8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2009

NUMEREX CORP.

(Exact Name of Issuer as Specified in Charter)

Pennsylvania	0-22920	11-2948749
----------	----------	----------
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1600 Parkwood Circle

Suite 500

Atlanta, Georgia

-------------------

(Address of principal executive offices)

30339

-----

(Zip code)

(770) 693-5950

--------------

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR   230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

       Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.
 

On November 5, 2009, Numerex Corp. (the “Company”) issued a press release announcing its financial results for the quarter ending September 30, 2009.  The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In the press release, the Company uses a non-GAAP financial measure, “non-GAAP net loss,” and includes a reconciliation of this measure to GAAP.   The Company believes that this presentation of non-GAAP earnings provides useful information relating to its financial condition and results of operations, which provides management and investors with a more complete understanding of the Company’s past performance and certain additional financial or business trends.  The Company believes that the line on the Company’s consolidated statement of operations entitled, “Net earnings (loss),” is the most directly comparable GAAP measure to non-GAAP net loss.   The Company also used the non-GAAP measure “Adjusted EBITDA,” which reflects the Company’s earnings after excluding certain unusual litigation expenses, as well as non-cash stock option compensation expenses.   The Company believes that this non-GAAP measure more accurately reflects the results of operations during the period, as the excluded expenses in any specific period may not directly correlate to the underlying performance of Numerex’s business operations.  Period-to-period comparisons of Adjusted EBITDA help Numerex’s management identify additional trends in Numerex’s financial results that may not be shown solely by period-to-period comparisons of consolidated income from continuing operations.   The Company believes that the “basic earnings (loss)” line is the most comparable GAAP measure to the Adjusted EBITDA measure.

The information contained in Section 2.02 of this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, or incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 3.02   Unregistered Sales of Equity Securities.

Item 8.01   Other Events.

On November 4, 2009, the Company repaid $500,000 in cash and converted approximately $1.047 million of outstanding debt associated with financings in May 2006 and December 2006.   Following the repayment and conversion, an aggregate of approximately $500,000 remains outstanding under the May financing, and all amounts outstanding under the December 2006 financing have been satisfied.

The conversion of the approximately $1.047 million of outstanding debt to equity resulted in the issuance of 225,296 shares of the Company’s Class A Common Stock (the “Shares”) at a conversion price of $4.65 per share, as agreed upon by the parties.

The Shares are registered for resale under the Securities Act.

The purchaser is an “accredited investor” as defined in Rule 501(d) of Regulation D under the Securities Act.  The Company issued the Shares in reliance on the exemption from registration provided by Section 4(2) under the Securities Act.

The press release regarding the debt repayment and conversion is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)       Exhibits.

99.1	Press Release, dated November 5, 2009
99.2	Press Release, dated November 4, 2009

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 NUMEREX CORP.

Date:  November 5, 2009                                                                           /s/ Alan B. Catherall                                           

Alan B. Catherall

                                                                               Chief Financial Officer

 Exhibit Index

99.1	Press Release, dated November 5, 2009
99.2	Press Release, dated November 4, 2009

EX-99.1

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 Corp Retires Remaining Structured Debt

ATLANTA, November 04, 2009- Numerex Corp. (NASDAQ: NMRX),a leading single source provider of secure machine-to-machine (M2M) products and services, announced today that it has repaid all but $500 thousand of its remaining $2 million of long-term structured debt, the balance of which is scheduled to be paid on January 29, 2010. Part of the transaction included a conversion of $1.047 million of its debt into an aggregate of 225,296 shares of Class A Common Stock.

 “We are pleased to report that all, but a small portion, of our outstanding structured debt has been repaid,” stated Alan Catherall, CFO of Numerex. “This final transaction significantly strengthens the Company’s balance sheet and simplifies its capital structure. The series of borrowings from 2004 through 2006 was very timely and assisted us greatly in executing our growth strategy. The shift in our strategy to de-emphasize low margin hardware sales and focus on our key M2M subscription-based business has generated excess cash and reduced working capital requirements. As a result, in the past four months, we have retired $9 million in long-term structured debt while improving current ratios. Also, we believe that this debt reduction will prove accretive.”

In connection with the conversion, Numerex will also be writing-off all unamortized financing costs related to the debt reduction. This non-cash expense is approximately $120,000 and will be reported in our fourth quarter results.

