8-K

UNITED STATES

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): March 11, 2015

NUMEREX CORP.

(Exact Name of Issuer as Specified in Charter)

Pennsylvania	000-22920	11-2948749
--------------	------------	----------------
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

3330 Cumberland Blvd, SE, Suite 700

Atlanta, Georgia

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

(Address of principal executive offices)

30339

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(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 March 11, 2015, Numerex Corp (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2014.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In addition to providing financial measurements in the press release based on U.S. generally accepted accounting principles (GAAP), the Company also 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 tax expense (benefit). The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA per diluted share is diluted earnings per share from continuing operations, net of income tax expense (benefit). The press release includes a reconciliation of these non-GAAP measures to the most directly comparable GAAP equivalents. The Company believes that presentation of these non-GAAP financial measures 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 performance and certain additional financial or business trends.

The information contained in 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, 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 9.01.   Financial Statements and Exhibits.

(d)       Exhibits.

          99.1       Press Release, dated March 11, 2015

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:  March  11, 2015	/s/ Richard A. Flynt
	Richard A. Flynt
	Chief Financial Officer

Exhibit Index

99.1 Press Release, dated  March  11, 2015

EX-99

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 Fourth Quarter and Full Year 2014 Financial Results

4th Quarter 2014 Highlights

· Subscription and Support revenues up 27.6% to $17.5 million

· Total Net Revenues up 12.1% to $24.9 million

· Gross Margin on subscriptions and support revenues was 61.6%

· GAAP income from continuing operations, net of income taxes was $0.6 million

· Adjusted EBITDA of $3.5 million, reflecting a margin of 14.3%

ATLANTA, GA, March 11, 2015—Numerex Corp (NASDAQ:NMRX), a leading provider of on-demand and interactive machine-to-machine (M2M) enterprise solutions enabling the Internet of Things (IoT), today announced financial results for its fourth quarter and full year ended December 31, 2014.

“The fourth quarter marked a strong finish to the year driven by ongoing solid demand for the Company’s managed services in industrial IoT and key M2M market segments,” stated Stratton Nicolaides, CEO and chairman of Numerex. “We are pleased with the continued improvement in operating leverage primarily due to the growth of recurring revenue, as well as improved gross margins and cost controls.  The Company's results highlight the success of our strategy in focusing on the delivery of high-value IoT solutions-as-a-service to our customers.”

Full Year 2014 Highlights

· Subscription and Support revenues up 25.9% to $65.0 million

· Total Net Revenues up 20.6% to $93.9 million

· Gross Margin on subscriptions and support revenues was 61.0% compared to 57.9%

· GAAP income from continuing operations, net of income taxes was $2.2 million

· Adjusted EBITDA increased 51.1% to $12.6 million, reflecting a margin of 13.4%

Mr. Nicolaides continued, “We have entered 2015 with strong momentum and are well positioned to continue growing our recurring revenue and improve operating leverage.  For the full year 2015, we expect Subscription and Support revenues, as well as Total Net Revenues, to grow between 18% and 24%. In addition, we expect Adjusted EBITDA to grow 30% to 40% over the $12.6 million reported in 2014.”

Financial Metrics

	Three Months Ended						Year Ended
	December 31,						December 31,
Non-GAAP Measures*	2014			2013			2014			2013
Adjusted EBITDA ($ in millions)	$	3.5		$	2.9		$	12.6		$	8.4
Adjusted EBITDA as a percent of total revenue		14.3	%		12.9	%		13.4	%		10.7	%
Adjusted EBITDA per diluted share	$	0.18		$	0.15		$	0.66		$	0.44
______________
* 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)	$	17.5		$	13.7		$	65.0		$	51.6
Gross margin -- subscription and support revenues		61.6	%		61.9	%		61.0	%		57.9	%
Income from continuing operations, net of income
taxes  ($ in millions)	$	0.6		$	1.0		$	2.2		$	2.0
Diluted EPS from continuing operations	$	0.03		$	0.05		$	0.12		$	0.10

Additional Q4 Financial Information and Year-over-Year Comparisons to Q4 of 2013

Total GAAP operating expenses were $10.5 million compared to $8.7 million:

·   Sales and marketing expenses were $2.8 million compared to $2.6 million. The increase was due to our acquisition of Omnilink and the addition of sales and marketing personnel to drive and support growth.

