and its affiliates. TRM bought these photocopiers from
photocopier brokers and dealers. These two models of black and white
photocopiers have not been manufactured since 1979 and 1982. During fiscal
1993, TRM developed a supply relationship with Mita Copystar America, Inc.
(Mita), for black and white photocopiers and related products in North
America. The resulting arrangement, as updated, contains no commitment to
purchase any specific number of photocopiers. The Company continues to
monitor and evaluate supplies and feature/functionality of new and used
photocopiers available for its use.
During fiscal 1992, the Company developed a supply relationship with
Ricoh Corporation (Ricoh) for full-color photocopiers and related products.
TRM is not currently adding to its inventory of full-color copiers. Ricoh
ships related products directly to the appropriate TRM Service Center as
directed by the Company. The Company will continue to monitor and evaluate
models of full-color photocopiers available for its use.
Also during fiscal 1992, a supply arrangement was entered into
with Mita Europe B.V. for black and white photocopiers and related products
in Europe. Under this arrangement, photocopiers and related products are
shipped from Mita directly to the Company's European Service Centers. The
Company continues to monitor and evaluate supplies of new and used
photocopiers in Europe available for its use.
4
Few of TRM's photocopiers have ever become mechanically obsolete.
Because of their simplicity, the Company believes that its photocopiers are
more dependable than many other models.
During fiscal 1997, the Company expects to buy and rebuild additional
copiers. However, it also expects to satisfy a portion of its expansion
plans with photocopiers on hand but not yet installed. Accordingly, the
number of photocopiers not yet installed is expected to decrease during
fiscal 1997.
Parts
The Company acquires a majority of the parts for its used photocopiers
directly from various parts fabricators. Many parts are built to TRM's
specifications. While TRM's strategy is to use multiple sources for its
parts to reduce dependence on single sources, some parts are purchased from
single sources. Temporary shortages, increased costs and quality control
problems could result if parts from a single or limited source became
unavailable. Currently, parts for the Mita photocopiers and the Ricoh
full-color photocopiers are being supplied primarily by the photocopier
manufacturers. The Company will continue to evaluate available sources of
supply for parts.
PAPER
Photocopy paper is purchased centrally by the Company's corporate
offices and then shipped directly from the mills to the Service Centers. A
number of paper companies are capable of producing the paper usable by the
Company. The Company believes that sufficient paper should be available to
supply the Company's expanding business. As explained in Management's
Discussion and Analysis in the Annual Report to Shareholders, the cost of
paper rose significantly during fiscal 1996 compared to fiscal 1995, but,
as of year end, costs were below the peak of the fall of 1995.
TONER
The Company currently purchases liquid toner for its North American
black and white rebuilt photocopiers directly from one manufacturer. The
Company believes that if another source of toner were needed, it could
obtain suitable toner on reasonable terms from other manufacturers,
although some start-up delays could occur. Currently, toner for the Mita
photocopiers and the Ricoh full-color photocopiers is being supplied
primarily by the photocopier manufacturers. The Company will continue to
evaluate available sources of supply for toner.
EMPLOYEES
As of June 30, 1996, the Company had approximately 650 employees, most
of which were full-time. Approximately 405 are in field service, 215 are in
sales, marketing, customer service, purchasing, billing and administration,
and 30 are in training, production and warehouse functions. None of the
Company's employees are represented by unions. The Company believes it has
good relations with its employees. The Company currently engages about 30
independent contractors to sell TRM Centers.
SERVICE MARKS
Most Copy Centers are identified by distinctive yellow and black
trapezoidal signs bearing "TRM Copies" and "TRM Color Copies" and the
program price. Most of TRM's signs are registered service marks.
COPY CENTERS INVESTMENT GROUP, LTD.
The Company serves as general partner of Copy Centers Investment
Group, Ltd., an Oregon limited partnership. The partnership was formed in
1983 to acquire certain Copy Centers from the Company. The partnership owns
79 Copy Centers in the states of Oregon and Washington. The Company
receives a management fee of 25% of the gross revenue from these 79 Copy
Centers, plus $20 per month for each of the 79 locations for accounting and
administrative functions. The Company also owns a 1% interest in the
profits and losses of the partnership. The partnership will terminate
December 31, 1998 according to the partnership agreement. The partnership's
operations do not constitute a material part of the business of the
Company.
5
BISCARD CORPORATION
Biscard Corporation, which was formed in 1992, has developed a
self-service, design-your-own, instant business card kiosk product. Until
July 1996, BisCard was 80% owned by the Company and 20% owned by a minority
shareholder. At that time, the Company purchased the 20% minority interest
for $50,000 cash. Currently, the Company is in phase one of a two phase
test market which calls for the placement of 500 business card kiosks in
selected metropolitan areas. As of June 30, 1996, about 350 of the units
had been placed. It is expected that this test market will continue through
at least December 31, 1996. Research and development costs have not been
significant to date.
GOVERNMENTAL REGULATION
The Company is not subject to significant governmental regulation.