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, difficulties associated with integrating Orbit One’s business, 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; 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

EX-99.2

Exhibit 99.2

Numerex Corp. Contact:

Alan Catherall

770 485-2527

Investor Relations Contact:

Seth Potter

646 277-1230

Press Release

For Immediate Release

Numerex Reports Third Quarter 2009 Financial Results

Reaffirms 30%-40% Subscription Growth Guidance

ATLANTA, Ga. – November 5, 2009—Numerex Corp (NASDAQ:NMRX),a leading single source provider of secure machine-to-machine (M2M) products and services,  today announced financial results for its third quarter ended September 30, 2009.

“Our strategy of streamlining the M2M deployment process for our customers is gaining traction evidenced by the strong growth in subscriptions and recurring service revenues,” said Stratton Nicolaides, chairman and chief executive officer. As a result of recent customer wins, forged carrier alliances, and the positive trends in our business, we provide the following fourth quarter and full year outlook:

·   We are re-affirming our guidance of achieving between 30% and 40% growth in our year-over-year digital subscription base, which translates to adding at least 69,000 subscriptions during the fourth quarter of 2009.

·   We anticipate total revenue for the fourth quarter of 2009 will range from $13.0 million to $13.5 million which includes service revenues of $8.2 million to $8.5 million.

·   We expect to achieve positive net income during the fourth quarter of 2009 excluding any unexpected extraordinary or non-recurring items.

Key financial metrics for the third quarter of 2009 include:

·   Subscriptions (recurring M2M network and application service connections) to our network and application platforms continue to increase at a robust pace with total subscriptions, excluding analog, reaching 843,000 at the end of the third quarter. This compares with 652,000 recorded at the end of the third quarter last year, reflecting a 29% growth rate. We added 44,000 net incremental subscriptions during the quarter.

·   Total consolidated revenues during the third quarter of 2009 were $11.6 million compared to $19.0 million during the same period last year.  The decrease was due to lower hardware revenues as the Company continues to de-emphasize hardware only sales.  Numerex’s total consolidated service revenues increased to $7.6 million in the third quarter of 2009 from $7.3 million in the same period last year.

·   Gross margin during the third quarter of 2009 was 44.2% compared to 35.2% during the same period last year.  The improvement was primarily due to the growth of higher margin service revenues.

·   During the third quarter of 2009, adjusted EBITDA, excluding stock-based compensation expense and litigation related legal fees, was $0.8 million compared to $1.9 million during the same period last year.  The decrease was primarily due to the decline in lower margin hardware revenues. A reconciliation of GAAP to non-GAAP results has been provided in the financial tables included in the press release.

·   Numerex ended the quarter with $5.9 million in cash equivalents and $3.9 million in debt. Subsequent to the end of the quarter, the Company has retired all but $500,000 of its’ remaining structured debt by paying $1.5 million in cash and converting $2.047 million into 440,350 shares of Class A Common Stock. As a result, the Company’s net cash position and debt to equity ratio have improved.

                                                                                               -continued-

Specific accomplishments since our last results press release in early August this year include:

·   AT&T agreement extension to provide turnkey services for M2M enterprise markets. The expanded agreement gives Numerex the possibility to offer its M2M solutions to AT&T’s business customers as the carrier looks to drive its wireless capabilities into a wide variety of devices beyond traditional handsets for businesses,

·   Program expansion with the Federal Emergency Management Agency (FEMA) in partnership with QinetiQ, one of the world’s leading defense and security technology companies; which includes the following three revenue components:  a technology refresh which replaces all of the existing devices in the field with new hardware; a managed service component which will add to monthly recurring revenue; and a messaging component,

·   Wholesale data agreement with Sprint will allow Numerex to offer additional CDMA-based network capabilities to its customer base.  The agreement will build on Sprint’s recent formation of the Emerging Solutions business unit with a singular focus on accelerating the delivery of M2M and mobile computing solutions to businesses and consumers.

For the quarter ended September 30, 2009, Numerex reported consolidated revenue of $11.6 million compared to $19.0 million in the third quarter of 2008.  During the quarter, the Company reported service revenues of $7.6 million and hardware revenues of $4.0 million compared to $7.3 million in service revenues and $11.6 million in hardware revenues, respectively, during the same period last year.  The year-over-year decrease in hardware revenues was due primarily to the completion of the analog to digital transition and strategy to de-emphasize hardware only sales.

