-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OfQ9FGr5B8YyuKVogFHKFR7Wx5xNNoFXlR6KswYuRwrEogyTG6gOKm94TNXwMNuf iVVjxTsfSxTLRsHgMrmO0w== 0000950144-02-011689.txt : 20021114 0000950144-02-011689.hdr.sgml : 20021114 20021113191501 ACCESSION NUMBER: 0000950144-02-011689 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUMEREX CORP /PA/ CENTRAL INDEX KEY: 0000870753 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112948749 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22920 FILM NUMBER: 02821542 BUSINESS ADDRESS: STREET 1: 1600 PARKWOOD CIRCLE STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 6109412844 MAIL ADDRESS: STREET 1: 1400 N PROVIDENCE ROAD STE 5500 CITY: MEDIA STATE: PA ZIP: 19063 10-Q 1 g79332e10vq.txt NUMEREX CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended Commission File Number September 30, 2002 0-22920 NUMEREX CORP. (Exact name of registrant as specified in its charter) PENNSYLVANIA 11-2948749 - ----------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1600 Parkwood Circle, Suite 200 Atlanta, Georgia 30339-2119 - ------------------------------------------------------------------------------- (Address of principal executive offices) (770) 693-5950 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of November 7, 2002, an aggregate of 10,775,548 shares of the registrant's Class A Common Stock, no par value (being the registrant's only class of common stock outstanding), were outstanding. -1- NUMEREX CORP. AND SUBSIDIARIES INDEX
Page Part I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets at September 30, 2002 (unaudited) and December 31, 2001 4 Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three-month and nine-month periods ended September 30, 2002 and 2001 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended September 30, 2002 and 2001 6 Notes to Condensed Consolidated Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risks 21 Item 4. Disclosure Controls and Procedures 21 Part II. OTHER INFORMATION Item 1. Legal Proceedings 22 Item 2. Changes in Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Submission of Matters to a Vote of Security Holders 22 Item 5. Other Information 22 Item 6. Exhibits and Reports on Form 8-K 22 Signature Page 23 Certifications 24 Exhibits
-2- Forward-looking Statements This document contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements regarding trends, strategies, plans, beliefs, intentions, expectations, goals and opportunities. 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. All statements and information herein and incorporated by reference herein, other than statements of historical fact, are forward-looking statements that are based upon a number of assumptions concerning future conditions that ultimately may prove to be inaccurate. Many phases of the Company's operations are subject to influences outside its control. The Company 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 report, and the Company 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. Any one or any combination of factors could have a material adverse effect on the Company's results of operations or could cause actual results to differ materially from forward-looking statements or historical performance. These factors include: the pace of technological change; variations in quarterly operating results; delays in the development, introduction and marketing of new wireless products and services; customer acceptance of products and services; economic conditions; 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 extent and timing of technological changes; changes in customer spending; the loss of intellectual property protection; general economic conditions and conditions affecting the capital markets. Actual events, developments and results could differ materially from those anticipated or projected in the forward-looking statements as a result of certain uncertainties set forth below and elsewhere in this document. Subsequent written or oral statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this report and those in the Company's reports previously and subsequently filed with the Securities and Exchange Commission. -3- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. NUMEREX CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
SEPTEMBER 30, 2002 DECEMBER 31, (UNAUDITED) 2001 ------------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,477 $ 5,401 Accounts receivable, net 7,427 7,974 Inventory 5,321 5,077 Prepaid taxes 12 48 Prepaid expenses and other current assets 1,153 1,045 -------- -------- TOTAL CURRENT ASSETS 16,390 19,545 PROPERTY AND EQUIPMENT, NET 2,705 3,107 GOODWILL, NET 10,983 10,983 OTHER INTANGIBLES, NET 8,298 8,812 SOFTWARE, NET 1,963 410 OTHER ASSETS 307 117 -------- -------- TOTAL ASSETS $ 40,646 $ 42,974 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 4,905 $ 6,652 Income taxes 0 0 Other current liabilities 1,936 758 Deferred revenues 665 658 Obligations under capital leases, current portion 641 145 -------- -------- TOTAL CURRENT LIABILITIES 8,147 8,213 LONG TERM LIABILITIES Obligations under capital leases and other long term liabilities 1,105 327 -------- -------- MINORITY INTEREST 0 326 -------- -------- SHAREHOLDERS' EQUITY Preferred stock - no par value; authorized 3,000,000; issued 30,000 on September 30, 2002 and December 31, 2001 3,000 3,000 Class A common stock - no par value; authorized 30,000,000; issued 12,541,948 on September 30, 2002 and 12,286,419 on December 31, 2001 33,763 32,590 Additional paid-in-capital 439 439 Treasury stock, at cost, 1,766,400 shares on September 30, 2002 and December 31, 2001 (9,222) (9,222) Class B common stock - no par value; authorized 5,000,000; none issued 0 0 Accumulated other comprehensive income (13) (27) Retained earnings 3,427 7,328 -------- -------- 31,394 34,108 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 40,646 $ 42,974 ======== ========
See accompanying notes to condensed consolidated financial statements -4- NUMEREX CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (IN THOUSANDS , EXCEPT PER SHARE AMOUNTS)
