Numerex (NMRX) 8-K/A Results of Operations and Financial Condition

Exhibit 99.1

Numerex Corp. Contact:

Alan Catherall

770 485-2527

Investor Relations Contact:

Seth Potter

646 277-1230

Press Release

For Immediate Release

Numerex Issues Corrected Third Quarter 2009 Financial Results

Correction Does Not Affect Previously Reported Cash Position, Revenues or Adjusted EBITDA

ATLANTA, Nov. 9, 2009 /PRNewswire-FirstCall/ -- Numerex Corp (NASDAQ: NMRX), a leading single source provider of secure machine-to-machine (M2M) products and services, today issued a correction to its financial results for its third quarter ended September 30, 2009, which were announced on November 5, 2009. The correction does not affect prior reporting periods or require an accounting restatement.

As previously reported, during the third quarter ended September 30, 2009, the Company utilized cash to retire an aggregate of $3.0 million of its non convertible secured term notes and converted $2.0 million of its convertible secured term notes to 448,467 shares of its Class A Common Stock.  The convertible debt retired had an original conversion price of $10.37 per share compared to an average revised conversion price of $4.46 per share.

Under generally accepted accounting principles, specifically, ASC 470-20 (formerly Financial Accounting Standard 84), an adjustment to the conversion price of the convertible note should have been accounted for as an inducement to convert the note, even though there was no economic incentive offered.  The fair value of the shares provided approximated the carrying value of the outstanding note.

As a result, the Company is required to report an additional $1.3 million non-cash adjustment to interest expense for its third quarter ended September 30, 2009.  The Company also expects to report a $1.2 million non-cash adjustment during the fourth quarter associated with the recent retirement of its remaining structured debt.   These amounts represent the incremental number of shares issued multiplied by the share price on the settlement date.

This is a non-cash adjustment and has no impact on the Company’s base business. In particular, it does not change either historical operating earnings or forward looking statements for the fourth quarter of 2009. As a result of this correction, GAAP  pre-tax net loss is now $2.2 million, compared to a GAAP  pre-tax net income of $202,000 in the third quarter of 2008. GAAP pre-tax basic/diluted loss per share was ($0.15) for the quarter ended September 30, 2009, compared with earnings per share of $0.01 in the same period last year.

Adjusted EBITDA, which excludes stock-based compensation expense and legal fees associated with litigation, remains unchanged at $0.8 million for the quarter ended September 30, 2009 following the correction, compared to $1.9 million in the same period last year.  Non-GAAP basic/diluted loss per share remains unchanged at ($0.02) for the quarter ended September 30, 2009 compared to net income per share of $0.05 in the same period last year. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release.

ABOUT NUMEREX

Numerex Corp. (NASDAQ: NMRX) is the single source machine-to-machine (M2M) product and service provider to some of the world's largest organizations delivering the foundational components of device, network, and application, used by its customers in the development of their M2M solutions. Customers typically subscribe to Numerex network and application services that are delivered through its hosted platforms. The Company's offerings and expertise enable its customers to efficiently build reliable and secure solutions that are used to monitor and manage assets remotely whenever and wherever needed, while simplifying and speeding up development and deployment. Numerex DNA(TM) offerings include hardware Devices, Network services, and software Applications that are delivered through its Numerex FAST(TM) (Foundation Application Software Technology) platform. Numerex is the first M2M service provider in North America to carry the ISO 27001 information security certification. "Machines Trust Us(TM)" represents the Company's focus on M2M data security, service reliability, and round-the-clock support of its customers' M2M solutions. For additional information, please visit www.numerex.com.

This press release contains, and other statements may contain, forward-looking statements with respect to Numerex future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding growth trends and activities in the wireless data business. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "assume," "strategy," "plan," "outlook," "outcome," "continue," "remain," "trend," and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may," or similar expressions. Numerex cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements speak only as of the date of this press release, and Numerex assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance.

The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: our inability to reposition our platform to capture greater recurring service revenues; the risks that a substantial portion of Orbit One's revenues are derived from government contracts that may be terminated by the government at any time; variations in quarterly operating results; delays in the development, introduction, integration and marketing of new wireless services; customer acceptance of services; economic conditions resulting in decreased demand for our products and services; the risk that our strategic alliances and partnerships will not yield substantial revenues; changes in financial and capital markets; the inability to attain revenue and earnings growth in our wireless data business; changes in interest rates; inflation; the introduction, withdrawal, success and timing of business initiatives and strategies; competitive conditions; the inability to realize revenue enhancements; and extent and timing of technological changes. Numerex SEC reports identify additional factors that can affect forward-looking statements.

