UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~June~~September 30, 2016

	orOr

o¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ~~_______~~__________ to __________

Commission file number: 000-22920

NUMEREX CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	11-2948749
(State or other jurisdiction	(~~I.R.S. Employer~~
of incorporation or organization)	(I.R.S. Employer Identification No.)

400 Interstate North Parkway, Suite 1350

Atlanta, GA 30339-2119
(Address of principal executive offices) (Zip Code)

(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 þ No o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes þNoo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer o¨	Accelerated filer þ
	Non-accelerated filer o¨ (Do not check if a smaller reporting company)	Smaller reporting company o¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of ~~July~~October 28, 2016, ~~19,495,566~~19,583,392 shares of the registrant's Class A common stock, no par value (being the registrant's only class of common stock outstanding) were outstanding.

NUMEREX CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1817
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	2928
Item 4.	Controls and Procedures.	3029

	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	31
Item 1A.	Risk Factors.	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	31
Item 3.	Defaults Upon Senior Securities.	31
Item 4.	Mine Safety Disclosures.	31
Item 5.	Other Information.	31
Item 6.	Exhibits.	32
	SIGNATURES	33

NUMEREX CORP. AND SUBSIDIARIES

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

	Page
Index to Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2016 and December 31, 2015	4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss) Income~~Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2016	5
Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity for the ~~six~~nine months ended ~~June~~September 30, 2016	6
Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015	7
Unaudited Condensed Notes to Consolidated Financial Statements	8

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,889		$	16,237		$	9,824		$	16,237
Restricted cash		221			-			221			-
Accounts receivable, less allowance for doubtful accounts of $782 and $618		9,895			9,237
Accounts receivable, less allowance for doubtful accounts of $743 and $618								9,353			9,237
Financing receivables, current		1,927			1,780			1,877			1,780
Inventory, net of reserves		6,519			7,617			6,339			7,617
Prepaid expenses and other current assets		2,398			1,887			1,838			1,887
Deferred tax assets, current		603			603			603			603
TOTAL CURRENT ASSETS		31,452			37,361			30,055			37,361

Financing receivables, less current portion		2,299			2,330			2,090			2,330
Property and equipment, net of accumulated depreciation and amortization		6,136			4,795			6,136			4,795
Software, net of accumulated amortization		6,488			7,146			6,118			7,146
Other intangible assets, net of accumulated amortization		13,321			15,722			12,879			15,722
Goodwill		40,945			43,424			40,945			43,424
Other assets		396			409			849			409
TOTAL ASSETS	$	101,037		$	111,187		$	99,072		$	111,187

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	11,644		$	11,390		$	11,572		$	11,390
Accrued expenses and other current liabilities		3,831			2,864			3,777			2,864
Deferred revenues		1,553			1,942			1,563			1,942
Current maturities of long-term debt, net of debt issuance costs		-			3,600			638			3,600
Current obligations under capital lease		198			-			257			-
TOTAL CURRENT LIABILITIES		17,226			19,796			17,807			19,796

Long-term debt, net of debt issuance costs, less current maturities		16,027			15,309			15,456			15,309
Obligations under capital lease, noncurrent		1,039			-			980			-
Deferred tax liabilities, noncurrent		1,415			1,595			1,416			1,595
Other liabilities		1,664			1,891			1,528			1,891
TOTAL LIABILITIES		37,371			38,591			37,187			38,591

COMMITMENTS AND CONTINGENCIES (NOTE I)
COMMITMENTS AND CONTINGENCIES (NOTE H)

SHAREHOLDERS’ EQUITY
Preferred stock, no par value; 3,000 authorized; none issued		-			-			-			-
Class A common stock, no par value; 30,000 authorized; 20,789 and 20,652 issued; 19,463 and 19,177 outstanding		-			-
Class A common stock, no par value; 30,000 authorized; 20,910 and 20,652 issued; 19,583 and 19,177 outstanding								-			-
Class B common stock, no par value; 5,000 authorized; none issued		-			-			-			-
Additional paid-in capital		103,802			102,108			104,568			102,108
Treasury stock, at cost, 1,326 and 1,316 shares		(5,466	)		(5,444	)		(5,466	)		(5,444	)
Accumulated other comprehensive loss		(103	)		(117	)		(105	)		(117	)
Accumulated deficit		(34,567	)		(23,951	)		(37,112	)		(23,951	)
TOTAL SHAREHOLDERS' EQUITY		63,666			72,596			61,885			72,596
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	101,037		$	111,187		$	99,072		$	111,187

The accompanying notes are an integral part of these financial statements.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE ~~(LOSS) INCOME~~LOSS

(In thousands, except per share data)

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2016			2015			2016			2015			2016			2015			2016			2015
Net revenues:
Subscription and support revenues	$	14,810		$	16,721		$	29,794		$	33,250		$	14,388		$	15,624		$	44,183		$	48,874
Embedded devices and hardware		2,796			8,932			5,862			14,080			3,024			7,710			8,886			21,791
Total net revenues		17,606			25,653			35,656			47,330			17,412			23,334			53,069			70,665
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues		5,713			6,471			11,414			13,190			5,828			6,538			17,242			19,728
Embedded devices and hardware		2,854			7,906			5,945			12,624			3,082			6,958			9,027			19,582
Provision for inventory reserves		460			136			487			271
Inventory reserves														27			1,277			514			1,547
Impairment of other asset														-			1,275			-			1,275
Gross profit		8,579			11,140			17,810			21,245			8,475			7,286			26,286			28,533
Operating expenses:
Sales and marketing		3,270			3,026			6,215			6,089			3,229			3,047			9,444			9,136
General and administrative		3,859			3,672			7,988			7,601			3,280			4,507			11,269			12,108
Engineering and development		2,444			2,201			4,691			4,494			2,229			2,201			6,920			6,695
Depreciation and amortization		1,677			1,658			3,335			3,312			1,658			2,100			4,992			5,411
Impairment of goodwill and other intangible assets		4,172			-			4,172			-			-			1,250			4,172			1,250
Restructuring charges		1,243			-			1,243			-			276			-			1,520			-
Operating (loss) income		(8,086	)		583			(9,834	)		(251	)
Operating loss														(2,197	)		(5,819	)		(12,031	)		(6,067	)
Interest expense		460			210			727			415			469			188			1,196			604
Loss on extinguishment of debt		-			-			290			-			-			-			290			-
Other income, net		(22	)		(37	)		(65	)		(69	)		(33	)		(31	)		(99	)		(100	)
(Loss) income before income taxes		(8,524	)		410			(10,786	)		(597	)
Loss before income taxes														(2,633	)		(5,976	)		(13,418	)		(6,571	)
Income tax (benefit) expense		(234	)		141			(170	)		(245	)		(87	)		10,404			(257	)		10,159
Net (loss) income		(8,290	)		269			(10,616	)		(352	)
Other items of comprehensive loss (income), net of income taxes:
Net loss														(2,546	)		(16,380	)		(13,161	)		(16,730	)
Other items of comprehensive income (loss), net of income taxes:
Foreign currency translation adjustment		1			(25	)		(14	)		(18	)		1			30			12			47
Comprehensive (loss) income	$	(8,291	)	$	294		$	(10,602	)	$	(334	)
Comprehensive loss													$	(2,545	)	$	(16,350	)	$	(13,149	)	$	(16,683	)

(Loss) earnings per share:
Loss per share:
Basic	$	(0.43	)	$	0.01		$	(0.55	)	$	(0.02	)	$	(0.13	)	$	(0.86	)	$	(0.68	)	$	(0.88	)
Diluted	$	(0.43	)	$	0.01		$	(0.55	)	$	(0.02	)	$	(0.13	)	$	(0.86	)	$	(0.68	)	$	(0.88	)
Weighted average shares outstanding used in per share calculation:
Weighted average shares outstanding used in per share calculation
Basic		19,449			19,029			19,413			19,011			19,542			19,137			19,456			19,053
Diluted		19,449			19,269			19,413			19,011			19,542			19,137			19,456			19,053

The accompanying notes are an integral part of these financial statements.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(inIn thousands)

								Accumulated Other						Total										Accumulated Other						Total
	Common		Additional		Treasury			Comprehensive			Accumulated			Shareholders'			Common		Additional		Treasury			Comprehensive			Accumulated			Shareholders'
	Shares		Paid-in Capital		Stock			Loss			Deficit			Equity			Shares		Paid-in Capital		Stock			Loss			Deficit			Equity
Balance at January 1, 2016		20,652	$	102,108	$	(5,444	)	$	(117	)	$	(23,951	)	$	72,596			20,652	$	102,108	$	(5,444	)	$	(117	)	$	(23,951	)	$	72,596
Equity-based compensation expense		-		1,451		-			-			-			1,451			-		2,202		-			-			-			2,202
Exercises, vesting and other equity-based compensation plan activity, net		136		235		(22	)		-			-			213			257		250		(22	)		-			-			228
Issuance of common shares for services		1		8		-			-			-			8			1		8		-			-			-			8
Translation adjustment		-		-		-			14			-			14			-		-		-			12			-			12
Net loss		-		-		-			-			(10,616	)		(10,616	)		-		-		-			-			(13,161	)		(13,161	)
Balance at June 30, 2016		20,789	$	103,802	$	(5,466	)	$	(103	)	$	(34,567	)	$	63,666
Balance at September 30, 2016																		20,910	$	104,568	$	(5,466	)	$	(105	)	$	(37,112	)	$	61,885