FOR THE THREE MONTH FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, PERIOD ENDED SEPTEMBER 30, 2002 2001 2002 2001 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- Net sales $ 6,038 $ 6,245 $ 20,640 $ 17,637 Cost of sales 3,761 3,928 10,865 10,972 Depreciation and amortization 105 64 207 209 -------- -------- -------- -------- Gross Profit 2,172 2,253 9,568 6,456 Research and development expenses (63) 584 728 2,117 Selling, general, administrative and other expenses 3,805 2,549 9,212 8,152 Depreciation and amortization 552 689 1,620 2,032 Costs related to non-recurring acquisition activity 185 0 1,899 0 Business restructuring charges 0 0 0 609 -------- -------- -------- -------- Operating loss (2,307) (1,569) (3,891) (6,454) Interest and other income (expense), net (14) 234 (70) 893 Minority interest 0 714 326 2,463 -------- -------- -------- -------- Earnings (loss) before income taxes (2,321) (621) (3,635) (3,098) Income Taxes 17 0 86 (115) -------- -------- -------- -------- Net earnings (loss) (2,338) (621) (3,721) (2,983) Preferred stock dividend 60 60 180 180 -------- -------- -------- -------- Net earnings (loss) applicable to common shareholders (2,398) (681) (3,901) (3,163) ======== ======== ======== ======== Other comprehensive income (loss), net of income taxes Foreign currency translation adjustment (1) 7 14 0 ======== ======== ======== ======== Comprehensive earnings (loss) $ (2,399) $ (674) $ (3,887) $ (3,163) ======== ======== ======== ======== Basic earnings (loss) per common share $ (0.22) $ (0.06) $ (0.36) $ (0.30) ======== ======== ======== ======== Diluted earnings (loss) per common share (0.22) (0.06) (0.36) (0.30) ======== ======== ======== ======== Number of shares used in per share calculation Basic 10,773 10,481 10,696 10,423 ======== ======== ======== ======== Diluted 10,773 10,481 10,696 10,423 ======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements -5- NUMEREX CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002 2001 (UNAUDITED) (UNAUDITED) ----------- ----------- Cash flows from operating activities: Net earnings (loss) $ (3,721) $(2,983) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,827 2,241 Business restructuring charges 0 191 Minority interest (326) (2,463) Changes in assets and liabilities which provided (used) cash: Accounts receivable 547 (301) Inventory (244) (194) Prepaid expenses and interest receivable (108) (507) Accounts payable (1,753) 107 Income taxes 36 (7) Other assets and liabilities 1,005 665 -------- ------- Net cash provided by (used in) operating activities (2,737) (3,251) -------- ------- Cash flows from investing activities Purchase of property and equipment (577) (330) Purchase of intangible and other assets (1,885) (201) Long term receivables and deposits (190) 0 Investment in business 0 (789) -------- ------- Net cash provided by (used in) investing activities (2,652) (1,320) -------- ------- Cash flows from financing activities Proceeds from exercise of stock options 1,173 294 Proceeds net of payments from capital lease obligations and other long term liabilities 1,278 (209) -------- ------- Net cash provided by (used in) financing activities 2,451 85 -------- ------- Effect of foreign exchange differences on cash 14 (18) -------- ------- Net increase (decrease) in cash and cash equivalents (2,924) (4,504) Cash and cash equivalents, beginning of period 5,401 10,567 -------- ------- Cash and cash equivalents, end of period $ 2,477 $ 6,063 ======== =======
See accompanying notes to condensed consolidated financial statements -6- NUMEREX CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2002 may not be indicative of the results that may be expected for the year ending December 31, 2002. For further information, reference is also made to the Numerex Corp.'s (the "Company's") Annual Report on Form 10-K for the year ended December 31, 2001 and the consolidated financial statements contained therein. 2.0 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows: 2.1. NATURE OF BUSINESS The Company is a technology company comprised of operating subsidiaries that develop and market a wide range of communications products and services. The Company's primary focus is wireless data communications utilizing proprietary network technologies. The Company primarily offers products and services in wireless data communications through Cellemetry(R) and Data1Source(TM), and digital multimedia networking through PowerPlay(TM). These services enable customers around the globe to monitor and move information for a variety of applications from home and business security to distance learning. In addition, the Company offers wireline alarm security products and services, as well as telecommunications network operational support systems. 2.2. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the results of operations and financial position of the Company and its wholly owned or controlled subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. 2.3. CASH AND CASH EQUIVALENTS For purposes of financial reporting, the Company considers all highly liquid investments purchased with original maturities of less than three months to be cash equivalents. As of September 30, 2002, cash and cash equivalents include $667,000 restricted cash to support letters of credits. -7- 2.4. INTANGIBLE ASSETS Amortization is provided on all intangible assets at rates calculated to write off the cost of each over its expected life as follows: - Patents and acquired intellectual property - straight-line over 7 to 16 years - Developed software - straight-line over 3 to 7 years - Goodwill - for the three and nine month periods ending September 30, 2001 - straight-line over 12 to 20 years. Goodwill represents the excess of the cost of net assets acquired over fair value. Starting January 1, 2002 goodwill is no longer amortized (see Note 7). The Company capitalizes software development costs when project technical feasibility is established and concludes capitalization when the product is ready for release. Software development costs incurred prior to the establishments of technical feasibility are expensed as incurred. 2.5. PROPERTY AND EQUIPMENT Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. Leased property under capital leases is amortized over the lives of the respective leases or over the service lives of the assets for those leases, whichever is shorter. Depreciation for property, equipment and buildings is calculated using the straight-line method over the following estimated lives. Short-term leasehold improvements over the term of the lease 3-10 years Plant and machinery 4-10 years Equipment, fixtures and fittings 3-10 years