·   General and administrative expenses were $3.9 million as compared to $3.5 million. The increase was primarily personnel related.

·   Engineering and development costs increased to $2.2 million from $1.3 million due to our acquisition of Omnilink and new product and project initiatives.

·   Operating expenses include depreciation and amortization charges of $1.6 million compared to $1.3 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 98321815. 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’s solutions produce new revenue streams or create operating efficiencies for its customers. Numerex 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 smart Devices, Network connectivity and services, and software Applications capable of addressing the needs of a wide spectrum of vertical markets and industrial customers.  The Company also provides pre-engineered, pre-configured solutions designed to accelerate deployment and business services to enable the development of efficient, reliable, and secure solutions. 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.

© 2015 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-

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Three Months Ended						Change					Year Ended						Change
	December 31,						Q4'14 v Q4'13					December 31,							2014 v 2013
	2014			2013			$			%			2014			2013			$		%
Net revenues
Subscription and support revenues	$	17,490		$	13,709		$	3,781		27.6	%	$	65,020		$	51,640		$	13,380		25.9	%
Embedded devices and hardware		7,365			8,464			(1,099)		-13.0	%		28,849			26,192			2,657		10.1	%
Total net revenues		24,855			22,173			2,682		12.1	%		93,869			77,832			16,037		20.6	%
Cost of sales, exclusive of a portion of
depreciation and amortization shown below:
Subscription and support revenues		6,724			5,222			1,502		28.8	%		25,371			21,754			3,617		16.6	%
Embedded devices and hardware		6,716			7,363			(647	)	-8.8	%		25,234			23,938			1,296		5.4	%
Gross profit		11,415			9,588			1,827		19.1	%		43,264			32,140			11,124		34.6	%
Gross margin		45.9	%		43.2	%							46.1	%		41.3	%
Operating expenses:
Sales and marketing		2,809			2,637			172		6.5	%		11,876			9,544			2,332		24.4	%
General and administrative		3,856			3,455			401		11.6	%		15,063			13,281			1,782		13.4	%
Engineering and development		2,215			1,288			927		72.0	%		8,009			4,915			3,094		63.0	%
Depreciation and amortization		1,632			1,334			298		22.3	%		6,201			4,819			1,382		28.7	%
Operating income (loss)		903			874			29		-3.3	%		2,115			(419	)		2,534		604.8	%
Interest expense		234			40			194		485.0	%		798			304			494		162.5	%
Other income, net		(68)			(301)			233		-77.4	%		(1,338	)		(319	)		(1,019	)	319.4	%
Income (loss) from continuing
operations before income taxes		737			1,135			(398)		35.1	%		2,655			(404	)		3,059		757.2	%
Income tax expense (benefit)		136			185			(49)		-26.5	%		419			(2,369	)		2,788		-117.7	%
Income from continuing
operations, net of income taxes		601			950			(349	)	-36.7	%		2,236			1,965			271		13.8	%
Income (loss) from discontinued
operations, net of income taxes		-			61			(61	)	100.0	%		(492	)		(1,380	)		888		64.3	%
Net income	$	601		$	1,011		$	(410	)	-40.6	%	$	1,744		$	585		$	1,159		198.1	%
Basic earnings per share:
Income from continuing operations	$	0.03		$	0.05							$	0.12		$	0.11
Income (loss) from
discontinued operations		0.00			0.00								(0.03	)		(0.08	)
Net income	$	0.03		$	0.05							$	0.09		$	0.03
Diluted earnings per share:
Income  from continuing operations	$	0.03		$	0.05							$	0.12		$	0.10
Income (loss) from
discontinued operations		0.00			0.00								(0.03	)		(0.07	)
Net income	$	0.03		$	0.05							$	0.09		$	0.03
Weighted average shares outstanding
used in computing earnings per share:
Basic		18,987			18,778								18,922			18,413
Diluted		19,336			19,276								19,268			18,950