The accompanying notes are an integral part of these financial statements.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended						Nine Months Ended
	June 30,						September 30,
	2016			2015			2016			2015
Cash flows from operating activities:
Net loss	$	(10,616	)	$	(352	)	$	(13,161	)	$	(16,730	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		3,968			3,782			5,997			6,163
Impairment of goodwill and other intangible assets		4,172			-
Impairment of goodwill and other assets								4,172			2,525
Non-cash restructuring charges		370			-			345			-
Equity-based compensation expense		1,451			1,581			2,202			2,319
Loss on extinguishment of debt		290			-			290			-
Deferred income taxes		(179	)		(213	)		(268	)		10,147
Bad debt expense		228			200			327			400
Provision for inventory reserves		487			271
Inventory reserves								514			1,547
Other non-cash expense		72			41			138			63
Changes in assets and liabilities:
Accounts and financing receivables		(1,004	)		(3,216	)		(303	)		(1,898	)
Inventory, net		(844	)		(470	)		(1,323	)		(861	)
Accounts payable		421			1,486			427			(31	)
Deferred revenue		(454	)		(102	)		(554	)		231
Other		253			161			394			249
Net cash (used in) provided by operating activities		(1,385	)		3,169			(803	)		4,124
Cash flows from investing activities:
Purchases of property and equipment		(509	)		(1,219	)		(789	)		(1,984	)
Capitalized software development and purchases of software		(1,280	)		(2,431	)		(1,662	)		(3,314	)
Net cash used in investing activities		(1,789	)		(3,650	)		(2,451	)		(5,298	)
Cash flows from financing activities:
Proceeds from long-term debt		17,000			-			17,000			-
Principal payments on debt		(19,349	)		(2,219	)		(19,349	)		(3,313	)
Principal payments on capital lease obligations		-			(148	)		-			(148	)
Exercises, vesting and other equity-based compensation plan activity		386			138
Exercises, vesting and other equity-based compensation plan activity, net								486			138
Payment of taxes on equity-based awards		(173	)		(350	)		(258	)		(291	)
Deferred financing costs paid		(1,038	)		-			(1,038	)		-
Net cash used in financing activities		(3,174	)		(2,579	)		(3,159	)		(3,614	)
Net decrease in cash and cash equivalents		(6,348	)		(3,060	)		(6,413	)		(4,788	)
Cash and cash equivalents at beginning of period		16,237			17,270			16,237			17,270
Cash and cash equivalents at end of period	$	9,889		$	14,210		$	9,824		$	12,482

Supplemental disclosures of cash flow information:
Cash paid for interest	$	645		$	377		$	1,047		$	513
Net cash paid for income taxes		6			28			6			70
Disclosure of non-cash investing and financing activities:
Disclosure of non-cash operating, investing and financing activities:
Capital expenditures in accounts payable		274			407			196			203
Fixed assets acquired under a capital lease		1,237			-			1,237			-
Transfers of inventory to equipment for managed services								2,087			1,064

The accompanying notes are an integral part of these financial statements.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2016

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Numerex Corp. (NASDAQ:NMRX) is a ~~holding company and, through its subsidiaries, is a single source,~~ leading provider of managed enterprise solutions enabling the Internet of Things (IoT). ~~An IoT solution is generally viewed as a combination of devices, software~~The Company's solutions produce new revenue streams or create operating efficiencies for its customers. Numerex provides its technology and services that operate with little or no human interaction. Our managed IoT solutions are simple, innovative, scalable and secure. Our solutions incorporate each of the four key IoT building blocks – Device, Network, Application and Platform. We provide our technology and service solutions through ~~our~~its integrated ~~IoT horizontal~~ platforms, which are generally sold on a subscription basis. WeThe Company offers a portfolio of managed end-to-end IoT solutions including smart devices, network connectivity and service applications capable of addressing the needs of a wide spectrum of vertical markets and industrial customers. The Company's mission is to empower enterprise operations with world-class, managed IoT solutions that are simple, innovative, scalable, and secure. Numerex is ISO 27001 information security-certified, highlighting ~~our~~the Company's focus on ~~IoT~~ data security, service reliability and around-the-clock support of ~~our customers’ IoT solutions.~~its customers. Foreign operations were not significant to us for the three and ~~six~~nine months ended ~~June~~September 30, 2016 or 2015.

Basis of Presentation

We prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, referred to as GAAP, for interim financial information and the Rules and Regulations issued by the Securities Exchange Commission, or SEC, as applicable. These financial statements include all of our accounts and those of our wholly-owned subsidiaries. We have eliminated intercompany transactions and balances in consolidation.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, although we believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying financial statements reflect all adjustments, which consist of normal recurring adjustments unless otherwise disclosed, considered necessary for a fair presentation of our financial position as of ~~June~~September 30, 2016 and our operating results and cash flows for the interim periods presented. The accompanying condensed consolidated balance sheet as of December 31, 2015 was derived from our audited financial statements, but does not include all disclosures required by GAAP. The financial information presented herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 which includes information and disclosures not included in this quarterly report.

Estimates and Assumptions

The preparation of financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Actual results may differ materially from these estimates. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2016 may not be indicative of the results that may be expected for the year ending December 31, 2016 or any future periods.

Restricted Cash

As of ~~June~~September 30, 2016, cash of $0.2 million was held in escrow related to certain vendor obligations as a result of entering into our new loan agreement. See Note G – Debt. There was no restricted cash at December 31, 2015.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2016

Reclassifications

As a result of the adoption of a recent accounting pronouncement, see Note K – Recent Accounting Pronouncements, the balance sheet as of December 31, 2015 reflects the following reclassifications (dollars in thousands):

	Historical		Reclassi-					Historical		Reclassi-
	Presentation		fication			As Adjusted		Presentation		fication			As Adjusted
Prepaid expenses and other current assets	$	2,037	$	(150	)	$	1,887	$	2,037	$	(150	)	$	1,887
Other assets		699		(290	)		409		699		(290	)		409

Current portion of long-term debt		3,750		(150	)		3,600		3,750		(150	)		3,600
Long-term debt, less current portion		15,599		(290	)		15,309		15,599		(290	)		15,309

NOTE B – INVENTORY

Inventory consisted of the following as of the dates below (in thousands):

	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
Raw materials	$	1,640		$	1,903		$	1,553		$	1,903
Finished goods		7,398			8,420			7,206			8,420
Inventory reserves		(2,519	)		(2,706	)		(2,420	)		(2,706	)
	$	6,519		$	7,617		$	6,339		$	7,617

During the ~~six~~nine months ended ~~June~~September 30, 2016, we transferred ~~$1.5~~$2.1 million of inventory to monitoring equipment within property and equipment and disposed of ~~$0.7~~$0.8 million of fully reserved ~~inventory.~~inventory.

NOTE C – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
Computer, network and other equipment	$	8,092		$	7,150		$	8,759		$	7,150
Monitoring equipment		4,469			3,015			5,102			3,015
Furniture and fixtures		932			888			486			888
Leasehold improvements		376			374			265			374
Total property and equipment		13,869			11,427			14,612			11,427
Accumulated depreciation and amortization		(7,733	)		(6,632	)		(8,476	)		(6,632	)
	$	6,136		$	4,795		$	6,136		$	4,795

~~During the quarter ended June 30, 2016, we~~We entered into an agreement effective August 1, 2016 to sublease the office space formerly occupied by our corporate headquarters that included all furniture and fixtures. We recorded ~~a restructuring charge of $1.2 million, which included~~ a $0.4 million non-cash charge for the estimated net book value of the furniture and fixtures as of August 1, 2016, the cease-use date. See Note F – Restructuring.

During the ~~six~~nine months ended ~~June~~September 30, 2016, we transferred ~~$1.5~~$2.1 million of inventory to monitoring equipment as part of our managed services business.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2016

NOTE D – GOODWILL AND OTHER INTANGIBLE ASSETS

Impairment Charges

~~We recorded $4.2 million in impairment charges for trade names, technology~~During the second quarter of 2016, management evaluated and ~~goodwill as of June 30, 2016. The~~determined that the Omnilink and Do-It-Yourself (DIY) product lines and reporting units ~~did not generate results~~should be tested for impairment as a result of ~~operations consistent with our expectations and recent forecasts for the three months ended June 30, 2016. The~~ lower operating results, ~~and future expectations for Omnilink~~which are ~~principally~~ related to strategic changes and delays associated with the launch of a new personal tracking product line. ~~We also continue~~Management initiated a quantitative two-step goodwill impairment test by comparing the carrying value of the net assets of the respective units to ~~evaluate different strategic options for the DIY reporting unit. These factors were triggering events that indicated that it was more likely than not~~its fair value based on a discounted cash flow analysis. Based on our assessment, we determined that the fair value of ~~the Omnilink and DIY~~these reporting units were less than ~~their~~the respective carrying ~~amounts. As a result,~~value and goodwill was impaired, and we ~~performed initial assessments of~~recorded $4.2 million in impairment charges. Such charges related to trade names, technology and goodwill ~~for impairment, along with other intangible assets of the reporting units,~~ as of ~~June 30, 2016.~~

We estimated the fair value of the reporting units using a combination of market and income approaches and concluded that the estimated fair value of the Omnilink and DIY reporting units were less than their carrying values. We assessed the implied fair value of goodwill in the same manner as if we were acquiring the reporting units in a business combination. Specifically, we allocated the estimated fair value of the reporting units to all of the assets and liabilities of those units, including any unrecognized intangible assets, in a hypothetical calculation, referred to as Step Two. We assessed the amortizing long-lived assets for impairment based on undiscounted cash flows and concluded that, with the exception of DIY technology, the carrying values of other amortizing long-lived assets and intangible assets were recoverable.