2.6. IMPAIRMENT OF LONG-LIVED ASSETS The Company periodically evaluates the recoverability of its long-lived assets or when a specific event indicates that the carrying value of a long-lived asset may not be recoverable. Recoverability is assessed based on estimates of future cash flows expected to result from the use and eventual disposition of the asset. If the sum of expected undiscounted cash flows is less than the carrying value of the asset, an impairment loss is recognized for the amount of such deficiency, using discounted cash methodologies. No such impairment losses have been recognized during the nine months ended September 30, 2002, and 2001 respectively. 2.7. INCOME TAXES The Company accounts for income taxes using the asset and liability method in accordance with SFAS 109, Accounting for Income Taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. A valuation allowance is provided for deferred tax assets when it is more likely than not that the assets will not be realized. -8- 2.8. INVENTORY Inventory and work-in progress are stated at the lower of cost (first-in, first-out method) or market. 2.9. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company maintains an allowance for doubtful accounts based upon the expected collectibility of the accounts receivable. When amounts are determined to be uncollectible, they will be charged to operations. 2.10. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments include cash, accounts receivable and accounts payable. The carrying value of the financial instruments approximates fair value due to the relatively short period to maturity. 2.11. USE OF ESTIMATES In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2.12. CONCENTRATION OF CREDIT RISK The Company maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. 2.13. REVENUE RECOGNITION The Company's revenue is generated from three sources: - The supply of product, under non recurring agreements, - The provision of services, under non recurring agreements, and, - The provision of data transportation services, under recurring or multi-year contractually based agreements. Revenue is recognized when persuasive evidence of an agreement exists, the product or service has been delivered, fees and prices are fixed and determinable, collectibility is probable and when all other significant obligations have been fulfilled. The Company recognizes revenue from product sales at the time of shipment and passage of title. The Company offers customers the right to return products that do not function properly within a limited time after delivery. The Company continuously monitors and tracks such product returns and records a provision for the estimated amount of such future returns, based on historical experience and any notification received of pending returns. While such returns have historically been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same return rates that it has experienced in the past. Any significant increase in product failure rates and the resulting credit returns could have a material adverse impact on operating results for the period or periods in which such returns materialize. -9- The Company recognizes revenue from the provision of services at the time of the completion, delivery or performance of the service. In the case of revenue derived from maintenance services the Company recognizes revenue ratably over the contract term. In certain instances the Company may, under an appropriate agreement, advance charge for the service to be provided. In these instances the Company recognizes the advance charge as deferred revenue (classified as a liability) and releases the revenue ratably over future periods in accordance with the contract term as the service is completed, delivered or performed. The Company also recognizes revenue from the provision of `multiple element service agreements', which involve both the supply of product and the provision of services over a multi-year arrangement. Accounting principles for agreements involving multiple elements require the Company to allocate earned revenue to each element based on the relative fair value of the elements. The arrangement fee for multiple-element arrangements is allocated to each element, such as design, product supply, product integration, installation, maintenance, support and warranty services, based on the relative fair values of the elements. The Company determines the fair value of each element in multi-element arrangements based on vendor-specific objective evidence ("VSOE"). VSOE for each element is based on the price charged when the same element is sold separately or could be purchased from an unrelated supplier. If evidence of fair value of all delivered elements exists but evidence does not exist for one or more undelivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered element is deferred and is recognized ratably over the contract term on an earned basis. Regarding the supply of product the Company maintains title to the product and transfers title at the completion of the contract term. The Company's arrangements do not generally include acceptance clauses. However, arrangements involving multiple element service agreements include certain milestones and levels of certification, acceptance occurs upon the Company's certification of its completion of each of the various elements. The Company recognizes revenue from the provision of its data transportation services when the Company performs the services or processes transactions in accordance with contractual performance standards. Revenue is earned monthly on the basis of the contracted monthly fee and an excess message fee charge, should it apply, that is volume based. In certain instances the Company may, under an appropriate agreement, advance charge for the data transport service to be provided. In these instances the Company recognizes the advance charge (even if nonrefundable) as deferred revenue (classified as a liability) and releases the revenue over future periods in accordance with the contract term as the data transport service is delivered or performed. 