Numerex Corp.
Condensed Consolidated Statement of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended												Nine Months Ended
	September 30,												September 30,
	2009			2008			Change			%Change			2009			2008			Change			%Change
Net sales:
Hardware	$	3,977		$	11,632		$	(7,655	)		(66	%)	$	14,557		$	35,745		$	(21,188	)		(59	%)
Service		7,572			7,345			227			3	%		22,259			21,112			1,147			5	%
Total net sales		11,549			18,977			(7,428	)		(39	%)		36,816			56,857			(20,041	)		(35	%)
Cost of hardware sales		3,449			9,663			(6,214	)		(64	%)		12,611			30,838			(18,227	)		(59	%)
Cost of services		2,995			2,634			361			14	%		8,117			6,755			1,362			20	%
Gross Profit		5,105			6,680			(1,575	)		(24	%)		16,088			19,264			(3,176	)		(16	%)
Selling, general, and administrative expenses		3,907			4,697			(790	)		(17	%)		13,565			14,672			(1,107	)		(8	%)
Research and development expenses		584			473			111			23	%		1,743			1,488			255			17	%
Bad Debt Expense		102			209			(107	)		(51	%)		393			420			(27	)		(6	%)
Depreciation and amortization		879			773			106			14	%		2,516			2,289			227			10	%
Operating earnings (loss)		(367	)		528			(895	)		(170	%)		(2,129	)		395			(2,524	)		(639	%)
Interest expense		(1,781	)		(331	)		(1,450	)		438	%		(2,471	)		(1,141	)		(1,330	)		117	%
Other income		-			5			(5	)		(100	%)		1			2			(1	)		(50	%)
Earnings (loss) before tax		(2,148	)		202			(2,350	)		(1163	%)		(4,599	)		(744	)		(3,855	)		518	%
Provision (benefit) for income tax		31			125			(94	)		(75	%)		96			(421	)		517			(123	%)
Net earnings (loss)	$	(2,179	)	$	77		$	(2,256	)		(2930	%)	$	(4,695	)	$	(323	)	$	(4,372	)		1354	%
Basic earnings (loss) per common share	$	(0.15	)	$	0.01								$	(0.33	)	$	(0.02	)
Diluted earnings (loss) per common share	$	(0.15	)	$	0.01								$	(0.33	)	$	(0.02	)
Number of shares used in per share calculation
Basic		14,360			13,742									14,228			13,735
Diluted		14,360			13,986									14,228			13,735

Numerex Corp.
Supplemental Sales Information
(in thousands)
	Three Months Ended									Nine Months Ended
	September 30,									September 30,
Net Sales:	2009		2008		Change					2009		2008			Change
Wireless Data Communications
Hardware	$	3,793	$	10,235	$	(6,442	)	$	14,075	$	33,098	$	(19,023	)
Service		7,002		6,486		516			20,144		18,831		1,313
Sub -total		10,795		16,721		(5,926	)		34,219		51,929		(17,710	)
Digital Multimedia, Networking and Wireline Security
Hardware		184		1,397		(1,213	)		482		2,647		(2,165	)
Service		570		859		(289	)		2,115		2,281		(166	)
Sub-total		754		2,256		(1,502	)		2,597		4,928		(2,331	)
Total
Hardware		3,977		11,632		(7,655	)		14,557		35,745		(21,188	)
Service		7,572		7,345		227			22,259		21,112		1,147
Total net sales		11,549		18,977		(7,428	)		36,816		56,857		(20,041	)

Numerex Corp.
Condensed Consolidated Statement of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended									Nine Months Ended
	September 30, 2009									September 30, 2009
	GAAP						Non-GAAP			GAAP						Non-GAAP
	Results			Adjustments			Results			Results			Adjustments			Results
Net sales:
Hardware	$	3,977					$	3,977		$	14,557					$	14,557
Service		7,572						7,572			22,259						22,259
Total net sales		11,549						11,549			36,816						36,816
Cost of hardware sales		3,449						3,449			12,611						12,611
Cost of services		2,995						2,995			8,117						8,117
Gross Profit		5,105			-			5,105			16,088			-			16,088
		44.2	%					44.2	%		43.7	%					43.7	%
Selling, general, and administrative expenses		3,907			(278	)		3,629			13,565			(2,411	)		11,154
Research and development expenses		584						584			1,743						1,743
Bad debt expense		102						102			393						393
Earnings (loss) before interest, depreciation and amortization		512			278			790			387			2,411			2,798
Depreciation and amortization		879			-			879			2,516			-			2,516
Operating earnings (loss)		(367	)		278			(89	)		(2,129	)		2,411			282
Interest expense		(1,781	)		1,576			(205	)		(2,471	)		1,576			(895	)
Other income		-						-			1						1
Earnings (loss) before tax		(2,148	)		1,854			(294	)		(4,599	)		3,987			(612	)
Provision for income tax		31			-			31			96			-			96
Net earnings (loss)	$	(2,179	)	$	1,854		$	325	)	$	(4,695	)	$	3,987		$	(708	)
Basic earnings (loss) per common share	$	(0.15	)				$	(0.02	)	$	(0.33	)				$	(0.05	)
Diluted earnings (loss) per common share	$	(0.15	)				$	(0.02	)	$	(0.33	)				$	(0.05	)
Number of shares used in per share calculation
Basic		14,360						14,360			14,228						14,228
Diluted		14,360						14,360			14,228						14,228
(a) These Unaudited non-GAAP Consolidated Statements of Operations are for informational purposes only and are not presented in
accordance with GAAP. The adjustments necessary to provide a direct reconciliation of the non-GAAP to the GAAP basis consolidated
Statement of Operations exclude stock option expense and legal fees associated with litigation. Interest expense excludes GAAP costs
and non-cash costs of debt extinguishment.