~~Based on Step Two calculations, we recorded non-cash impairment charges as of June~~September 30, 2016, ~~of $1.6 million for indefinite-lived trade names~~ and ~~$2.3 million for goodwill of the Omnilink reporting unit, and $0.1 million for technology and $0.2 million for goodwill of the DIY reporting unit.~~are summarized as follows:

Changes in the effected carrying values are summarized as follows (in thousands):

	Omnilink						DIY						Total				Omnilink						DIY						Total
	Trade Names			Goodwill			Technology			Goodwill			Impairment				Trade Names			Goodwill			Technology			Goodwill			Impairment
January 1, 2016	$	2,972		$	17,580		$	245		$	1,656					$	2,972		$	17,580		$	245		$	1,656
Amortization		-			-			(18	)		-						-			-			(27	)		-
Impairment		(1,612	)		(2,264	)		(81	)		(215	)	$	(4,172	)		(1,612	)		(2,264	)		(81	)		(215	)	$	(4,172	)
June 30, 2016	$	1,360		$	15,316		$	146		$	1,441
September 30, 2016																$	1,360		$	15,316		$	137		$	1,441

There were no impairment charges recorded during the quarter ended September 30, 2016.

~~NUMEREX CORP. AND SUBSIDIARIES~~

~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2016~~

Intangible Assets Other Than Goodwill

Intangible assets other than goodwill are summarized as follows (dollars in thousands):

																	As of September 30, 2016									As of December 31, 2015
																				Gross							Gross
	As of June 30, 2016									As of December 31, 2015								Remaining		Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book
	Remaining Useful Lives		Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value			Useful Lives		Amount		Amortization			Value		Amount		Amortization			Value
Purchased and developed software		1.9	$	16,269	$	(11,220	)	$	5,049	$	15,399	$	(9,503	)	$	5,896		1.8	$	16,736	$	(12,051	)	$	4,685	$	15,399	$	(9,503	)	$	5,896
Software in development		n/a		1,439		-			1,439		1,250		-			1,250		n/a		1,433		-			1,433		1,250		-			1,250
Total software				17,708		(11,220	)		6,488		16,649		(9,503	)		7,146				18,169		(12,051	)		6,118		16,649		(9,503	)		7,146
Licenses		3.0		13,297		(12,352	)		945		13,215		(12,167	)		1,048		2.9		13,215		(12,442	)		773		13,215		(12,167	)		1,048
Customer relationships		7.7		8,167		(2,665	)		5,502		8,167		(2,285	)		5,882		7.7		8,167		(2,852	)		5,315		8,167		(2,285	)		5,882
Technologies		11.3		4,235		(754	)		3,481		4,316		(595	)		3,721		11.2		4,316		(829	)		3,487		4,316		(595	)		3,721
Patents and trademarks		2.2		4,375		(2,342	)		2,033		4,236		(2,137	)		2,099		1.9		4,296		(2,352	)		1,944		4,236		(2,137	)		2,099
Trade names		Indefinite		1,360		-			1,360		2,972		-			2,972		Indefinite		1,360		-			1,360		2,972		-			2,972
Total other intangible assets				31,434		(18,113	)		13,321		32,906		(17,184	)		15,722				31,354		(18,475	)		12,879		32,906		(17,184	)		15,722
			$	49,142	$	(29,333	)	$	19,809	$	49,555	$	(26,687	)	$	22,868			$	49,523	$	(30,526	)	$	18,997	$	49,555	$	(26,687	)	$	22,868

Remaining useful lives in the preceding table were calculated on a weighted average basis as of ~~June~~September 30, 2016. We did not incur significant costs to renew or extend the term of acquired intangible assets during the three or ~~six~~nine months ending ~~June~~September 30, 2016.

Intangible asset amortization expense recorded in operations was $1.3 million and ~~$2.6~~$3.8 million, respectively, for the three month and ~~six~~nine months ended ~~June~~September 30, 2016 compared to $1.3 million and ~~$2.5~~$3.8 million for the respective periods in 2015. Amortization and depreciation expense recorded in cost of subscription revenues was ~~$0.3~~$0.4 million and ~~$0.6~~$1.0 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$0.2~~$0.3 million and ~~$0.5~~$0.8 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2015. Additionally, we have capitalized approximately ~~$0.3~~$0.5 million and ~~$0.6~~$1.1 million of internally generated software development costs for the three and ~~six~~nine months ended ~~June~~September 30, 2016, respectively, and ~~$0.8~~$0.6 million and ~~$1.2~~$1.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016

NOTE E – INCOME TAXES

We calculate our interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, we make our best estimate of the annual expected effective tax rate and apply that rate to our ordinary year-to-date income or loss. In addition, we calculate a year-to-date adjustment to increase or decrease our income tax provision to take into account our current expected effective tax rate. The tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider projections of future taxable income, tax planning strategies and the reversal of temporary differences in making this assessment.

During 2015, we determined that we would not meet the criteria of “more likely than not” that the cumulative federal net operating losses and certain other deferred tax assets would be recoverable. This determination was based on our cumulative loss over the past three years. Accordingly, we recorded a valuation allowance against these items. The deferred tax assets consist of federal net operating losses, state net operating losses, tax credits, and other deferred tax assets, most of which expire between 2016 and 2036. We will maintain the valuation allowance against the net deferred tax assets until sufficient positive evidence outweighs any negative evidence to support reversal.

~~NUMEREX CORP. AND SUBSIDIARIES~~

~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2016~~

We recorded an income tax benefit of ~~$0.2~~$0.1 million and $0.3 million for ~~both~~ the three and ~~six~~nine months ending ~~June~~September 30, 2016, respectively, representing effective tax rates of ~~2.7%~~3.3% and ~~1.6%~~1.9%, respectively. The difference in the effective tax rates compared to the federal statutory rate are due primarily to differences between the book and tax bases and accounting differences for certain long and indefinite lived intangible assets. We also recognized a provision for income tax expense for certain state income taxes that cannot utilize offsetting net operating losses. Income tax expense recorded in the future will be reduced or increased to the extent of offsetting decreases or increases to the valuation allowance.

We recorded a provision for income tax expense of ~~$0.1~~$10.4 million for the three months ended ~~June~~September 30, 2015 and an income tax ~~benefit~~expense of ~~$0.2~~$10.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The effective tax rates were ~~34.3%~~174.1% and ~~41.0%~~154.6% for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively. The effective tax rates for the three months and ~~six~~nine months ended ~~June~~September 30, 2015 differed from the federal statutory rate applied to income and losses before income taxes primarily as a result of the effect of expenses that are not deductible for income tax purposes and state income taxes, including the tax effect of changes in effective state income tax rates, partially offset by an income tax benefit on disqualifying dispositions of incentive stock options.

We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitation. The ~~2012~~2013 through 2015 tax years generally remain subject to examination by federal and most state tax authorities. However, certain returns from years in which net operating losses have arisen are still open for examination by the tax authorities.

NUMEREX CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016

NOTE F – RESTRUCTURING

~~During the quarter ended June 30,~~In 2016, we entered into agreements to relocate our corporate headquarters. One agreement is a sublease of the office space formerly occupied by our corporate headquarters and includes all furniture and fixtures. The sublease agreement is effective August 1, 2016 and is coterminous with the prime lease agreement expiring on September 29, 2022. We recorded a restructuring charge of ~~$1.2~~$1.5 million, which includes $0.8 million related to facilities and ~~$0.4~~$0.7 million in severance ~~costs.~~costs for the nine months ended September 30, 2016. Of this $1.5 million charge, $1.2 million was recorded during the three months ended June 30, 2016, related to severance and facility charges, and $0.3 million was recorded for the three months ended September 30, 2016, related to severance. The restructuring charge for facilities of $0.8 million is comprised of $0.4 million for broker and other related fees and $0.4 million non-cash charge for the estimated August 1, 2016 net book value of furniture, fixtures and leasehold ~~improvements. We anticipate incurring an additional $0.1 million during the quarter ended September 30, 2016 for~~improvements, as well as moving ~~and other related~~ costs. Our temporary new corporate headquarters office space, effective July 15, 2016, is under a ~~one year~~one-year lease agreement. We anticipate cash savings of $0.8 million under the new agreement over the next 12 months and are reviewing alternatives for longer-term office space. ~~The severance costs of $0.4 million were incurred and paid during the period.~~