2.14. FOREIGN CURRENCY TRANSACTIONS Some transactions of the Company and its subsidiaries are made in British pounds sterling, Canadian dollars and Australian dollars. Gains and losses from these transactions are included in income as they occur. 2.15. RESEARCH AND DEVELOPMENT Research and development expenses are charged to operations in the period in which they are incurred. 2.16. PROVISION FOR WARRANTY CLAIMS Estimated warranty expense is charged over the warranty period of the warranted products. Warranty expenses have not been significant to the Company. -10- 2.17. STOCK-BASED COMPENSATION Effective November 1, 1996, the Company adopted the provisions of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 encourages, but does not require, companies to record compensation cost for stock-based compensation plans at fair value. The Company has elected to continue to account for stock-based compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25, Accounting For Stock Issued to Employees, and related interpretations, as permitted by SFAS 123. Compensation expense for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock (see Note 5). 3. RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current period presentation. 4. INVENTORY
($'000's omitted) September 30, 2002 December 31, 2001 ------------------ ----------------- Raw materials $1,619 $2,404 Work-in-progress 15 186 Finished goods 3,687 2,487 ------ ------ $5,321 $5,077 ====== ======
5. SHAREHOLDERS' EQUITY Shareholders' Equity decreased by $2,354,000 in the three-month period ending September 30, 2002. The decrease in Shareholders' Equity is attributable to the net loss recorded of $2,398,000 and a foreign currency translation loss of $1,000 offset by the receipt of $45,000 following the issue of 11,751 shares of Class A Common Stock of the Company resulting from (i) an election under the Directors' Stock Plan and (ii) the exercise of stock options under the 1999 Long-Term Incentive Plan. In the nine-month period ended September 30, 2002 Shareholder's Equity decreased by $2,714,000. The decrease in Shareholders' Equity is attributable to the net loss recorded of $3,901,000, offset by the receipt of $1,173,000 following the issue of 255,929 shares of Class A Common Stock of the Company resulting from (i) an election under the Directors' Stock Plan and (ii) the exercise of stock options under the 1999 Long-Term Incentive Plan and foreign currency translation gain of $14,000. 6. EARNINGS (LOSS) PER SHARE In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings Per Share, which supercedes APB Opinion No. 15, Earnings Per Share. SFAS No. 128 requires dual presentation of basic and diluted earnings per share as well as other disclosures. Basic earnings per share excludes the dilutive impact of -11- common stock equivalents and is computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share includes the effect of potential dilution from the exercise of outstanding common stock equivalents into common stock, using the treasury stock method at the average market price of the Company's common stock for the period. For the three months and nine months ended September 30, 2002 and September 30, 2001, the Company's potential common shares have an anti-dilutive effect on earnings (loss) per share and, therefore, have not been used in determining the total weighted average number of common shares outstanding. Potential common shares resulting from options, warrants and convertible preferred that would be used to determine diluted earning (loss) per share were 726,116 and 861,156 for the three months and nine months ended September 30, 2002 and 2001, respectively. 7. GOODWILL AND INTANGIBLES In July 2001, the FASB issued SFAS 141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all business combinations completed after September 30, 2001. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however, certain provisions of the statement apply to goodwill and other intangible assets acquired between July 1, 2001, and the effective date of SFAS 142. Major provisions of these statements and their effective dates for the Company are as follows: - all business combinations initiated after September 30, 2001, must use the purchase method of accounting. The pooling of interest method of accounting is prohibited except for transactions initiated before July 1, 2001. - intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability. - goodwill, as well as intangible assets with indefinite lives, acquired after September 30, 2001, will not be amortized. Effective January 1, 2002, all previously recognized goodwill and intangible assets with indefinite lives will no longer be subject to amortization. - effective January 1, 2002, goodwill and intangible assets with indefinite lives will be tested for impairment annually and whenever there is an impairment indicator. - all acquired goodwill must be assigned to reporting units for purposes of impairment testing and segment reporting. The Company continued to amortize goodwill and intangible assets recognized prior to July 1, 2001, under its current method until January 1, 2002, at which time annual and quarterly goodwill amortization of $767,983 and $191,996 no longer is recognized. As of September 30, 2002, management does not believe there is impairment of goodwill or other intangible assets with indefinite lives. By December 31, 2002, the Company will have completed a transitional fair value based impairment test of goodwill as of January 1, 2002. By December 31, -12- 2002, the Company will have completed a transitional impairment test of all intangible assets with indefinite lives. 8. COST RELATED TO NON-RECURRING ACQUISITION ACTIVITY In the three-month period and nine-month period ended September 30, 2002, the Company expensed $185,000 and $1,899,000 respectively of costs relating to a potential business acquisition. These costs were primarily legal and accounting services incurred during due diligence. During the three-month period ended June 30, 2002, management determined that consummation of the business acquisition was unlikely; as a result, the costs previously capitalized up to June 30, 2002 were expensed. Portions of these costs were deferred in prior periods, $727,000 was deferred during the three-month period ended March 31, 2002 and $172,000 was deferred in the year ended December 31, 2001. Costs of $815,000 were incurred and expensed in the three-month period ended June 30, 2002 and $185,000 expensed in the three-month period ended September 30, 2002. 