Gross margin for the three months ended September 30, 2009 was 44.2% compared to 35.2% during the same period last year.  The continuing increase in wireless service revenues drives an overall margin improvement since service revenues have a significantly higher gross margin than those achieved through the sale of hardware.

Total operating expenses were $5.5 million during the quarter ended September 30, 2009 compared to $6.2 million during the third quarter of 2008. Excluding litigation related legal fees and non-cash stock option compensation charges, selling, general and administrative expenses were 11% lower during the quarter compared to the same period last year, reflecting reductions in administrative headcount as well as related costs.

GAAP loss from operations and pre-tax net loss were $367,000 and $862,000, respectively, which included $290,000 as a result of the early extinguishment of debt compared to a GAAP income from operations of $528,000 and a pre-tax net income of $202,000 in the third quarter of 2008.  GAAP pre-tax basic/diluted loss per share was ($0.06) for the quarter ended September 30, 2009, compared with earnings per share of $0.01 in the same period last year.

For the quarter ended September 30, 2009, adjusted EBITDA, which excludes stock-based compensation expense and legal fees associated with litigation, was $0.8 million compared to $1.9 million in the same period last year. Non-GAAP basic/diluted loss per share was ($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.

Numerex ended the third quarter of 2009 with cash and equivalents balance of $5.9 million compared to $10.0 million in the second quarter of 2009. The decrease in the cash balance was due primarily to debt repayment and an increase in inventory during the quarter.  Days sales outstanding (DSO) improved to 36 days from 40 days during the third quarter of 2009.

Mr. Nicolaides concluded, “The execution of our strategy is on track.  We are in a sound financial and technical position to take advantage of the growing and diverse M2M market needs.  We have built a robust sales pipeline, which we anticipate will lead to increased subscriptions and subsequent growth in recurring service revenues”.

Quarterly Conference Call

Numerex will discuss its quarterly results via teleconference today at 9:00 a.m. Eastern Time. Please dial (866) 792-1873 or if outside the U.S., (904) 520-5760, to access the conference call at least five minutes prior to the 9:00 a.m. ET start time. A live webcast and replay of the call will also be available at http://www.numerex.com under the Investor Relations section.  An audio replay will be available via the Numerex web site beginning two hours after the call end.

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™ offerings include hardware Devices, Network services, and software Applications that are delivered through its Numerex FAST™ (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™” 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.

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		(495	)		(331	)		(164	)		50	%		(1,184	)		(1,141	)		(43	)		4	%
Other income		-			5			(5	)		-100	%		1			2			(1	)		-50	%
Earnings (loss) before tax		(862	)		202			(1,064	)		-527	%		(3,312	)		(744	)		(2,568	)		345	%
Provision (benefit) for income tax		31			125			(94	)		-75	%		96			(421	)		517			-123	%
Net earnings (loss)	$	(893	)	$	77		$	(970	)		-1260	%	$	(3,408	)	$	(323	)	$	(3,085	)		955	%
Basic earnings (loss) per common share	$	(0.06	)	$	0.01								$	(0.24	)	$	(0.02	)
Diluted earnings (loss) per common share	$	(0.06	)	$	0.01								$	(0.24	)	$	(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

Exhibit 99.2

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	)

Exhibit 99.2

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		(495	)		290			(205	)		(1,184	)		290			(894	)
Other income		-						-			1						1
Earnings (loss) before tax		(862	)		568			(294	)		(3,312	)		2,701			(611	)
Provision for income tax		31			-			31			96			-			96
Net earnings (loss)	$	(893	)	$	568		$	(325	)	$	(3,408	)	$	2,701		$	(707	)
Basic earnings (loss) per common share	$	(0.06	)				$	(0.02	)	$	(0.24	)				$	(0.05	)
Diluted earnings (loss) per common share	$	(0.06	)				$	(0.02	)	$	(0.24	)				$	(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,  legal fees associated with litigation and non-cash costs

associated with debt extinguishment.

Exhibit 99.2

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 15,349,327 shares at December 31, 2008, outstanding 14,630,281 shares at September 30, 2009 and 14,163,518 shares at December 31, 2008		52,901			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 loss		-			(8	)
Retained deficit		(13,341	)		(9,933	)
TOTAL SHAREHOLDERS' EQUITY		39,708			40,394
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	53,572		$	62,506

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