~~The following table summarizes restructuring activities for the six months ended June 30, 2016:~~

Balance at December 31, 2015 $ -
Net charges 1,243
Elimination of deferred rent 778
Write down of fixed assets (370 )
Payments (412 )
Balance at June 30, 2016 1,239
Less current portion (598 )
Amounts due after one year $ 641
The current portion of the restructuring liability reserve is recorded in accrued expense and other current liabilities and the balance in other liabilities (noncurrent) in the unaudited condensed consolidated balance sheets.
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~~NUMEREX CORP. AND SUBSIDIARIES~~
~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2016~~

NOTE G – DEBT

Debt consisted of the followingas of the dates below ~~(dollars~~(dollars in thousands):

June 30, December 31, September 30, December 31,
2016 2015 2016 2015
Note payable to Crystal Financial LLC, with interest at LIBOR plus margin $ 17,000 $ - $ 17,000 $ -
Note payable to Silicon Valley Bank, repaid in 2016 - 19,349 - 19,349
Less long-term deferred financing costs (973 ) (440 ) (906 ) (440 )
16,027 18,909 16,094 18,909
Less current portion of long-term debt - (3,600 ) (638 ) (3,600 )
Noncurrent portion of long-term debt $ 16,027 $ 15,309 $ 15,456 $ 15,309

On March 9, 2016, we and certain of our wholly-owned, consolidated subsidiaries entered into a new term loan agreement with Crystal Financial LLC as Term Agent, and the term lenders party thereto (the “Crystal Loan Agreement”) pursuant to which the term lenders made a term loan to us in the amount of $17.0 million. The net proceeds from the term loan (after payment of the fees and expenses of the Term Agent), along with $2.9 million of cash on hand, were used to repay the $19.4 million outstanding debt under the Silicon Valley Bank (SVB) Loan Agreement and pay related transaction fees. We recorded a charge of $0.3 million to loss on extinguishment of debt for unamortized deferred financing costs related to the SVB Loan Agreement during the ~~six~~nine months ended ~~June~~September 30, 2016.

The maturity date of the term loan is March 9, 2020. We are required to make regular quarterly principal payments of ~~$637,500~~$0.6 million beginning September 1, 2017 with the balance due on the maturity date, if not otherwise repaid earlier by way of voluntary prepayments, or upon the occurrence of certain Prepayment Events or Excess Cash Flow (as defined in the Crystal Loan Agreement), or as a result of acceleration of the loan as a result of an event of default. Prepayments of the loan are subject to a prepayment penalty of 3% of the amount prepaid if prepayment occurs prior to the first anniversary of the closing date and 2% of the amount prepaid if the prepayment occurs on or after the first anniversary of the closing date but prior to the second anniversary date of the closing date. There is no prepayment penalty for prepayments that occur on or after the second anniversary of the closing date. The interest rate payable on the outstanding loan amount is determined by reference to LIBOR plus a margin established in the agreement. At ~~June~~September 30, 2016, the applicable interest rate was ~~9.18%~~9.35%.

Our obligations under the Crystal Loan Agreement are secured by a first priority security interest in substantially all of our assets and the assets of our subsidiaries. In addition, we are required to meet certain financial and other restrictive covenants customary with this type of facility, including maintaining a minimum Adjusted EBITDA, minimum Consolidated Fixed Charge Coverage Ratio, maximum Consolidated Total Net Leverage, maximum ~~subscriber~~Subscriber Churn, and minimum Liquidity, all of which are defined in the Crystal Loan Agreement. We are also prohibited from incurring indebtedness, disposing of or permitting liens on our assets and making restricted payments, including cash dividends on shares of our common stock, except as expressly permitted under the Crystal Loan Agreement. The agreement contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the agreement may be accelerated.

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NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
On July 29, 2016 and November 3, 2016, we entered into an amendment to the Crystal Loan Agreement to modify the covenant relating to the maximum subscriber Churn and update the definition of Adjusted EBITDA. As a result of the ~~amendment,~~amendments, we were in compliance with all covenants as of ~~June~~September 30, 2016.
13
~~NUMEREX CORP. AND SUBSIDIARIES~~
~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2016~~

NOTE H – (LOSS) EARNINGS PER SHARE

Basic (loss) earnings per share attributable to common shareholders is based on the weighted-average number of common shares outstanding excluding the dilutive impact of common stock equivalents. Diluted earnings per share include the effect of all potentially dilutive securities on earnings per share. The dilutive effect of outstanding equity-based compensation awards is computed using the treasury stock method. The computation of diluted earnings per shares does not assume exercise of securities that would have an anti-dilutive effect on earnings. ~~Dilutes~~Diluted (loss) per share is not presented separately because there are no adjustments to the numerator in calculating dilutive net loss per share and all potentially dilutive common stock equivalents would be antidilutive. The following table presents a reconciliation of the shares used in the calculation of basic and dilutive earnings per share and anti-dilutive equity based compensation ~~awards.~~awards (in thousands).

Three Months Ended Six Months Ended
June 30, June 30,
2016 2015 2016 2015
Weighted average common shares outstanding:
Basic 19,449 19,029 19,413 19,011
Dilutive effect of common stock equivalents - 240 - -
Diluted 19,449 19,269 19,413 19,011

Anti-dilutive equity-based compensation awards 2,158 850 2,158 1,773
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Weighted average common shares outstanding
Basic 19,542 19,137 19,456 19,053
Dilutive effect of common stock equivalents - - - -
Total 19,542 19,137 19,456 19,053

Anti-dilutive equity-based compensation awards 1,571 2,294 1,576 2,294

NOTE I – LEASES, COMMITMENTS AND CONTINGENCIES

Capital Lease

We record leases in which we have substantially all of the benefits and risks of ownership as capital leases and all other leases as operating leases. For leases determined to be capital leases, we record the assets held under capital lease and related obligations at lesser of the present value of aggregate future minimum lease payments or the fair value of the assets held under capital lease. We amortize the underlying assets over the expected life of the assets if we will retain title to the assets at the end of the lease term; otherwise we amortize the asset over the term of the lease.

In March 2016, we entered into a ~~60 month~~60-month lease arrangement for computer and network equipment, software and related costs having a value of $1.2 million. The lease commenced in April 2016 and is accounted for as a capital lease. Future minimum capital lease payments and the present value of the net minimum lease payments for the capital leases as of ~~June~~September 30, ~~2015~~2016 are as follows (in thousands):

Total minimum lease payments $ 1,384 $ 1,384
Less amounts representing interest (147 ) (147 )
Present value of future minimum lease payments 1,237 1,237
Less current portion (198 ) (257 )
Amounts due after one year $ 1,039 $ 980

1413

NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE~~SEPTEMBER 30, 2016

Operating Leases

As disclosed in Note F – Restructuring, in June 2016, we entered into agreements to relocate our corporate headquarters. One agreement is a sublease of the office space formerly occupied by our corporate headquarters and includes all furniture and fixtures. The sublease agreement is effective August 1, 2016 and is coterminous with the prime lease agreement expiring on September 29, 2022. Rental income from the sublease will be $0.9 million annually plus 2.5% annual escalation, recorded as a reduction to rental expense in general and administrative expense. We also executed a ~~one year~~one-year lease agreement for temporary new corporate headquarters office space effective July 15, 2016. Annual rent expense will be $0.1 million through July 2017, also recorded in general and administrative expense. We anticipate cash savings of $0.8 million under the new agreement over the next 12 months and are reviewing alternatives for longer-term and lower cost office space.

NOTE J - FAIR VALUE MEASUREMENTS

We account for certain assets at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1– Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2– Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3– Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Assets measured at fair value on a recurring basis comprise only investments in short-term US Treasury Funds of $15.5 million as of December 31, 2015. The investments are classified as available for sale debt securities included in cash and cash equivalents in the consolidated balance sheets and are categorized as Level 1 measurements in the fair value hierarchy. We do not have any liabilities measured at fair value on a recurring basis.

The following table summarizes assets measured at fair value on a nonrecurring basis during the ~~six~~nine months ended ~~June~~September 30, 2016 (in thousands):

Fair Total Fair Total
Value Level 3 Losses Value Level 3 Losses
April 1, 2016
Omnilink Reporting Unit
Indefinite lived trade names $ 1,360 $ 1,360 $ 1,612 $ 1,360 $ 1,360 $ 1,612
Goodwill 15,316 15,316 2,264 15,316 15,316 2,264
DIY Reporting Unit
Technology 146 146 81 146 146 81
Goodwill 1,441 1,441 215 1,441 1,441 215
Total nonrecurring fair value measurements $ 18,263 $ 18,263 $ 4,172 $ 18,263 $ 18,263 $ 4,172

See Note D – Goodwill and Intangible Assets for additional information.
14
NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016

NOTE K – RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Guidance

In March 2015, the Financial Accounting Standards Board (FASB) issued guidance about simplifying the presentation of deferred financing costs. The guidance was intended to help clarify deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for deferred financing costs were not affected. The guidance was effective January 1, 2016 and, in accordance with the guidance, ~~$1.0~~$0.9 million of deferred financing costs is included in long-term debt as of ~~June~~September 30, 2016 and $0.4 million of deferred financing costs was reclassified from current and noncurrent other assets to the current and noncurrent portions of long-term debt as of December 31, 2015. See Note A – Summary of Significant Account Policies.
15
~~NUMEREX CORP. AND SUBSIDIARIES~~
~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2016~~

In September 2015, the FASB issued guidance to simplify the accounting for measurement-period adjustments for an acquirer in a business combination. The update requires an acquirer to recognize any adjustments to provisional amounts of the initial accounting for a business combination with a corresponding adjustment to goodwill in the reporting period in which the adjustments are determined in the measurement period, as opposed to revising prior periods presented in financial statements. Thus, an acquirer shall adjust its financial statements as needed, including recognizing in its current-period earnings the full effect of changes in depreciation, amortization, or other income effects, by line item, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date. This update was effective January 1, 2016 and the adoption of this guidance did not have a material impact on our financial statements.

