-----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, OEeey4YD7sLbpFmlPH9J17H1r+AND3y7b9kupVB5zhOvLReUL7y7uQgAAImDLJ1y 0C1uWTBhbuVdOayHnVdjAA== 0000950144-04-005218.txt : 20040511 0000950144-04-005218.hdr.sgml : 20040511 20040511080637 ACCESSION NUMBER: 0000950144-04-005218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040511 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040511 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22920 FILM NUMBER: 04794937 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 8-K 1 g89116e8vk.htm NUMEREX CORP. NUMEREX CORP.
Table of Contents

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): May 11, 2004

NUMEREX CORP.

(Exact Name of Issuer as Specified in Charter)
         
Pennsylvania
  0-22920
  11-2948749
(State or other
jurisdiction or
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

1600 Parkwood Circle
Suite 200
Atlanta, Georgia

(Address of principal executive offices)

30339

(Zip code)

(770) 693-5950

(Registrant’s telephone number, including area code)

 


TABLE OF CONTENTS

SIGNATURES
EX-99.1 PRESS RELEASE DATED MAY 11, 2004


Table of Contents

Item 7. Financial Statements and Exhibits.

(c) Exhibits

99.1 Text of Press Release, dated May 11, 2004

Item 12. Results of Operations and Financial Condition.

On May 11, 2004, Numerex Corp. issued a press release announcing its financial results for the first quarter and year ended March 31, 2004. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

     
Exhibits
99.1
  Press Release dated May 11, 2004

 


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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.

(Registrant)
     
    /s/ Alan Catherall

Alan Catherall
Chief Financial Officer

Date: May 11, 2004

 