NUMEREX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
	December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,270		$	25,603
Accounts receivable, less allowance for doubtful accounts of $1,106 and $674		12,287			9,385
Financing receivables, current		1,595			1,223
Inventory, net of reserve for obsolescence of $1,397 and $1,110		8,410			8,315
Prepaid expenses and other current assets		2,329			1,833
Deferred tax assets, current		3,161			2,742
Assets of discontinued operations		-			840
TOTAL CURRENT ASSETS		45,052			49,941
Financing receivables, less current portion		2,984			3,029
Property and equipment, net of accumulated depreciation and amortization
of $3,815 and $1,879		4,889			3,125
Software, net of accumulated amortization of $6,409 and $3,706		6,106			6,381
Other intangibles, net of accumulated amortization of $15,139 and $13,189		19,163			5,617
Goodwill		44,548			26,941
Deferred tax assets, less current portion		5,616			3,958
Other assets		2,585			2,298
TOTAL ASSETS	$	130,943		$	101,290
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	12,257		$	9,953
Accrued expenses and other current liabilities		2,471			2,004
Deferred revenues		2,258			1,894
Current portion of long-term debt		4,251			633
Obligations under capital leases		148			306
Liabilities of discontinued operations		-			207
TOTAL CURRENT LIABILITIES		21,385			14,997
Long-term debt, less current portion		19,350			475
Obligations under capital lease, less current portion		-			148
Other liabilities		1,346			1,693
TOTAL LIABILITIES		42,081			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;
20,284 and 20,069 issued; 18,992 and 18,828 outstanding		-			-
Class B common stock, no par value; authorized 5,000; none issued		-			-
Additional paid-in capital		99,056			95,777
Treasury stock, at cost, 1,292 and 1,241 shares		(5,352	)		(5,238	)
Accumulated other comprehensive loss		(48	)		(24	)
Accumulated deficit		(4,794	)		(6,538	)
TOTAL SHAREHOLDERS' EQUITY		88,862			83,977
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	130,943		$	101,290

NUMEREX CORP AND SUBSIDIARIES

NON-GAAP (ADJUSTED) FINANCIAL MEASURES

Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) and Adjusted EBITDA, which are presented below, are non-GAAP measures and do not purport to be alternatives to operating income as a measure of operating performance. 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.

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.

Adjusted EBITDA is calculated by excluding the effect of equity-based compensation and non-operational items from the calculation of EBITDA. Management believes that this measure provides additional relevant and useful information to investors and other users of our financial data in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.

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.

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 excludes certain transaction and other costs related to our 2014 acquisition which costs included legal expense, due diligence costs and broker fees among other expenses.

Adjusted EBITDA also excludes infrequent or unusual items, consisting of temporarily higher carrier fees, professional service fees incurred in response to and in remediation of internal control weaknesses, acquisition-related expenses, costs related to the realignment of our executive team, and asset write-downs. We believe that these costs are unusual costs that we do not expect to recur 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.

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					Year Ended
	December 31,					December 31,
	2014		2013			2014			2013
EBITDA and Adjusted EBITDA (non-GAAP)
Income from continuing operations, net of income taxes (GAAP)	$	601	$	950		$	2,236		$	1,965
Depreciation and amortization expense		1,843		1,404			6,812			5,119
Interest expense and other non-operating (income) expense, net		166		(261	)		(540	)		(15	)
Income tax expense (benefit)		136		185			419			(2,369	)
EBITDA (non-GAAP)		2,746		2,278			8,927			4,700
Equity-based compensation expense		732		573			2,565			1,879
Infrequent or unusual items		65		-			1,129			1,774
Adjusted EBITDA (non-GAAP)	$	3,543	$	2,851		$	12,621		$	8,353
Income from continuing operations, net of income
tax expense (benefit), per diluted share	$	0.03	$	0.05		$	0.12		$	0.10
EDITDA per diluted share (non-GAAP)		0.14		0.12			0.46			0.25
Adjusted EBITDA per diluted share (non-GAAP)		0.18		0.15			0.66			0.44
Weighted average shares outstanding in
computing diluted earnings per share		19,336		19,276			19,268			18,950

For the three months and full year periods ended December 31, 2014, infrequent or unusual items include merger related costs while the full year ended December 31, 2013 includes temporarily higher carrier fees, and acquisition-related expenses.

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