Recently Issued Accounting Guidance
In August 2016, the FASB issued guidance to reduce diversity in practice related to eight specific cash flow issues. This standard will be effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption of this standard is permitted. The Company is currently evaluating the impact this guidance may have on its statement of cash flows.

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payments transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 31, 2016. Early adoption is permitted for any entity in any interim or annual period. We are currently evaluating the effect that the updated standard will have on our financial statements, but expect the guidance will add modest volatility in our equity-based compensation expense, provision for income taxes, and net income (loss) due to recording award forfeitures as they occur instead of on the basis of assumed averages.

In February 2016, the FASB issued guidance that requires lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. The guidance is effective for annual and interim periods beginning after December 31, 2018. The updated standard mandates a modified retrospective transition method with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our financial statements.

In November 2015, the FASB issued guidance requiring all deferred tax assets and liabilities to be classified as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. In addition, valuation allowance allocations between current and non-current deferred tax assets are no longer required because those allowances also will be classified as non-current. This standard is effective for public companies for annual periods beginning after December 15, 2016. We do not expect the adoption of this guidance to have a material impact on our financial statements.

In July 2015, the FASB issued guidance intended to simplify the presentation of applicable inventory at the lower of cost or net realizable value. The new guidance clarifies that net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The new guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We do not expect the adoption of this guidance to have a material impact on our financial position or results of operations.

15
NUMEREX CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
In May 2014, the FASB issued new accounting guidance for revenue recognized from contracts with customers. The core principle of the guidance is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance will become effective for us for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 and will require retrospective application. We are evaluating the effect that this amendment will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

16
~~NUMEREX CORP. AND SUBSIDIARIES~~
~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2016~~
NOTE L – SUBSEQUENT EVENTS
~~Operating Leases~~
~~We entered into agreements effective in July and August, 2016 to relocate our corporate headquarters. See Note F – Restructuring and Note I – Leases, Commitments and Contingencies.~~

Amended Debt Agreement

On ~~July 29,~~November 3, 2016, we entered into an amendment to the Crystal Loan Agreement to modify the covenant related to the maximum subscriber Churn defined in the agreement, and update the definition of Adjusted EBITDA. See Note G – Debt.

1716

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This document 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 filing, and Numerex assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance.

The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: our inability to reposition our platform to capture greater recurring subscription revenues; the risk that we may not be able to remain in compliance with certain of our debt covenants; the risks that a substantial portion of revenues derived from contracts may be terminated at any time; the risks that our strategic suppliers 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; the inability to attain revenues 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.

Overview

As used herein, except as otherwise indicated by context, references to “we,” “us,” “our,” the “Company” or “Numerex” refers to Numerex Corp. and subsidiaries.

The following Management’s Discussion and Analysis is intended to help the reader understand our results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, 2016.

~~We are~~The Company is a ~~holding company and, through our subsidiaries, are a single source,~~ leading provider of managed enterprise solutions enabling the Internet of Things (IoT). WeThe Company's solutions produce new revenue streams or create operating efficiencies for its customers. Numerex provides its technology and services through its integrated platforms, which are generally sold on a subscription basis. The Company offers a portfolio of managed end-to-end IoT solutions including smart devices, network connectivity and service applications capable of addressing the needs of a wide spectrum of vertical markets and industrial customers. The Company's mission is to empower enterprise operations with world-class, managed IoT solutions that are simple, innovative, scalable, and secure. ~~An IoT solution~~Numerex is ~~generally viewed as a combination~~ISO 27001 information security-certified, highlighting the Company's focus on data security, service reliability and around-the-clock support of ~~devices, software and services that operate with little or no human interaction. Our solutions incorporate each of the four key IoT building blocks – Device, Network, Application and Platform.~~its customers.

Our network services are provided through cellular, satellite, broadband and wireline networks. Cellular networks include national and regional carriers and consist of second (2G), third (3G) and fourth generation (4G and LTE) technology. Several wireless carriers have announced their intention to discontinue their 2G networks and fully deploy 3G and 4G networks between 2016 and 2020 while other carriers have announced their intention to discontinue 2G networks as early as 2020. We intend to continue support existing 2G customers through the transition to subsequent technology. Additionally, we have introduced 3G/4G and LTE products offering advanced services across our product lines.

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Beginning in the third quarter of 2015, we began to concentrate on selling higher margin, integrated managed service subscriptions that include the full suite of our devices, networks, applications and platform while moving away from the sale of individual components – especially hardware only. We expect this strategic change to help us grow sustainable service revenues along with corresponding higher gross margins. However, we also anticipate hardware revenues will decline significantly in 2016 and remain relatively modest as compared to historical levels thereafter.

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During the quarter ended ~~June~~September 30, 2016, we had revenues of ~~$17.6~~$17.4 million, and a net loss of ~~$8.3 million;~~$2.5 million, compared with revenues and net ~~income~~loss of ~~$25.7~~$23.3 million and ~~$0.3~~$16.4 million, respectively, for the quarter ended ~~June~~September 30, 2015.

For the ~~six~~nine months ended ~~June~~September 30, 2016, we had revenues of ~~$35.7~~$53.1 million, and a net loss of ~~$10.6~~$13.2 million; compared with revenues and a net loss of ~~$47.3~~$70.7 million and ~~$0.4~~$16.7 million, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2015.

Our core strategy is to generate long term and sustainable recurring revenues through a portfolio of managed, end-to-end IoT solutions which are generally sold on a subscription basis and built on our horizontal, integrated platform. Our solutions incorporate the key IoT building blocks – Device, Network, Application and Platform. Our solutions also simplify the implementation and improve the speed to market for enterprise users in select, targeted verticals in the asset monitoring and optimization, asset tracking, and safety and security markets.

Our strategy requires significant capital investment to develop and enhance our use of technology and to maintain our leadership position and competitive advantage in the markets we serve.

Subscription revenues are recognized monthly as services are provided and sales of embedded devices and hardware are recognized when title passes. Other upfront payment revenues are deferred and amortized on a ~~straight line~~straight-line basis.

Due to fluctuations of the commencement of new contracts and renewal of existing contracts, we expect variability of sequential quarterly trends in revenues, margins and cash flows. Other factors contributing to sequential quarterly trends include usage, rate changes, and re-pricing of contract renewals and technology changes.

~~Cost~~During the second quarter of ~~sales for~~2016, management evaluated and determined that the three months ended June 30, 2016 include a significant increase in the provision for inventory reserves of $0.5 million, primarily as a result of the loss of an expected large sale of older 2G and other devices. The anticipated sale was not and is no longer expected to be completed, leading us to record the significant increase in the provision for inventory reserves.
~~We recorded $4.2 million in impairment charges for trade names, technology and goodwill as of June 30, 2016. The~~ Omnilink and Do-It-Yourself (DIY) product lines and reporting units ~~did not generate results~~should be tested for impairment as a result of ~~operations consistent with our expectations and recent forecasts for the three months ended June 30, 2016. The~~ lower operating results, ~~and future expectations for Omnilink~~which are ~~principally~~ related to strategic changes and delays associated with the launch of a new personal tracking product line. ~~We also continue~~Management initiated a quantitative two-step goodwill impairment test by comparing the carrying value of the net assets of the respective units to ~~evaluate different strategic options for the DIY reporting unit. These factors were triggering events that indicated that it was more likely than not~~its fair value based on a discounted cash flow analysis. Based on our assessment, we have determined that the fair value of ~~the Omnilink and DIY~~these reporting units were less than ~~their~~the respective carrying ~~amounts. We~~value and goodwill was impaired, and have recorded ~~non-cash~~$4.2 million in impairment charges for trade names, technology and goodwill as of ~~June~~September 30, 2016, comprised of impairments of $1.6 million for indefinite-lived trade names and $2.3 million for goodwill of the Omnilink reporting unit and $0.1 million for technology and $0.2 million for goodwill of the DIY reporting unit. We will continue to assess the fair value of the reporting units if results of operations continue to not meet forecasts and additional impairment charges may be necessary in the future.
We recorded a restructuring charge of $1.2 million during the quarter ended June 30, 2016, including $0.8 million related to our corporate headquarter facilities and $0.4 million in severance costs incurred and paid during the period. We anticipate incurring an additional $0.1 million during the quarter ended September 30, 2016 for moving and other related costs and expect to have cash savings of $0.8 million under a new temporary lease agreement over the next 12 months.