9. BUSINESS RESTRUCTURING CHARGES Business restructuring charges amounted to $609,000 in the nine-month period ended September 30, 2001 and were comprised of a charge of $418,000 to cover employee separation costs and a one-time non-cash charge of $191,000 to cover the write down of excess and obsolete Digital Multimedia analog product inventory. 10. RECENT ACCOUNTING PRONOUNCEMENTS In April 2002, the FASB issued SFAS No. 145. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company does not believe SFAS 145 will have a material effect on its financial statements. In September 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal. SFAS No. 146 eliminates the definition and requirements for recognition of exit costs in EITF Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not believe SFAS 146 will have a material effect on its financial statements. -13- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. CRITICAL ACCOUNTING POLICIES For additional information regarding the Company's critical accounting policies see Note 2 to the Consolidated Financial Statements included in Part 1, Item 1 above. GENERAL The following tables set forth, for the periods indicated the amounts and percentages of net sales represented by selected items in the Company's Condensed Consolidated Statements of Operations. -14-
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED SEPTEMBER 30, SEPTEMBER 30, % % 2002 2001 CHANGE 2002 2001 CHANGE -------- -------- ------ -------- -------- ------ Net sales: Wireless Data Communications Product $ 2,215 $ 2,053 7.9% $ 7,086 $ 4,663 52.0% Service 1,539 1,165 32.1% 5,434 3,309 64.2% -------- -------- ----- -------- -------- ----- Sub-total 3,754 3,218 16.7% 12,520 7,972 57.0% Digital Multimedia and Networking Product 952 2,007 (52.6)% 4,919 6,936 (29.1)% Service 1,086 852 27.5% 2,490 2,148 15.9% -------- -------- ----- -------- -------- ----- Sub-total 2,038 2,859 (28.7)% 7,409 9,084 (18.4)% Wireline Security Product 58 22 163.6% 187 220 (15.0)% Service 188 146 28.8% 524 361 45.2% -------- -------- ----- -------- -------- ----- Sub-total 246 168 46.4% 711 581 22.4% Total net sales Product 3,225 4,082 (21.0)% 12,192 11,819 3.2% Service 2,813 2,163 30.1% 8,448 5,818 45.2% -------- -------- ----- -------- -------- ----- Total net sales 6,038 6,245 (3.3)% 20,640 17,637 17.0% Cost of sales 3,761 3,928 (4.3)% 10,865 10,972 (1.0)% Depreciation and amortization 105 64 64.1% 207 209 (1.0)% -------- -------- ----- -------- -------- ----- Gross profit (loss) 2,172 2,253 (3.6)% 9,568 6,456 48.2% % 36.0% 36.1% 46.4% 36.6% Research and development expenses (63) 584 (110.8)% 728 2,117 (65.6)% Selling, general, administrative and other expenses 3,805 2,549 49.3% 9,212 8,152 13.0% Depreciation and amortization 552 689 (19.9)% 1,620 2,032 (20.3)% Costs related to non-recurring acquisition activity 185 0 100.0% 1,899 0 100.0% Business restructuring charges 0 0 0.0% 0 609 (100.0)% -------- -------- ----- -------- -------- ----- Operating profit (loss) (2,307) (1,569) (47.0)% (3,891) (6,454) 39.7% ======== ======== ===== ======== ======== ===== Net earnings (loss) (2,338) (621) (276.5)% (3,721) (2,983) (24.7)% ======== ======== ===== ======== ======== ===== Net earnings (loss) applicable to common shareholders (2,398) (681) (252.1)% (3,901) (3,163) (23.3)% ======== ======== ===== ======== ======== ===== Net earnings (loss) applicable to common shareholders excluding non-recurring expenses (2,213) (681) (225.0)% (2,002) (2,554) 21.6% ======== ======== ===== ======== ======== ===== Basic earnings per share (0.22) (0.06) (0.36) (0.30) ======== ======== ======== ======== Basic earnings per share excluding non-recurring expenses (0.21) (0.06) (0.19) (0.25) ======== ======== ======== ======== Weighted average shares outstanding 10,773 10,481 10,696 10,423 ======== ======== ======== ========
-15-
THREE MONTH NINE MONT PERIOD ENDED PERIOD ENDED SEPTEMBER 30, SEPTEMBER 30, 2002 2001 2002 2001 ----- ----- ----- ----- Net sales: Wireless Data Communications Product 36.7% 32.9% 34.3% 26.4% Service 25.5% 18.7% 26.3% 18.8% ----- ----- ----- ----- Sub-total 62.2% 51.5% 60.7% 45.2% Digital Multimedia and Networking Product 15.8% 32.1% 23.8% 39.3% Service 18.0% 13.6% 12.1% 12.2% ----- ----- ----- ----- Sub-total 33.8% 45.8% 35.9% 51.5% Wireline Security Product 1.0% 0.4% 0.9% 1.2% Service 3.1% 2.3% 2.5% 2.0% ----- ----- ----- ----- Sub-total 4.1% 2.7% 3.4% 3.3% Total net sales Product 53.4% 65.4% 59.1% 67.0% Service 46.6% 34.6% 40.9% 33.0% ----- ----- ----- ----- Total net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 62.3% 62.9% 52.6% 62.2% Depreciation and amortization 1.7% 1.0% 1.0% 1.2% ----- ----- ----- ----- Gross profit (loss) 36.0% 36.1% 46.4% 36.6% Research and development expenses (1.0)% 9.4% 3.5% 12.0% Selling, general, administrative and other expenses 63.0% 40.8% 44.6% 46.2% Depreciation and amortization 9.1% 11.0% 7.8% 11.5% Costs related to non-recurring acquisition activity 3.1% 0.0% 9.2% 0.0% Business restructuring charges 0.0% 0.0% 0.0% 3.5% ----- ----- ----- ----- Operating profit (loss) (38.2)% (25.1)% (18.9%) (36.6)% ===== ===== ===== ===== Net earnings (loss) (38.7)% (9.9%) (18.0)% (16.9)% ===== ===== ===== ===== Net earnings (loss) applicable to common shareholders (39.7)% (10.9%) (18.9)% (17.9)% ===== ===== ===== ===== Net earnings (loss) applicable to common shareholders excluding non-recurring expenses (36.7)% (10.9%) (9.7)% (14.5)% ===== ===== ===== =====