Numerex Corp.
Condensed Consolidated Statement of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended									Nine Months Ended
	September 30, 2008									September 30, 2008
	GAAP						Non-GAAP			GAAP						Non-GAAP
	Results			Adjustments			Results			Results			Adjustments			Results
Net sales:
Hardware	$	11,632					$	11,632		$	35,745					$	35,745
Service		7,345						7,345			21,112						21,112
Total net sales		18,977						18,977			56,857						56,857
Cost of hardware sales		9,663						9,663			30,838						30,838
Cost of services		2,634						2,634			6,755						6,755
Gross Profit		6,680			-			6,680			19,264			-			19,264
		35.2	%					35.2	%		33.9	%					33.9	%
Selling, general, and administrative expenses		4,697			(600	)		4,097			14,672			(1,715	)		12,957
Research and development expenses		473						473			1,488						1,488
Bad debt expense		209						209			420						420
Earnings before interest, depreciation and amortization		1,301			600			1,901			2,684			1,715			4,399
Depreciation and amortization		773						773			2,289						2,289
Operating earnings (loss)		528			600			1,128			395			1,715			2,110
Interest expense		(331	)					(331	)		(1,141	)					(1,141	)
Other income		5						5			2						2
Earnings (loss) before tax		202			600			802			(744	)		1,715			971
Provision (benefit) for income tax		125						125			(421	)		546			125
Net earnings (loss)	$	77		$	600		$	677		$	(323	)	$	1,169		$	846
Basic earnings (loss) per common share	$	0.01					$	0.05		$	(0.02	)				$	0.06
Diluted earnings (loss) per common share	$	0.01					$	0.05		$	(0.02	)				$	0.06
Number of shares used in per share calculation
Basic		13,742						13,742			13,735						13,735
Diluted		13,742						13,742			13,735						13,735
(a) These Unaudited non-GAAP Consolidated Statements of Operations are for informational purposes only and are not presented in
accordance with GAAP. The adjustments necessary to provide a direct reconciliation of the non-GAAP to the GAAP basis consolidated
Statement of Operations exclude stock option expense and legal fees associated with litigation.

NUMEREX CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share information)
	September 30,			December 31,
	2009			2008
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	5,876		$	8,917
Short term investments		-			-
Accounts receivable, less allowance for doubtful accounts of $393 at September 30, 2009 and $1,010 at December 31, 2008:		5,280			9,159
Inventory		7,034			8,506
Prepaid expenses and other current assets		1,683			1,508
Deferred tax asset current		-			-
TOTAL CURRENT ASSETS		19,873			28,090
Property and equipment, net		1,749			1,765
Goodwill, net		23,787			23,771
Other intangibles, net		5,161			5,796
Software, net		2,813			2,796
Other assets		189			288
Deferred tax asset long term		-			-
TOTAL ASSETS	$	53,572		$	62,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	5,653		$	7,289
Other current liabilities		2,097			2,943
Note payable, current		3,072			2,568
Deferred revenues		1,765			1,134
Obligations under capital leases, current portion		23			29
TOTAL CURRENT LIABILITIES		12,610			13,963
LONG TERM LIABILITIES
Note payable		834			7,629
Obligations under capital leases and other long term liabilities		420			520
TOTAL LONG TERM LIABILITIES		1,254			8,149
COMMITMENTS AND CONTINGENCIES		-			-
SHAREHOLDERS’ EQUITY
Preferred stock - no par value; authorized 3,000,000; none issued		-			-
Class A common stock – no par value; authorized 30,000,000; issued 15,856,090 shares at September 30, 2009 and 15,372,611 shares at December 31, 2008; outstanding 14,630,281 shares at September 30, 2009 and 14,163,518 shares at December 31, 2008		54,187			50,801
Additional paid-in-capital		5,361			4,587
Treasury stock, at cost, 1,225,809 shares on September 30, 2009 and 1,185,809 on December 31, 2008		(5,213	)		(5,053	)
Class B common stock – no par value; authorized 5,000,000; none issued		-			-
Accumulated other comprehensive income(loss)		1			(8	)
Retained deficit		(14,628	)		(9,933	)
TOTAL SHAREHOLDERS' EQUITY		39,708			40,394
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	53,572		$	62,506