As part of our effort to build and enhance our core business, we conduct ongoing business strategy reviews. During our reviews, we consider opportunities for growth in existing and new markets that may involve growth derived from both existing operations as well as from future acquisitions, if any. To the extent existing business lines and service offerings are not considered to be compatible with delivery of our core business services or with meeting our financial objectives, we may exit non-core lines of business or stop offering these services in part or in whole.

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Results of Operations

Three Months Ended ~~June~~September 30, 2016 and 2015

The following table sets forth selected financial data from our unaudited condensed consolidated statements of operations and comprehensive loss for the periods indicated along with the percentage change between periods (dollars in thousands):

Three Months Ended June 30, Change from
2016 2015 2015 to 2016
Net revenues:
Subscription and support revenues $ 14,810 84.1 % $ 16,721 65.2 % $ (1,911 ) -11.4 %
Embedded devices and hardware 2,796 15.9 % 8,932 34.8 % (6,136 ) -68.7 %
Total net revenues 17,606 100.0 % 25,653 100.0 % (8,047 ) -31.4 %
Cost of revenue, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues 5,713 32.4 % 6,471 25.2 % (758 ) -11.7 %
Embedded devices and hardware 2,854 16.2 % 7,906 30.8 % (5,052 ) -63.9 %
Provision for inventory reserves 460 2.6 % 136 0.5 % 324 238.2 %
Gross profit 8,579 48.7 % 11,140 43.4 % (2,561 ) -23.0 %
Operating expenses:
Sales and marketing 3,270 18.6 % 3,026 11.8 % 244 8.1 %
General and administrative 3,859 21.9 % 3,672 14.3 % 187 5.1 %
Engineering and development 2,444 13.9 % 2,201 8.6 % 243 11.0 %
Depreciation and amortization 1,677 9.5 % 1,658 6.5 % 19 1.1 %
Impairment of goodwill and other other intangible assets 4,172 23.7 % - 0.0 % 4,172 n/a
Restructuring charges 1,243 7.1 % - 0.0 % 1,243 n/a
Operating (loss) income (8,086 ) -45.9 % 583 2.3 % (8,669 ) -1487.0 %
Interest expense 460 2.6 % 210 0.8 % 250 119.0 %
Other income, net (22 ) -0.1 % (37 ) -0.1 % 15 -40.5 %
(Loss) income before income taxes (8,524 ) -48.4 % 410 1.6 % (8,934 ) -2179.0 %
Income tax expense (benefit) (234 ) -1.3 % 141 0.5 % (375 ) -266.0 %
Net (loss) income $ (8,290 ) -47.1 % $ 269 1.0 % $ (8,559 ) -3181.8 %
Adjusted EBITDA⁽¹⁾ $ 627 3.6 % $ 3,410 13.3 % $ (2,783 ) -81.6 %
Three Months Ended September 30, Change from
2016 2015 2015 to 2016
Net revenues:
Subscription and support revenues $ 14,388 82.6 % $ 15,624 67.0 % $ (1,236 ) -7.9 %
Embedded devices and hardware 3,024 17.4 % 7,710 33.0 % (4,686 ) -60.8 %
Total net revenues 17,412 100.0 % 23,334 100.0 % (5,922 ) -25.4 %
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues 5,828 33.5 % 6,538 28.0 % (710 ) -10.9 %
Embedded devices and hardware 3,082 17.7 % 6,958 29.8 % (3,876 ) -55.7 %
Inventory reserves 27 0.2 % 1,277 5.5 % (1,250 ) -97.9 %
Impairment of other asset - 0.0 % 1,275 5.5 % (1,275 ) -100.0 %
Gross profit 8,475 48.7 % 7,286 31.2 % 1,189 16.3 %
Operating expenses:
Sales and marketing 3,229 18.5 % 3,047 13.1 % 182 6.0 %
General and administrative 3,280 18.8 % 4,507 19.3 % (1,227 ) -27.2 %
Engineering and development 2,229 12.8 % 2,201 9.4 % 28 1.3 %
Depreciation and amortization 1,658 9.5 % 2,100 9.0 % (442 ) -21.0 %
Impairment of goodwill and
other intangible assets - 0.0 % 1,250 5.4 % (1,250 ) n/a
Restructuring charges 276 1.6 % - 0.0 % 276 n/a
Operating loss (2,197 ) -12.6 % (5,819 ) -24.9 % 3,622 -62.2 %
Interest expense 469 2.7 % 188 0.8 % 281 149.5 %
Other income, net (33 ) -0.2 % (31 ) -0.1 % (2 ) 6.5 %
Loss before income taxes (2,633 ) -15.1 % (5,976 ) -25.6 % 3,343 -55.9 %
Income tax expense (benefit) (87 ) -0.5 % 10,404 44.6 % (10,491 ) -100.8 %
Net loss $ (2,546 ) -14.6 % $ (16,380 ) -70.2 % $ 13,834 -84.5 %
Adjusted EBITDA⁽¹⁾ $ 859 4.9 % $ 1,660 7.1 % $ (801 ) -48.3 %

(1) – Adjusted EBITDA is not a financial measure prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). See further discussion, including reconciliation to the most comparable GAAP measure, under the caption Non-GAAP Financial Measures below.

Total revenues decreased ~~$8.0~~$5.9 million, or ~~31.4%~~25.4%, for the three months ended ~~June~~September 30, 2016 to ~~$17.6~~$17.4 million from ~~$25.7~~$23.3 million for the same period in 2015. The decrease is primarily attributable to a strategic shift in how we sell our products and services. During the third quarter of 2015, we began to concentrate on selling higher margin, integrated managed service subscriptions that include the full suite, or subsets, of our devices, networks, applications, and platform while moving away from the sale of individual components – especially hardware only.

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Subscription and support revenues decreased ~~$1.9~~$1.2 million, or ~~11.4%~~7.9%, to ~~$14.8~~$14.4 million from ~~$16.7~~$15.6 million in 2015. The decrease reflects losses associated with network customers’ 2G conversions stemming from a period of time in which we did not have a competitive offering. Pricing has remained consistent year over year for similar services, although current period revenues also include higher value services. The decrease in embedded devices and hardware revenues is attributed to the shift to the integrated managed service subscription offerings. In addition, sales to our historically largest hardware only customer decreased to $0.1 million for the three months ended ~~June~~September 30, 2016 compared to record sales of ~~$5.0~~$5.2 million for the same period in 2015.

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Direct cost of ~~revenues~~sales for the three months ended ~~June~~September 30, 2016 decreased ~~$5.5~~$7.1 million, or ~~37.8%~~44.3%, to ~~$9.0~~$8.9 million compared to ~~$14.5~~$16.0 million for the same period in 2015. Direct cost of subscription and support revenues decreased ~~$0.8~~$0.7 million, or ~~11.7%~~10.9%, to ~~$5.7~~$5.8 million for the three months ended ~~June~~September 30, 2016 compared to $6.5 million for the same period in 2015. Subscription and support revenues less direct costs were ~~$9.1~~$8.6 million, or ~~61.4%~~59.5% of corresponding revenues for the three months ended ~~June~~September 30, 2016 compared to ~~$10.3~~$9.1 million, or ~~61.3%~~58.2% for the three months ended ~~June~~September 30, 2015. In addition to lower direct costs associated with lost 2G conversions, we also had a larger proportional decrease in direct cost of subscription and support due in part to lower negotiated network and carrier costs and our strategic efforts to sell higher margin integrated managed services. Direct cost of subscription and support revenues include ~~$0.3~~$0.4 million and ~~$0.2~~$0.3 million of depreciation and amortization for the three months ended ~~June~~September 30, 2016 and 2015, respectively.

Direct cost of ~~revenue~~sales for embedded devices and hardware, excluding provision for inventory reserves, decreased ~~$5.1~~$3.9 million, or ~~63.9%~~55.7%, to ~~$2.9~~$3.1 million for the three months ended ~~June~~September 30, 2016 compared to ~~$7.9~~$7.0 million for the three months ended ~~June~~September 30, 2015. Embedded devices and hardware revenue less direct costs was ~~$(0.1)~~($0.1) million, or ~~(2.1)~~(1.9)% of embedded devices and hardware revenue for the three months ended ~~June~~September 30, 2016, compared to ~~$1.0~~$0.8 million, or ~~11.5%~~9.8% of embedded devices and hardware revenue for the three months ended ~~June~~September 30, 2015, resulting from the decrease in hardware only sales to our historically largest hardware only customer. The overall decrease in direct costs is due to lower corresponding revenues related to our strategic move away from hardware only sales.