Local zoning and sign regulations occasionally prohibit a retail business
from displaying the "TRM Copies" sign on an exterior wall or window. Local
zoning and use restrictions may not allow opening a Copy Center in an
otherwise desirable retail business. The Company does not expect such
restrictions to have a material adverse effect on the Company's expansion
plans.
FORWARD-LOOKING STATEMENTS
This Form 10-K includes 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 relating to the Company's plans or
expectations as to: future performance; growth opportunities; expansion;
improvements in efficiencies and cost controls; new products and services;
repricing machines; competition; paper costs and capital expenditures. The
following factors are among the factors that could cause 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 successfully and the volatility of paper costs. Any
forward-looking statements, including other written or oral forward-looking
statements made by the Company or persons acting on its behalf, should be
considered in light of these factors and other factors referred to from
time to time in the Company's press releases, periodic reports or
communications with shareholders.
ITEM 2. PROPERTIES
The Company leases approximately 25,750 square feet of office space
for its corporate offices in Portland, Oregon. The lease expires in 2010,
with an option to renew for an additional five years. The Company leases
31,500 square feet for training, rebuilding, warehousing, the Portland
Service Center and other office space under a lease that also expires in
2010. This facility is located next to the corporate offices.
The Company leases warehouse space for 47 Service Centers outside
Portland, Oregon. A Service Center typically consists of approximately
2,000 to 7,000 square feet of non-custom warehouse space. The leases
typically run for three to twelve years, some with extensions available
upon exercise of renewal options. The Company does not anticipate any
difficulty in locating or, if necessary, relocating Service Centers.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various claims and legal proceedings from
time to time in the ordinary course of its business. There are no pending
or threatened matters which in the Company's opinion could have a material
effect on the Company's operations or its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
6
PART II
The information required by Part II is incorporated herein by
reference from the TRM Copy Centers Corporation 1996 Annual Report to
Shareholders as indicated below. Except for such information, the 1996
Annual Report to Shareholders is not to be deemed filed as part of this
Report.
Annual Report
Page No.
--------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND Inside back
RELATED STOCKHOLDER MATTERS cover
ITEM 6. SELECTED FINANCIAL DATA 1
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 4-5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 1, 6-15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
The information required by Part III is incorporated herein by
reference from the indicated pages of the Company's definitive Proxy
Statement dated September 16, 1996 for its 1996 annual meeting of
shareholders.
Proxy
Statement
Page No.
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 3-5
ITEM 11. EXECUTIVE COMPENSATION 6-10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 1-2
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. FINANCIAL STATEMENTS (INCORPORATED BY REFERENCE Annual Report
FROM THE COMPANY'S 1996 ANNUAL REPORT TO Page No.
SHAREHOLDERS): --------
Consolidated Balance Sheets as of June 30, 1996
and 1995 6
Consolidated Statements of Operations for each of
the three years in the period ended June 30, 1996 7
Consolidated Statements of Stockholders' Equity
for each of the three years in the period ended
June 30, 1996 8
Consolidated Statements of Cash Flows for each of
the three years in the period ended June 30, 1996 9
Notes to Consolidated Financial Statements 10-15
Independent Auditors' Report 15
Form 10-K
Page No.
--------
2. FINANCIAL STATEMENT SCHEDULES:
Consent and Independent Auditors' Report on
Financial Statement Schedule S-1
VIII -- Valuation and Qualifying Accounts S-2
All other schedules are omitted because they are
not applicable or the required information is
shown in the financial statements or notes thereto.
3. EXHIBITS:
The exhibits listed in the Index to Exhibits,
which appears on page 10 herein, are filed as
part of this Annual Report.
(b) NO REPORTS ON FORM 8-K WERE FILED BY THE COMPANY
DURING THE LAST QUARTER OF FISCAL 1996.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Portland, Oregon, on September 17, 1996.
TRM COPY CENTERS CORPORATION
By: ROBERT A. BRUCE
--------------------------------
Robert A. Bruce
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael D. Simon and Robert A.
Bruce, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Report, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on September 17,
1996 on behalf of the Registrant and in the capacities indicated:
Signature Title
- ---------------------------------- -----------------------------------
MICHAEL D. SIMON President, Chief Executive Officer
- ---------------------------------- and Director
Michael D. Simon
ROBERT A. BRUCE Chief Financial Officer
- ---------------------------------- Vice President, Finance
Robert A. Bruce Corporate Secretary
FREDERICK O. PAULSELL Chairman of the Board and Director
- ----------------------------------
Frederick O. Paulsell
EDWIN S. CHAN Vice-Chairman of the Board and
- ---------------------------------- Director
Edwin S. Chan
SHERMAN M. COE Director
- ----------------------------------
Sherman M. Coe
RALPH R. SHAW Director
- ----------------------------------
Ralph R. Shaw
DONALD L. VAN MAREN Director
- ----------------------------------
Donald L. Van Maren
9
EXHIBIT INDEX
Exhibit
Exhibits Page No.
