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

Numerex Corp. Contact:

Rick Flynt

770 615-1387

Investor Relations Contact:

Seth Potter

646 277-1230

EXHIBIT 99.1

Press Release

For Immediate Release

Numerex Reports Third Quarter 2014 Financial Results

3rd Quarter 2014 Comparisons to 3rd Quarter 2013

·   Total Net Revenues up 16.9% to $25.7 million

·   Subscription and Support revenues up 29.3% to $17.4 million

·   Gross Margin on subscriptions and support revenues was 59.8% compared to 58.3%

·   GAAP income from continuing operations, net of income taxes was $0.3 million

·   Adjusted EBITDA increased 32.3% to $3.3 million

ATLANTA, GA, November 5, 2014—Numerex Corp (NASDAQ:NMRX), a leading provider of interactive and on-demand machine-to-machine (M2M) solutions enabling the Internet of Things (IoT), today announced financial results for its third quarter and nine-month period ended September 30, 2014.

“The Company posted another solid quarterly performance reflecting the strength of its position in industrial IoT and certain key M2M market segments,” stated Stratton Nicolaides, CEO and chairman of Numerex. “While the Company has continued to grow across a broad array of markets, its product strategy is centered on marketing and selling pre-engineered, pre-configured (high value) solutions used in supply chain, alarm security and home automation, offender monitoring, and an several asset tracking markets. As a result of our focus on these key markets, we have made sufficant strides in transitioning to a high value solution-as-a-service business. Importantly, these solutions command significantly higher average revenue per unit or ARPU. Consequently, ARPU has increased year over year as have our overall subscription and service margins. High value subscriptions now constitute over 30% of our total subscription base and  generates over 60% of our subscription and service revenues.”

9 month Year-to-Date 2014 Compared to 9 month Year-to-Date in 2013

·   Total Net Revenues up 24% to $69 million

·   Subscription and Support revenues up 25.3% to $47.5 million

·   Gross Margin on subscriptions and support revenues was 60.8% compared to 56.4%

·   GAAP income from continuing operations, net of income taxes was $1.6 million, up 61.9%

·   Adjusted EBITDA increased 64.4% to $9.1 million, reflecting a margin of 13.2%

Mr. Nicolaides continued, “We are pleased to report that our operating leverage improved in the third quarter as a result of strong recurring revenue growth, improved gross margins, and cost controls. Third quarter revenues generated from our recurring subscription and service base grew at nearly 30% year over year, while hardware revenues declined slightly. Total net revenues generated in the third quarter reached a milestone of nearly $26 million, an all-time high water mark for the Company. Consequently, we expect the Company is on track to generate between $93 and $95 million in total net revenue for the full year. While the revenue mix between service and hardware was different than we originally forecast, our focus on solutions-based subscriptions and revenues resulted in a substantial improvement in gross margins over the course of the year. As a result, the Company is on track to meet its guidance and grow Adjusted EBITDA between 40% and 45% for the full year."

Financial Metrics

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Non-GAAP Measures*	2014			2013			2014			2013
Adjusted EBITDA ($ in millions)	$	3.3		$	2.5		$	9.1		$	5.5
Adjusted EBITDA as a percent of total revenue		13.0	%		11.5	%		13.2	%		9.9	%
Adjusted EBITDA per diluted share	$	0.17		$	0.13		$	0.47		$	0.29
Net new subscriptions (units)		31,000			135,000			207,000			422,000
Total subscriptions (units)		2,416,000			2,146,000			2,416,000			2,146,000
______________
* Refer to the section of this press release entitled "Non-GAAP (Adjusted) Financial Measures" for a discussion of
these non-GAAP items and a reconciliation to the most comparable GAAP measure.
GAAP Measures
Subscription and support revenues ($ in millions)	$	17.4		$	13.5		$	47.5		$	37.9
Gross margin -- subscription and support revenues		59.7	%		58.3	%		60.8	%		56.4	%
Income from continuing operations, net of income
taxes  ($ in millions)	$	0.3		$	0.6		$	1.6		$	1.0
Diluted EPS from continuing operations	$	0.01		$	0.03		$	0.09		$	0.05

Additional Q3 Financial Information and Year-over-year comparisons to Q3 of 2013

Total GAAP operating expenses were $10.5 million compared to $8.3 million:

·   Sales and marketing expenses were $3.0 million compared to $2.6 million. The increase was due to our recent acquisition and the addition of sales and marketing personnel to drive and support growth.