~~Cost~~The decrease in cost of sales ~~for the three months ended June 30, 2016 include a significant increase~~ in the ~~provision for inventory reserves of $0.5 million. We~~comparable periods occurred because we entered into new and amended agreements with wireless carriers in September ~~2015 that made adding 2G devices to wireless networks financially unfavorable under most circumstances.~~2015. As a result of these agreements, we performed a lower of cost or market analysis leading to a significant increase in the ~~increased~~inventory reserve of $1.3 million during the three months ended September 30, 2015 related to older, 2G cellular telecommunication devices and older satellite devices as well as an accrual for a purchase commitment related to raw materials for the older satellite devices that we will not fulfill. In addition, one of the amended carrier agreements led to settlement of a pre-existing relationship and a $1.3 million impairment of a prepaid expense during the ~~quarter~~three months ended September 30, 2015, net of what we believed was saleable in limited markets. At the time of filing our quarterly report for the quarter ended March 31, 2016, we anticipated subsequently completing a large sale of older 2G and other devices. The anticipated sale was not and is no longer expected to be completed, leading us to record the significant increase in the provision for inventory reserves.2015.

Total gross profit for the three months ended ~~June~~September 30, 2016 ~~decreased $2.6~~increased $1.2 million, or ~~23.0%~~16.3% to ~~$8.6~~$8.5 million compared to ~~$11.1~~$7.3 million for the same period in ~~2015.~~2015, as a result of the changes discussed above.

Sales and marketing expense increased $0.2 million, or ~~8.1%~~6.0%, for the three months ended ~~June~~September 30, 2016 to ~~$3.3~~$3.2 million compared to $3.0 million for the same period in 2015. The increase is primarily attributable to higher sales commissions due to more sales personnel with guaranteed commissions during the three months ended ~~June~~September 30, 2016.

General and administrative expense ~~increased $0.2~~decreased $1.2 million, or ~~5.1%~~27.2%, to ~~$3.9~~$3.3 million for the three months ended ~~June~~September 30, 2016, compared to ~~$3.7~~$4.5 million for the same period in 2015. The ~~increase~~decrease is driven primarily by lower recruiting costs and equity-based compensation expense.

Engineering and development expenses ~~increased $0.2 million, or 11.0%, to $2.4 million for the three months ended June 30, 2016, compared to~~remained consistent at $2.2 million for the three months ended ~~June~~September 30, 2016 and 2015. ~~The increase is primarily attributable to an increase in contract labor. We are increasing our~~In the previous quarter, we increased the use of more agile, off-shore resources and incurred some overlapping costs during the three months ended June 30, 2016 compared to the same period in the prior year. As these overlapping costs subside, we expect costs savings in this area. We may experience additional volatility in contract labor and overall engineering and development costs in the future as our business and operating needs evolve.

Depreciation and amortization expense, ~~remained consistent at~~not otherwise included in cost of sales, decreased $0.4 million, or 21.0%, to $1.7 million for the three months ended ~~June~~September 30, 2016, ~~and~~compared to $2.1 million for the same period in 2015.

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~~We recorded $4.2 million in impairment charges for trade names, technology~~
During the second quarter of 2016, management evaluated and ~~goodwill as of June 30, 2016. The~~determined that the Omnilink and Do-It-Yourself (DIY) product lines and reporting units ~~did not generate results~~should be tested for impairment as a result of ~~operations consistent with our expectations and recent forecasts for the three months ended June 30, 2016. The~~ lower operating results, ~~and future expectations for Omnilink~~which are ~~principally~~ related to strategic changes and delays associated with the launch of a new personal tracking product line. ~~We also continue~~Management initiated a quantitative two-step goodwill impairment test by comparing the carrying value of the net assets of the respective units to ~~evaluate different strategic options for the DIY reporting unit. These factors were triggering events that indicated that it was more likely than not~~its fair value based on a discounted cash flow analysis. Based on our assessment, we have determined that the fair value of ~~the Omnilink and DIY~~these reporting units were less than ~~their~~the respective carrying ~~amounts. As a result, we performed initial assessments of~~value and goodwill ~~for impairment, along with other intangible assets of the reporting units,~~was impaired, and have recorded $4.2 million in ~~the period ended June 30, 2016.~~
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We estimated the fair value of the reporting units using a combination of market and income approaches and concluded that the estimated fair value of the Omnilink and DIY reporting units were less than their carrying values. We assessed the implied fair value of goodwill in the same manner as if we were acquiring the reporting units in a business combination. Specifically, we allocated the estimated fair value of the reporting units to all of the assets and liabilities of those units, including any unrecognized intangible assets, in a hypothetical calculation, referred to as Step Two. We assessed the amortizing long-lived assets for impairment based on undiscounted cash flows and concluded that, with the exception of DIY technology, the carrying values of other amortizing long-lived assets and intangible assets were recoverable.
~~Based on Step Two calculations, we recorded non-cash~~ impairment charges for trade names, technology and goodwill as of June 30, 2016, comprised of impairments of $1.6 million for indefinite-lived trade names and $2.3 million for goodwill of the Omnilink reporting unit, and $0.1 million for technology and $0.2 million for goodwill of the DIY reporting unit.

~~During the quarter ended June 30, 2016, we~~We recorded a restructuring charge of $1.2 million, which includes $0.8 million related to facilities and $0.4 million in severance costs. The restructuring charge for facilities is comprised of $0.4 million for broker and other related fees and $0.4 million non-cash charge for the estimated August 1, 2016 net book value of furniture, fixtures and leasehold improvements. We anticipate incurring an additional $0.1$0.3 million during the quarter ended September 30, 2016, for moving and other related costs. Our temporary new corporate headquarters office space, effective July 15, 2016, is under a one year lease agreement. We anticipate cash savings of $0.8 million under the new agreement over the next 12 months and are reviewing alternatives for longer-term office space. The severance costs ~~of $0.4 million were~~ incurred ~~and paid~~ during the period.

Interest expense increased $0.3 million, or ~~119.0%~~149.5%, to $0.5 million for the three months ended ~~June~~September 30, 2016, compared to $0.2 million for the same period in 2015 due to a higher interest rate on our loan agreement having deferred principal payments and imputed interest expense on a new $1.2 million capital lease for computer equipment, software and other related assets.

We recorded an income tax benefit of ~~$0.2~~$0.1 million for the three months ended ~~June~~September 30, 2016, compared to a provision for income tax expense of ~~$0.1~~$10.4 million for the same period in 2015. The effective tax rates were ~~(2.6)~~(3.3)% and ~~34.3%~~174.1% for the three months ended ~~June~~September 30, 2016 and 2015, respectively. For the three months ended ~~June~~September 30, 2016, the difference in the effective tax rate compared to the federal statutory rate is due primarily to the book and tax basis and accounting differences for certain long and indefinite lived intangible assets. We also recognized a provision for income tax expense for certain state income taxes that cannot utilize offsetting net operating losses. The effective tax rate for the three months ended ~~June~~September 30, 2015 differed from the federal statutory rate as a result of the effect of expenses that are not deductible for income tax purposes and state income taxes, including the tax effect of changes in effective state income tax rates, partially offset by an income tax benefit on disqualifying dispositions of incentive stock options. Income tax expense recorded in the future will be reduced or increased to the extent of offsetting decreases or increases to the valuation allowance.

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~~Six~~Nine Months Ended ~~June~~September 30, 2016 and 2015

The following table sets forth selected consolidated results of operations for the periods indicated, including comparative information between the periods (dollars in thousands):

Six Months Ended June 30, Change from Nine Months Ended September 30, Change from
2016 2015 2015 to 2016 2016 2015 2015 to 2016
Net revenues:
Subscription and support revenues $ 29,794 83.6 % $ 33,250 70.3 % $ (3,456 ) -10.4 % $ 44,183 83.3 % $ 48,874 69.2 % $ (4,691 ) -9.6 %
Embedded devices and hardware 5,862 16.4 % 14,080 29.7 % (8,218 ) -58.4 % 8,886 16.7 % 21,791 30.8 % (12,905 ) -59.2 %
Total net revenues 35,656 100.0 % 47,330 100.0 % (11,674 ) -24.7 % 53,069 100.0 % 70,665 100.0 % (17,596 ) -24.9 %
Cost of revenue, exclusive of a portion of depreciation and amortization shown below:
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues 11,414 32.0 % 13,190 27.9 % (1,776 ) -13.5 % 17,242 32.5 % 19,728 27.9 % (2,486 ) -12.6 %
Embedded devices and hardware 5,945 16.7 % 12,624 26.7 % (6,679 ) -52.9 % 9,027 17.0 % 19,582 27.7 % (10,555 ) -53.9 %
Provision for inventory reserves 487 1.4 % 271 0.6 % 216 79.7 %
Inventory reserves 514 1.0 % 1,547 2.2 % (1,033 ) -66.8 %
Impairment of other asset - 0.0 % 1,275 5.5 % (1,275 ) -100.0 %
Gross profit 17,810 49.9 % 21,245 44.9 % (3,435 ) -16.2 % 26,286 49.5 % 28,533 40.4 % (2,247 ) -7.9 %
Operating expenses:
Sales and marketing 6,215 17.4 % 6,089 12.9 % 126 2.1 % 9,444 17.8 % 9,136 12.9 % 308 3.4 %
General and administrative 7,988 22.4 % 7,601 16.1 % 387 5.1 % 11,269 21.2 % 12,108 17.1 % (839 ) -6.9 %
Engineering and development 4,691 13.2 % 4,494 9.5 % 197 4.4 % 6,920 13.0 % 6,695 9.5 % 225 3.4 %
Depreciation and amortization 3,335 9.4 % 3,312 7.0 % 23 0.7 % 4,992 9.4 % 5,411 7.7 % (419 ) -7.7 %
Impairment of goodwill and other other intangible assets 4,172 11.7 % - 0.0 % 4,172 n/a
Impairment of goodwill and
other intangible assets 4,172 7.9 % 1,250 1.8 % 2,922 n/a
Restructuring charges 1,243 3.5 % - 0.0 % 1,243 n/a 1,520 2.9 % - 0.0 % 1,520 n/a
Operating loss (9,834 ) -27.6 % (251 ) -0.5 % (9,583 ) 3817.9 % (12,031 ) -22.7 % (6,067 ) -8.6 % (5,964 ) 98.3 %
Interest expense 727 2.0 % 415 0.9 % 312 75.2 % 1,196 2.3 % 604 0.9 % 592 98.0 %
Loss on extinguishment of debt 290 0.8 % - 0.0 % 290 n/a 290 0.5 % - 0.0 % - n/a
Other income, net (65 ) -0.2 % (69 ) -0.1 % 4 -5.8 % (99 ) -0.2 % (100 ) -0.1 % 1 -1.0 %
Loss before income taxes (10,786 ) -30.3 % (597 ) -1.3 % (10,189 ) 1706.7 % (13,418 ) -25.3 % (6,571 ) -9.3 % (6,847 ) 104.2 %
Income tax (benefit) (170 ) -0.5 % (245 ) -0.5 % 75 -30.6 %
Income tax expense (benefit) (257 ) -0.5 % 10,159 14.4 % (10,416 ) -102.5 %
Net loss $ (10,616 ) -29.8 % $ (352 ) -0.7 % $ (10,264 ) 2915.9 % $ (13,161 ) -24.8 % $ (16,730 ) -23.7 % $ 3,569 -21.3 %
Adjusted EBITDA⁽¹⁾ $ 1,484 4.2 % $ 5,694 12.0 % $ (4,210 ) -73.9 % $ 2,343 4.4 % $ 7,358 10.4 % $ (5,015 ) -68.2 %