-16- RESULTS OF OPERATIONS Net sales decreased 3.3% to $6,038,000 for the three-month period ended September 30, 2002 as compared to $6,245,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 net sales increased 17.0% to $20,640,000 as compared to $17,637,000 in the comparable period in 2001. Net sales from Wireless Data Communications increased 16.7% to $3,754,000 for the three-month period ended September 30, 2002 as compared to $3,218,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002, net sales from Wireless Data Communication increased 57.0% to $12,520,000 as compared to $7,972,000 in the comparable period in 2001. These increases in net sales were offset by a decrease in net sales from Digital Multimedia and Networking of 28.7% to $2,038,000 for the three-month period ended September 30, 2002 as compared to $2,859,000 in the comparable period in 2001 and 18.4% to $7,409,000 for the first nine months of the year compared to $9,804,000 in the comparable period in 2001. As a percentage of total net sales, Wireless Data Communications increased to 62.2% for the three-month period ended September 30, 2002 compared to 51.5% in the comparable period in 2001 and to 60.7% for the first nine months of this year compared to 45.2% for the first nine months of last year. The Wireless Data Communications net sales increases were primarily due to higher product sales of fixed wireless devices, the introduction of a mobile wireless device in the beginning of 2002 and higher services revenues from increased network connections and mobile message services, with both new and existing customers. The decrease in Digital Multimedia and Networking net sales was due to lower product sales due to decreases in capital spending in the telecommunication industry and with distant learning customers, partially offset by an increase in service revenues from system integrations and network monitoring. Net sales of Wireline Security for both periods reported for this year were slightly higher than those of the prior year. Gross profit, as a percentage of net sales, was 36.0% in the three-month period ended September 30, 2002 as compared to 36.1% for the comparable period in 2001. In the nine-month period ended September 30, 2002 gross profit as a percentage of sales increased to 46.4% as compared to 36.6% in the comparable period in 2001. While the gross profit rate for the third quarter was comparable to the same period in the prior year, it was lower than the gross profit rate for the first six months of the year primarily due to the repossession of customer product during the quarter, along with lower Wireless Data Communications and Digital Multimedia and Networking sales volume during the three months. The reason for the increase in the gross profit rate for the year to date was primarily attributable to the higher product and service sales activities of Wireless Data Communications, lower product costs due to the redesign of certain wireless devices, the introduction of a mobile wireless product, and to a lesser extent, higher gross profit service sales activity in Digital Multimedia and Networking. Research and development expenses decreased 110.8% to $(63,000) in the three-month period ended September 30, 2002 as compared to $584,000 for the comparable period in 2001. In the nine-month period ended September 30, 2002 research and development expenses decreased 65.6% to $728,000 as compared to $2,117,000 in the comparable period in 2001. The principal reasons for the decrease in research and development expenses for both periods was a reduced requirement for development efforts in 2002 and the capitalization of development costs of $208,000 in the third quarter and $774,000 in the first nine months of this year for new products that reached technical feasibility and for internal use software developed during these periods. In addition, $332,000 of expenses reported as research and development expenses in the first six months of this year were reclassified to selling, general and administrative expenses in the third quarter. Selling, general, administrative and other expenses increased 49.3% to $3,805,000 in the three-month period ended September 30, 2002 as compared to $2,549,000 for the comparable period in 2001. In the nine-month period ended September 30, 2002 selling, general, administrative and other expenses increased 13.0% to $9,212,000 as compared to $8,152,000 in the comparable period in 2001. As a percentage of sales, selling, general, administrative and other expenses increased to 63.0% for the third quarter of this year compared to -17- 40.8% for the third quarter of last year and to 44.6% for the first nine months of this year compared to 46.2% for the first nine months of last year. The primary reason for the increase for was $655,000 in bad debt expense related to a write-off for customer product repossessed and an increase in allowances for doubtful accounts. The remainder of the increase was due to the reclassification of $332,000 of expenses reported as research and development expense if the first six months of this year, as described above. Depreciation and amortization expense decreased 19.9% to $552,000 for the three-month period ended September 30, 2002 compared to $689,000 for the comparable period of 2001. In the nine-month period ended September 30, 2002 depreciation and amortization expenses decreased 20.3% to $1,620,000 as compared to $2,032,000 in the comparable period in 2001. The principal reason for the decrease is due to the reduction in goodwill amortization expense resulting from the implementation of SFAS 142 on January 1, 2002. Costs of non-recurring acquisition activity were $185,000 for the three-month period ended September 30, 2002 and $1,899,000 for the nine-month period ended September 30, 2002. This write-off was the result of the Company reaching an impasse in the second quarter in its negotiations with BT Group plc to acquire their RedCARE division, its security products and service business. These costs were primarily related to legal and accounting expenses incurred during diligence and negotiations. Business restructuring charges amounted to $609,000 in the nine-month period ended September 30, 2001 and related to a charge of $418,000 to cover employee separation costs and a one-time non-cash charge of $191,000 to cover the write down of excess and obsolete Digital Multimedia analog product inventory. Interest and other income for the three-month period ended September 30, 2002 was $(14,000) compared to $234,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 interest and other income was $(70,000) as compared to $893,000 in the comparable period in 2001. These decreases in interest and other income were primarily the result of a decrease in income earned on cash balances and an increase in interest expense from capital leases. Minority interest in the three-month period ended September 30, 2002 was $0 as compared to $714,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 minority interest was $326,000 as compared to $2,463,000 in the comparable period in 2001. The