EX-99.1 2 g89116exv99w1.txt EX-99.1 PRESS RELEASE DATED MAY 11, 2004 EXHIBIT 99.1 [NUMEREX LOGO] INVESTOR RELATIONS CONTACT: Alan B. Catherall 770-485-2527 PRESS RELEASE FOR IMMEDIATE RELEASE NUMEREX REPORTS FIRST QUARTER 2004 RESULTS ATLANTA, MAY 11, 2004 - NUMEREX CORP. (NASDAQ: NMRX), a leader in interactive data communications, today announced financial results for the first quarter of 2004 reporting a net loss of $0.8 million, or $(0.07) per fully diluted share as compared a net loss of $1.1 million or $(0.10) per fully diluted share for the first quarter of 2003. Net sales for the first quarter were $4.8 million compared to $4.7 million for the first quarter of 2003. Please see attached financial statements for more details. "Total revenues in the first quarter of 2004 grew modestly compared to the same quarter last year. However this result masks the strong growth in wireless data products and services, stated Stratton Nicolaides, Chairman and CEO of Numerex. "After eliminating revenues of $430 thousand associated with Data1Source LLC, the sale of which occurred in September 2003, wireless data revenues increased by 37% compared to the first quarter of 2003. Specifically, the first quarter of 2004 saw acceleration in growth in the Company's security business, Uplink(TM) Security. We expect this pattern to continue throughout the year as demand increases in both the alarm security and financial services sectors." "An estimated $500 thousand of costs associated with the ramp-up in both MobileGuardian(TM) and VendView(TM) negatively impacted operating results. However, we expect these costs to substantially abate during the second half of 2004 as indirect distribution channels begin to contribute to revenues, thereby increasing operating leverage and lessening our dependence on direct marketing and selling. Although VendView sales were not significant during the first quarter, we have already received a major order for shipment in the second quarter and believe that our VendView product and associated service will gain additional market acceptance as the year progresses. In addition, VendView is currently in trial with several major bottling and vending operators. We believe that these trials will yield positive results during the second half of the year." "Our first quarter was met with lower than expected activity in our digital multimedia and networking business. However, we are encouraged by the increase in second quarter activity and an improved opportunity funnel. As a result, we anticipate revenues at a run-rate of approximately $1.5 million during second quarter. Certain F.C.C. E-Rate awards approximating $1.8 million that were on hold for several months have been announced. While there can be no assurances of the timing or that these awards will even result in revenue producing contracts, we view this as a positive occurrence. In addition, IPContact(TM), our software based video and voice product, is currently undergoing several trials. We expect to see an increased in order book flow from IPContact beginning in the third quarter". "Currently, we estimate total revenues to range between $5 million and $5.5 million for the second quarter and expect a consequent reduction in operating losses. We remain confident in the performance of our core wireless business and expect improved operating results over the course of the year." "Our financing transaction in January 2004, which has been highlighted in prior press releases, allowed us to significantly strengthen our Balance Sheet. Specifically, cash increased from $734 thousand at December 31, 2003 to over $1.3 million by March 31, 2004. In addition, since the primary purpose of the financing transaction was to repay $3.5 million of short term debt, our current liabilities declined from over $8.5 million at December 31, 2003 to less than $5.4 million by March 31, 2004. Finally, the $4.5 million term note has delayed repayment terms and will require maximum cash outlays of both principal and interest of less than $750 thousand during the balance of 2004. Actual cash outlays could be lower than this if the equity conversion feature is available to be exercised." -continued- "Ultimately, our goal continues to be to generate additional cash from operations and to further improve our liquidity by inventory reductions and non-core asset sales." CONFERENCE CALL AND WEBCAST INFORMATION Numerex will conduct a conference call on May 11th, at 11:00 A.M., Eastern Daylight Time, accessible by calling (877) 365-7581 in the U.S. and Canada, or (706) 679-3922 international. A live Webcast of the call will also be available via Numerex's Web site at http://www.nmrx.com, under the Investor Relations section. A replay of the conference call will be available via Numerex's Web site beginning two hours after the call. ABOUT NUMEREX Numerex (Nasdaq:NMRX) is a communications technology business comprised of operating subsidiaries that primarily utilize existing wireless or cellular, Internet and cable infrastructure thereby enabling network access and information management through the deployment of proprietary software and technology which provides an entrance to and exit from a communications network. Such technology is referred to as a "gateway" in the communications industry. The Company primarily markets and sells products and services in wireless data communications through Cellemetry(R), Uplink(TM), MobileGuardian(TM), VendView(TM), and digital multimedia through PowerPlay(TM) and IPContact(TM). These products and 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 support. For more information on Numerex, please visit our Web site at: www.nmrx.com. This press release contains, and other statements may contain, forward-looking statements with respect to Numerex's 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: the failure to realize improvements on our digital multimedia and networking business; 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; 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's SEC reports identify additional factors that can affect forward-looking statements. -continued- NUMEREX CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2004 2003 (UNAUDITED) (UNAUDITED) ----------- ----------- NET SALES: Wireless Data Communications $ 3,414 $ 2,886 Digital Multimedia and Networking 1,029 1,546 Wireline Data Communications 327 255 -------- -------- TOTAL NET SALES 4,770 4,687 Cost of sales 2,540 2,454 Depreciation and amortization 109 180 -------- -------- GROSS PROFIT 2,121 2,053 44.5% 43.8% Selling, general, and administrative expenses 2,324 2,387 Research and development expenses 277 298 Depreciation and amortization 424 489 -------- -------- OPERATING LOSS (904) (1,121) Interest income and (expense), net (133) (20) Profit on sale of business 250 -- Other income and (expense), net (2) 43 -------- -------- LOSS BEFORE TAXES (789) (1,098) Provision for income taxes (4) 19 -------- -------- NET LOSS (785) (1,117) ======== ======== BASIC LOSS PER COMMON SHARE $ (0.07) $ (0.10) DILUTED LOSS PER COMMON SHARE $ (0.07) $ (0.10) Number of shares used in per share calculation Basic 10,792 11,384 Diluted 10,792 11,384
-continued- NUMEREX CORP. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 2004 2003 (IN THOUSANDS) (UNAUDITED) ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,327 $ 734 Accounts receivable, net 3,124 3,093 Notes Receivable 91 99 Inventory 2,975 3,461 Prepaid expenses and other current assets 847 700 -------- -------- TOTAL CURRENT ASSETS 8,364 8,087 PROPERTY AND EQUIPMENT, NET 1,185 1,296 GOODWILL, NET 15,014 15,014 OTHER INTANGIBLES, NET 7,758 7,979 SOFTWARE, NET 707 825 OTHER ASSETS 892 769 -------- -------- TOTAL ASSETS $ 33,920 $ 33,970 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,407 $ 2,498 Other current liabilities 1,250 1,487 Note payable, current 500 3,500 Deferred revenues 916 775 Obligations under capital leases, current portion 269 282 -------- -------- TOTAL CURRENT LIABILITIES 5,342 8,542 LONG TERM LIABILITIES Obligations under capital leases and other long term liabilities 2 62 Note Payable 3,806 -- -------- -------- TOTAL LONG TERM LIABILITIES 3,808 62 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 13,184,570 and 13,181,547 shares, respectively 36,810 36,793 Additional paid-in-capital 680 439 Treasury stock, at cost, 2,391,400 shares on March 31, 2004 and December 31, 2003 (10,197) (10,197) Class B common stock - no par value; authorized 5,000,000; none issued -- -- Accumulated other comprehensive income 28 97 Retained earnings (2,551) (1,766) -------- -------- 24,770 25,366 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 33,920 $ 33,970 ======== ========
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