·   General and administrative expenses were $3.4 million as compared to $3.2 million. The increase was primarily personnel related.

·   Engineering and development costs increased to $2.4 million from $1.3 million due to our recent merger with Omnilink and new product and project initiatives.

·   Operating expenses include depreciation and amortization charges of $1.6 million compared to $1.2 million.

Quarterly Conference Call

Numerex will discuss its quarterly results via teleconference today at 4:30 p.m. Eastern Time. Please dial (877) 303-9240 or, if outside the U.S. and Canada, (760) 666-3571 to access the conference call at least five minutes prior to 4:30 p.m. Eastern Time start time. A live webcast of the call will also be available at www.numerex.com under the Investor Relations section. The audio replay will be posted two hours after the end of the call on the Company’s website or by dialing (855) 859-2056 or (404)537-3406 if outside the US and Canada and entering the conference ID 26571509. The replay will be available for the next 10 days.

About Numerex
Numerex Corp. (NASDAQ:NMRX) is a leading provider of interactive and on-demand machine-to-machine (M2M) enterprise solutions enabling the Internet of Things (IoT). The Company provides its technology and services through its integrated M2M horizontal platforms, which are generally sold on a subscription basis. The Company offers Numerex DNA® solutions including hardware and smart Devices, cellular and satellite Network services, and software Applications utilizing Numerex solution technology.  The Company also provides business services to enable the development of efficient, reliable, and secure solutions while accelerating deployment. Numerex is ISO 27001 information security-certified, highlighting the Company's focus on M2M data security, service reliability and around-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. 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: the risks and uncertainties related to our ability to successfully integrate the operations, products and employees of Omnilink; the effect of the merger on relationships with customers, vendors and lenders; our inability to capture greater recurring subscription revenues; our ability to efficiently utilize cloud computing to expand our services; the risks that a substantial portion of revenues derived from contracts may be terminated at any time; the risks that our strategic suppliers and/ or wireless network operators materially change or disrupt the flow of products or services; variations in quarterly operating results; delays in the development, introduction, integration and marketing of new products and services; customer acceptance of services; economic conditions resulting in decreased demand for our products and services; the risk that our strategic alliances, partnerships and/or wireless network operators will not yield substantial revenues; changes in financial and capital markets and the inability to raise growth capital on favorable terms, if at all; the inability to attain revenue and earnings growth; changes in interest rates; inflation; the introduction, withdrawal, success and timing of business initiatives and strategies; competitive conditions; the inability to realize revenue enhancements; disruption in key supplier relationships and/or related services; and extent and timing of technological changes.

© 2014 Numerex Corp. All rights reserved. Numerex, the Numerex logo and all other marks contained herein are trademarks of Numerex Corp. and/or Numerex-affiliated companies. All other marks contained herein are the property of their respective owners.

-continued-

NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net sales:
Subscription and support revenues	$	17,429		$	13,482		$	47,530		$	37,932
Embedded devices and hardware		8,234			8,469			21,483			17,727
Total net sales		25,663			21,951			69,013			55,659
Cost of sales, exclusive of a portion of
depreciation and amortization shown below:
Subscription and support revenues		7,011			5,622			18,647			16,531
Embedded devices and hardware		7,365			7,348			18,517			16,575
Gross profit		11,287			8,981			31,849			22,553
Gross margin		44.0	%		40.9	%		46.1	%		40.5	%
Operating expenses:
Sales and marketing		3,029			2,636			9,066			6,907
General and administrative		3,429			3,174			11,207			9,828
Engineering and development		2,430			1,317			5,794			3,626
Depreciation and amortization		1,597			1,209			4,570			3,485
Operating (loss) income		802			645			1,212			(1,293	)
Interest expense		278			75			564			220
Other (income) expense, net		(97	)		30			(1,272	)		25
Income (loss) from continuing operations before income taxes		621			540			1,920			(1,538	)
Income tax expense (benefit)		358			(35	)		283			(2,549	)
Income from continuing operations, net of income taxes		263			575			1,637			1,011
Loss from discontinued operations, net of income taxes		-			-			(492	)		(1,437	)
Net income (loss)	$	263		$	583		$	1,145		$	(426	)
Basic earnings per share:
Income from continuing operations	$	0.01		$	0.03		$	0.09		$	0.06
Loss from discontinued operations		0.00			0.00			(0.03	)		(0.08	)
Net income (loss)	$	0.01		$	0.03		$	0.06		$	(0.02	)
Diluted earnings per share:
Income  from continuing operations	$	0.01		$	0.03		$	0.09		$	0.05
Loss from discontinued operations		0.00			0.00			(0.03	)		(0.07	)
Net income (loss)	$	0.01		$	0.03		$	0.05		$	(0.02	)
Weighted average shares outstanding used in computing
earnings per share:
Basic		18,956			18,565			18,900			18,193
Diluted		19,263			19,014			19,253			18,746

NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	September 30,			December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	16,357		$	25,603
Accounts receivable, less allowance for doubtful accounts of $1,495 and $674		13,018			9,385
Financing receivables, current		1,568			1,223
Inventory, net of reserve for obsolescence		8,250			8,315
Prepaid expenses and other current assets		1,704			1,833
Deferred tax assets, current		2,742			2,742
Assets of discontinued operations		-			840
TOTAL CURRENT ASSETS		43,639			49,941
Financing receivables, less current portion		3,133			3,029
Property and equipment, net of accumulated depreciation and amortization
of $3,257 and $1,879		4,503			3,125
Software, net of accumulated amortization of $5,696 and $3,706		6,255			6,381
Other intangibles, net of accumulated amortization of $14,623 and $13,189		19,518			5,617
Goodwill		48,340			26,941
Deferred tax assets, less current portion		2,596			3,958
Other assets		2,210			2,298
TOTAL ASSETS	$	130,194		$	101,290
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	11,531		$	9,953
Accrued expenses and other current liabilities		2,872			2,004
Deferred revenues		1,993			1,894
Current portion of long-term debt		3,758			633
Obligations under capital leases		233			306
Liabilities of discontinued operations		-			207
TOTAL CURRENT LIABILITIES		20,387			14,997
Long-term debt, less current portion		20,625			475
Obligations under capital lease, less current portion		-			148
Other liabilities		1,590			1,693
TOTAL LIABILITIES		42,602			17,313
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, no par value; authorized 3,000; none issued		-			-
Class A common stock, no par value; 30,000 authorized;
20,269 and 20,069 issued; 18,969 and 18,828 outstanding		-			-
Class B common stock, no par value; authorized 5,000; none issued		-			-
Additional paid-in capital		98,371			95,777
Treasury stock, at cost, 1,300 and 1,241 shares		(5,352	)		(5,238	)
Accumulated other comprehensive loss		(34	)		(24	)
Accumulated deficit		(5,393	)		(6,538	)
TOTAL SHAREHOLDERS' EQUITY		87,592			83,977
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	130,194		$	101,290

NUMEREX CORP AND SUBSIDIARIES

NON-GAAP (ADJUSTED) FINANCIAL MEASURES

In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (GAAP), we have provided EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share, financial measures that are not prepared in accordance with GAAP (non-GAAP). The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA is income from continuing operations, net of income taxes. The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA per diluted share is diluted earnings per share from continuing operations.

● EBITDA is income from continuing operations, net of income taxes, plus depreciation and amortization, interest and other non-operating expenses and income tax expense. Any other non-operating income, net of income taxes is subtracted from income from continuing operations, net of income taxes.

● Adjusted EBITDA is EBITDA less non-cash equity-based compensation and infrequent or unusual items further described below.

● EBITDA and Adjusted EBITDA per diluted share is EBITDA and Adjusted EBITDA divided by weighted average diluted shares outstanding.

Reconciliations of our non-GAAP financial measures to the most directly comparable financial measure are provided below. We believe that presentation of these non-GAAP financial measures provides useful information to investors regarding our results of operations.

We believe that excluding depreciation and amortization of property, equipment and intangible assets to calculate EBITDA and Adjusted EBITDA provides supplemental information and an alternative presentation that is useful to investors’ understanding of our core operating results and trends. Not only are depreciation and amortization expenses based on historical costs of assets that may have little bearing on present or future replacement costs, but also they are based on our estimates of remaining useful lives.

Similarly, we believe that excluding the effects of equity-based compensation from non-GAAP financial measures provides supplemental information and an alternative presentation useful to investors’ understanding of our core operating results and trends. Investors have indicated that they consider financial measures of our results of operations excluding equity-based compensation as important supplemental information useful to their understanding of our historical results and estimating our future results.