principle reason for the decrease in Minority interest is the depletion of Minority Interest on the Company's balance sheet. The Company, due to the loss position from operations, did not record a tax provision in the three-month and nine-month periods ended September 30, 2002 and 2001, respectively. The $86,000 in income tax recorded during the nine-month period ended September 30, 2002 relates principally to an income tax withholding on an international product and service sale. A provision for the recovery of income tax of $115,000 was recorded in the nine-month period ended September 30, 2001 following the completion and submittal of the Company's federal income tax returns in connection with an assessed over payment of federal income tax installments in connection with the sale of the Company's Derived Channel technology. The Company recorded a net loss of $2,338,000 in the three-month period ended September 30, 2002 as compared to net loss of $621,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 the Company recorded a net loss of $3,721,000 as compared to a net loss $2,983,000 in the comparable period in 2001. The Company recorded a net loss applicable to common shareholders of $2,398,000 in the three-month period ended September 30, 2002 as compared to net loss applicable to common shareholders of $681,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 the Company recorded a net loss applicable to common shareholders of $3,901,000 as compared to a net loss applicable to common shareholders of $3,163,000 in the comparable period in 2001. -18- Excluding the $185,000 in cost related to non-recurring acquisition activity the Company would have recorded net loss applicable to common shareholders of $2,213,000 for the three-month period ended September 30, 2002 as compared to a net loss of $681,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 the Company would have recorded a net loss applicable to common shareholders of $2,002,000 as compared to a net loss $2,554,000 in the comparable period in 2001. Basic and diluted earnings (loss) per common share decreased to $(0.22) in the three-month period ended September 30, 2002 as compared to $(0.06) in the comparable period in 2001. In the nine-month period ended September 30, 2002 basic and diluted earnings (loss) per share decreased to $(0.36) as compared to $(0.30) in the comparable period in 2001. Excluding the cost related to non-recurring acquisition activity and business restructuring charges, basic and diluted earnings (loss) per common share decreased to $(0.21) in the three-month period ended September 30, 2002 as compared to $(0.06) in the comparable period in 2001. In the nine-month period ended September 30, 2002 basic and diluted earnings (loss) per share decreased to $(0.19) as compared to $(0.25) in the comparable period in 2001. The weighted average and diluted shares outstanding increased to 10,773,000 for the period ended September 30, 2002 as compared to 10,481,000 in the comparable period in 2001. In the nine-month period ended September 30, 2002 weighted average and diluted shares outstanding increased to 10,696,000 as compared to 10,423,000 in the comparable period in 2001. For both periods the increase in shares was due to the exercise of stock options. LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY The Company has been able to fund its operations and working capital requirements from cash flow generated by operations, the proceeds from a public offering completed in April 1995, the proceeds from the sale of its Derived Channel technology in November 1999, the proceeds from capital leases, and the proceeds from the exercise of stock options. Net cash used in operating activities decreased to $2,737,000 for the nine-month period ended September 30, 2002 as compared to $3,251,000 in the comparable period in 2001. The decrease in cash used was primarily due to a reduction in minority interest to $326,000 this year to date compared to $2,463,000 last year to date, partially offset by an increase in net losses to $3,721,000 this year to date compared to a net loss of $2,983,000 last year to date and, to a lesser extent, working capital usage of $517,000 and $237,000 for the same periods, respectively. Net cash used in investing activities increased to $2,652,000 in the nine-month period ended September 30, 2002 as compared to $1,320,000 in the comparable period in 2001. The increase in cash used was primarily the result of increased investment in intangible assets, including the purchase of a software license and the capitalization of internally developed software for customer product and service applications and for internal use. Net cash provided by financing activities increased to $2,451,000 in the nine-month period ended September 30, 2002 as compared to $85,000 in the comparable period in 2001. The increase in cash was primarily due to the receipt of $1,177,000 in the nine-month period to September 30, 2002 from the exercise of stock options which resulted in the issuance of an additional 255,529 shares of the Company's Class A Common Stock against the receipt of $294,000 in the nine-month period to September 30, 2001 from the exercise of stock options which resulted in the issuance of an additional 112,452 shares of the Company's Class A Common Stock, respectively. -19- In addition, the Company received proceeds, net of payments, of $1,274,000 during the first nine months of the year from capital leases and other obligations related to assets purchases. The Company had working capital balances of $8,243,000 and $11,332,000, respectively, as of September 30, 2002 and December 31, 2001. The Company's business has traditionally not been capital intensive and, accordingly, capital expenditures have not been material. To date, the Company has funded all capital expenditures from working capital, capital lease and other long-term obligations, proceeds from the public offering and the proceeds from the sale of its Derived Channel technology in November 1999. The Company is obligated under the First Amendment to the Operating Agreement of Cellemetry LLC ("Cellemetry") to fund the operations of Cellemetry to an amount of $5,500,000 by way of interest bearing debt financing to be available to fund the operations of Cellemetry and its wholly owned subsidiary Uplink