- -------- --------
3.1 Restated Articles of Incorporation (Incorporated herein by
reference to Exhibit 3.1 of Form 10-K for the fiscal year
ended June 30, 1992)
3.2 Restated Bylaws
4.1 Articles V, VI and VII of the Restated Articles of
Incorporation (See Exhibit 3.1)
4.2 Articles I, II, V, VII and X of the Restated Bylaws, as
amended (See Exhibit 3.2)
10.1 Indemnity Agreements with Registrant's directors and
executive officers (those dated November 4, 1991
Incorporated herein by reference to Exhibit 10.2 of Form
S-1 dated November 8, 1991 [No. 33-43829] and those
executed in fiscal 1995 Incorporated herein by reference
to Exhibit 10.1 of Form 10-K for the fiscal year ended
June 30, 1995)
10.2 Loan Agreement with West One Bank, Oregon, dated February
7, 1996
10.3 Loan Agreement with West One Bank, Idaho, dated February
7, 1996
10.4 a) Lease dated October 14, 1991 between Pacific Realty
Associates, L.P. and Registrant (for Registrant's
training facility in Portland, Oregon)
(Incorporated herein by reference to Exhibit 10.7
of Form S-1 dated November 8, 1991 [No. 33-43829])
b) Lease amendment dated February 7, 1994, between
Pacific Realty Associates, L.P. and Registrant
(Incorporated herein by reference to Exhibit 10.7
of Form 10-K for the fiscal year ended June 30,
1994)
c) Lease amendment dated August 10, 1994, between
Pacific Realty Associates, L.P. and Registrant
(Incorporated herein by reference to Exhibit 10.5
of Form 10-K for the fiscal year ended June 30,
1995)
d) Lease dated August 10, 1994 between Pacific Realty
Associates, L.P. and Registrant (for the
Registrant's corporate headquarters in Portland,
Oregon) (Incorporated herein by reference to
Exhibit 10.4 of Form 10-K for the fiscal year ended
June 30, 1995)
10.6 Restated 1986 Stock Incentive Plan (Incorporated herein by
reference to Exhibit 10.8 of Form 10-K for the fiscal year
ended June 30, 1994)
10.7 Employee Stock Purchase Plan (Incorporated herein by
reference to Exhibit 28.1 of Form S-8 dated December 7,
1992 [No. 33-55370])
10.8 Form of Stock Option Agreements:
a) For option grants before fiscal 1994 (Incorporated
herein by reference to Exhibit 10.9 of Form S-1
dated November 8, 1991 [No. 33-43829])
b) For option grants during fiscal 1994 (Incorporated
herein by reference to Exhibit 10.10 of Form 10-K
for the fiscal year ended June 30, 1994)
c) For option grants during fiscal 1995 (Incorporated
herein by reference to Exhibit 10.8 of Form 10-K
for the fiscal year ended June 30, 1995)
10.9 Employment Agreements:
a) Employment Agreement dated January 17, 1995 with
Michael D. Simon (Incorporated herein by reference
to Exhibit 10.9 of Form 10-K for the fiscal year
ended June 30, 1995)
b) Employment Agreement dated April 25, 1996 with
Michael D. Simon
10.10 Executive Supplemental Retirement Agreement with Edwin S.
Chan dated January 9, 1995 (Incorporated herein by
reference to Exhibit 10.9 of Form 10-K for the fiscal year
ended June 30, 1995)
13.1 Portions of the 1996 Annual Report to Shareholders
21.1 Subsidiaries of the Registrant
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
(see Page S-1)
24.1 Power of Attorney (see Signature page)
27.1 Financial Data Schedule
10
Consent and Independent Auditors' Report
on Financial Statement Schedule
-------------------------------
The Board of Directors
TRM Copy Centers Corporation:
The audits referred to in our report dated August 13, 1996 included the
related financial statement schedule as of June 30, 1996 and for each year
in the three-year period ended June 30, 1996, as listed in Item 14(a)(2) of
Form 10-K of TRM Copy Centers Corporation. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement
schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
We consent to the incorporation by reference on Form S-8 (Nos. 33-55370 and
33-74354) of TRM Copy Centers Corporation of our reports dated August 13,
1996, relating to the consolidated balance sheets of TRM Copy Centers
Corporation and subsidiaries as of June 30, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, cash flows,
and related schedule for each of the years in the three-year period ended
June 30, 1996, which reports appear in the June 30, 1996 annual report
incorporated by reference in Form 10-K of TRM Copy Centers Corporation.
KPMG PEAT MARWICK LLP
Portland, Oregon
September 10, 1996
S-1
TRM COPY CENTERS CORPORATION AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
Years ended June 30, 1994, 1995, and 1996
(In thousands)
Balance at Charged to Charged to Balance at
Beginning of costs and other End of
Period expenses accounts Deductions Period
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Year ended June 30, 1994 ---
Allowance for doubtful accounts..... $ 193 $ 192 $ -- $ (202) $ 183
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Year ended June 30, 1995 ---
Allowance for doubtful accounts..... $ 183 $ 344 $ -- $ (261) $ 266
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Year ended June 30, 1996 ---
Allowance for doubtful accounts..... $ 266 $ 700 $ -- $ (679) $ 287
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