We also believe that, in excluding the effects of equity-based compensation, our non-GAAP financial measures provide investors with transparency into what management uses to measure and forecast our results of operations, to compare on a consistent basis our results of operations for the current period to that of prior periods and to compare our results of operations on a more consistent basis against that of other companies, in making financial and operating decisions and to establish certain management compensation.

Equity-based compensation is an important part of total compensation, especially from the perspective of employees. We believe, however, that supplementing GAAP income from continuing operations by providing income from continuing operations, excluding the effect of equity-based compensation in all periods, is useful to investors because it enables additional and more meaningful period-to-period comparisons.

Adjusted EBITDA also excludes infrequent or unusual items. For the three and nine month periods ended September 30, 2014, infrequent or unusual items include acquisition related costs while the three and nine months ended September 30, 2013 include temporarily higher carrier fees and acquisition-related costs. We believe that these are costs that we will not incur on a regular basis, and consequently, we do not consider these charges as a component of ongoing operations.

EBITDA and Adjusted EBITDA are not measures of liquidity calculated in accordance with GAAP, and should be viewed as a supplement to – not a substitute for – results of operations presented on the basis of GAAP. EBITDA and Adjusted EBITDA do not purport to represent cash flow provided by operating activities as defined by GAAP. Furthermore, EBITDA and Adjusted EBITDA are not necessarily comparable to similarly-titled measures reported by other companies.

We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share are useful to and used by investors and other users of the financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across periods.

We believe that:

● EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, income taxes, depreciation and amortization, which can vary substantially from company-to-company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and

● Investors commonly adjust EBITDA information to eliminate the effect of equity-based compensation and other unusual or infrequently occurring items which vary widely from company-to-company and impair comparability.

We use EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share:

● as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis

● as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and

● in communications with the board of directors, analysts and investors concerning our financial performance.

Adjusted EBITDA is also a component of our loan covenant calculations. Although we believe, for the foregoing reasons, that the presentation of non-GAAP financial measures provides useful supplemental information to investors regarding our results of operations, the non-GAAP financial measures should only be considered in addition to, and not as a substitute for, or superior to, any measure of financial performance prepared in accordance with GAAP.

Use of non-GAAP financial measures is subject to inherent limitations because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment of which charges should properly be excluded from the non-GAAP financial measure. Management accounts for these limitations by not relying exclusively on non-GAAP financial measures, but only using such information to supplement GAAP financial measures. The non-GAAP financial measures may not be the same non-GAAP measures, and may not be calculated in the same manner, as those used by other companies.

NUMEREX CORP. AND SUBSIDIARIES

RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS, NET OF INCOME

TAXES, TO EBITDA AND ADJUSTED EBITDA, INCLUDING PER SHARE AMOUNTS

The following table reconciles the specific items excluded from GAAP in the calculation of EBITDA and Adjusted EBITDA for the periods indicated below (in thousands, except per share amounts):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014			2013
EBITDA and Adjusted EBITDA (non-GAAP)
Income from continuing operations, net of income taxes (GAAP)	$	263	$	575		$	1,637		$	1,011
Depreciation and amortization expense		1,789		1,280			4,969			3,716
Interest expense and other non-operating (income) expense, net		181		105			(708	)		245
Income tax (expense benefit)		358		(35	)		283			(2,549	)
EBITDA (non-GAAP)		2,591		1,925			6,181			2,423
Equity-based compensation expense		694		589			1,833			1,323
Infrequent or unusual items		41		-			1,064			1,775
Adjusted EBITDA (non-GAAP)	$	3,326	$	2,514		$	9,078		$	5,521
Income from continuing operations, net of income taxes,
per diluted share (GAAP)	$	0.01	$	0.03		$	0.09		$	0.05
EBITDA per diluted share (non-GAAP)		0.13		0.10			0.32			0.13
Adjusted EBITDA per diluted share (non-GAAP)		0.17		0.13			0.47			0.29
Weighted average shares outstanding used in computing
diluted earnings per share		19,263		19,014			19,253			18,746

For the three and nine month periods ended September 30, 2014, infrequent or unusual items include merger related costs while the nine months ended September 30, 2013 include temporarily higher carrier fees, professional services fees incurred in response to and in remediation of internal control weaknesses, merger-related expenses, costs related to the realignment of our executive team and asset write-downs.

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