Security, Inc. The Company has provided the full amount of the facility to Cellemetry and the Company may, but is not obligated to continue to fund Cellemetry with additional interest bearing debt financing. All borrowings carry the Prime Rate of interest. At September 30, 2002 the Company had provided total interest bearing debt-financing amounting to $18,080,000. Under the terms of the Cellemetry LLC ("Cellemetry") operating agreement, as amended by the First Amendment to the Operating Agreement of Cellemetry LLC, dated November 1, 1999, as of November 1, 2002, Cingular Wireless LLC ("Cingular") may have certain rights, at the Company's option, with respect to Cingular's interest in Cellemetry LLC. The Company is currently in discussions with Cingular regarding its interest in Cellemetry and the Company. Expansion of the Company's business in fiscal 2002, including increased market penetration and increased product and service sales based on recurring revenue, may require greater working capital needs and capital investments than in the past. While the Company believes that its balance of cash and cash equivalents are sufficient to meet its present operating and capital requirements, it does plan to secure access to additional funding sources. Therefore, it is in discussions with financial institutions to establish a line of credit to be used for future growth in working capital and capital expenditures. Additionally, cash requirements for future expansion of the Company's operations will be evaluated on an as-needed basis and may involve additional external financing, beyond the establishment of a line of credit. The Company does not expect that such additional financing, should it occur, will have a materially negative impact on the Company's ability to fund its existing operations. -20- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. At September 30, 2002 the Company was not invested in any material balances of market risk sensitive instruments held for either trading purposes or for purposes other than trading. As a result, the Company is not subject to interest rate risk, foreign currency rate risk, commodity price risk, or other relevant market risks, such as equity price risk. The Company invests cash balances in excess of operating requirements. At September 30, 2002 the Company had no outstanding borrowings payable except for obligations under capital leases. The Company believes that the effect, if any, of reasonably possible near-term changes in interest rates or foreign currency exchange rates on the Company's financial position, results of operations and cash flows should not be material. ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES. Under the supervision and with the participation of the Company's Chairman and Chief Executive Officer, and Executive Vice President, Chief Financial Officer and Principal Financial and Accounting Officer (its principal executive officer and principal financial officer), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based on that evaluation, the Chairman and Chief Executive Officer, and Executive Vice President, Chief Financial Officer and Principal Financial and Accounting Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation. -21- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, the Company is involved in routine legal proceedings in the normal course of its business. The Company believes that no currently pending legal proceedings will have a materially adverse effect on its business, its financial condition, or results of operations. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None - not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None - not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None - not applicable. ITEM 5. OTHER INFORMATION. None - not applicable. ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K. a. Exhibits Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. b. Reports on Form 8-K during the quarter ended September 30, 2002. None - not applicable. -22- 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 thereunto duly authorized. NUMEREX CORP. (Registrant) Date: November 13, 2002 By: /s/ Stratton J. Nicolaides ---------------------- ------------------------------ STRATTON J. NICOLAIDES Chairman and Chief Executive Officer Date: November 13, 2002 By: /s/ Kenneth W. Taylor ---------------------- ------------------------------ KENNETH W. TAYLOR Executive Vice President, Chief Financial Officer, and Principal Financial and Accounting Officer -23- CERTIFICATIONS CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Stratton J. Nicolaides, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Numerex Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2002 /s/ Stratton J. Nicolaides --------------------------------------- Stratton J. Nicolaides Chief Executive Officer and Chairman -24- CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. Taylor, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Numerex Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2002 /s/ Kenneth W. Taylor ----------------------------------- Kenneth W. Taylor Chief Financial Officer, Executive Vice President, and Principal Financial and Accounting Officer -25- EX-99.1 3 g79332exv99w1.txt SECTION 906 CERTIFICATION OF THE CEO EXHIBIT 99.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Numerex Corp. (the "Company") on Form 10-Q as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stratton J. Nicolaides, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report. This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law. November 13, 2002 /s/ Stratton J. Nicolaides ------------------------------------ Stratton J. Nicolaides Chief Executive Officer -26- EX-99.2 4 g79332exv99w2.txt SECTION 906 CERTIFICATION OF THE CFO EXHIBIT 99.2 CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Numerex Corp (the "Company") on Form 10-Q as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth W. Taylor, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report. This certificate is being made for the exclusive purpose of compliance by the Chief Financial Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law. November 13, 2002 /s/ Kenneth W. Taylor ----------------------------- Kenneth W. Taylor Chief Financial Officer -27- -----END PRIVACY-ENHANCED MESSAGE-----