(1) – Adjusted EBITDA is not a financial measure prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). See further discussion, including reconciliation to the most comparable GAAP measure, under the caption Non-GAAP Financial Measures below.

Total revenues decreased ~~$11.7~~$17.6 million, or ~~24.7%~~24.9%, for the ~~six~~nine months ended ~~June~~September 30, 2016 to ~~$35.7~~$53.1 million from ~~$47.3~~$70.7 million for the same period in 2015. The decrease is primarily attributable to a strategic shift in how we sell our products and services. During the third quarter of 2015, we began to concentrate on selling higher margin, integrated managed service subscriptions that include the full suite, or subsets, of our devices, networks, applications, and platform while moving away from the sale of individual components – especially hardware only.

Subscription and support revenues decreased ~~$3.5~~$4.7 million, or ~~10.4%~~9.6%, to ~~$29.8~~$44.2 million from ~~$33.3~~$48.9 million in 2015. The decrease reflects losses associated with network customers’ 2G conversions stemming from a period of time in which we did not have a competitive offering. Pricing has remained consistent year over year for similar services, although current period revenues also include higher value services. The decrease in embedded devices and hardware revenues is attributed to the shift to the integrated managed service subscription offerings. In addition, sales to our historically largest hardware only customer decreased to $0.4 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$7.4~~$12.5 million for the same period in 2015.

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Direct cost of ~~revenues~~sales for the ~~six~~nine months ended ~~June~~September 30, 2016 decreased ~~$8.2~~$15.3 million, or ~~31.6%~~36.3%, to ~~$17.8~~$26.8 million compared to ~~$26.1~~$42.1 million for the same period in 2015. Direct cost of subscription and support revenues decreased ~~$1.8~~$2.5 million, or ~~13.5%~~12.6%, to ~~$11.4~~$17.2 million for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$13.2~~$19.7 million for the same period in 2015. Subscription and support revenues less direct costs were ~~$18.4~~$26.9 million, or ~~61.7%~~60.9% of corresponding revenues for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$20.1~~$29.1 million, or ~~60.3%~~59.6% for the ~~six~~nine months ended ~~June~~September 30, 2015. In addition to lower direct costs associated with lost 2G conversions, we also had a larger proportional decrease in direct cost of subscription and support due in part to lower negotiated network and carrier costs and our strategic efforts to sell higher margin integrated managed services. Direct cost of subscription and support revenues include ~~$0.6~~$1.0 million and ~~$0.5~~$0.7 million of depreciation and amortization for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively.

Direct cost of ~~revenue~~sales for embedded devices and hardware, excluding provision for inventory reserves, decreased ~~$6.7~~$10.6 million, or ~~52.9%~~53.9%, to ~~$5.9~~$9.0 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$12.6~~$19.6 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Embedded devices and hardware revenue less direct costs was $(0.1) million, or ~~(1.4)~~(1.6)% of embedded devices and hardware revenue for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$1.5~~$2.2 million, or ~~10.3%~~10.1% of embedded devices and hardware revenue for the ~~six~~nine months ended ~~June~~September 30, 2015, resulting from the decrease in hardware only sales to our historically largest hardware only customer. The overall decrease in direct costs is due to lower corresponding revenues related to our strategic move away from hardware only sales. Embedded devices and hardware revenue also declined as we focus on integrated managed services solutions.

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2016 include a significant increase in the provision for inventory reserves of $0.5 million. As described above, we entered into new and amended agreements with wireless carriers in September 2015 that made adding 2G devices to wireless networks financially unfavorable under most circumstances. As a result of these agreements, we performed a lower of cost or market analysis leading to the increased reserve related to older 2G cellular telecommunication devices during the quarter ended September 30, 2015, net of what we believed was saleable in limited markets. At the time of filing our quarterly report for the quarter ended March 31, 2016, we anticipated subsequently completing a large sale of older 2G and other devices. The anticipated sale was not and is no longer expected to be completed, leading us to record the significant increase in the provision for inventory reserves.

Total gross profit for the ~~six~~nine months ended ~~June~~September 30, 2016 decreased ~~$3.4~~$2.2 million, or ~~16.2%~~7.9% to ~~$17.8~~$26.3 million compared to ~~$21.2~~$28.5 million for the same period in ~~2015.~~2015 as a result of the changes discussed above.

Sales and marketing expense of ~~$6.2~~$9.4 million for the ~~six~~nine months ended ~~June~~September 30, 2016 ~~was consistent~~increased by $0.3 million compared with ~~$6.1~~$9.1 million in the same period in 2015. The year over year increase as a percentage of total net revenue is primarily attributable to higher sales commissions due to more sales personnel with guaranteed commissions during the ~~six~~nine months ended ~~June~~September 30, 2016.

General and administrative expense ~~increased $0.4~~decreased $0.8 million, or ~~5.1%~~6.9%, to ~~$8.0~~$11.3 million for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$7.6~~$12.1 million for the same period in 2015. The ~~increase~~decrease is driven primarily by lower recruiting costs and equity-based compensation expense.

Engineering and development expenses increased $0.2 million, or ~~4.4%~~3.4%, to ~~$4.7~~$6.9 million for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$4.5~~$6.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The increase is primarily attributable to an increase in contract labor. We are increasing our use of more agile, off-shore resources and incurred some overlapping costs during the ~~six~~nine months ended ~~June~~September 30, 2016 compared to the same period in the prior year. We may experience additional volatility in contract labor and overall engineering and development costs in the future as our business and operating needs evolve.

Depreciation and amortization expense, ~~remained consistent at $3.3~~not otherwise included in cost of sales, decreased to $5.0 million from $5.4 million for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015.

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~~We recorded $4.2 million in impairment charges for trade names, technology and goodwill as of June 30, 2016.~~

~~As described above,~~During the second quarter of 2016, management evaluated and determined that the Omnilink and Do-It-Yourself (DIY) product lines and reporting units ~~did not generate results~~should be tested for impairment as a result of ~~operations consistent with our expectations and recent forecasts for the three months ended June 30, 2016. The~~ lower operating results, ~~and future expectations for Omnilink~~which are ~~principally~~ related to strategic changes and delays associated with the launch of a new personal tracking product line. ~~We also continue~~Management initiated a quantitative two-step goodwill impairment test by comparing the carrying value of the net assets of the respective units to ~~evaluate different strategic options for the DIY reporting unit. These factors were triggering events that indicated that it was more likely than not~~its fair value based on a discounted cash flow analysis. Based on our assessment, we determined that the fair value of ~~the Omnilink and DIY~~these reporting units were less than ~~their~~the respective carrying ~~amounts. As a result, we performed initial assessments of~~value and goodwill ~~for impairment, along with other intangible assets of the reporting units,~~was impaired, and recorded $4.2 million in ~~the period ended June 30, 2016. We recorded non-cash~~ impairment charges for trade names, technology and goodwill as of ~~June~~September 30, 2016, comprised of impairments of $1.6 million for indefinite-lived trade names and $2.3 million for goodwill of the Omnilink reporting unit, and $0.1 million for technology and $0.2 million for goodwill of the DIY reporting unit.

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Also as described above, during the quarter ended ~~June~~September 30, 2016, we recorded a restructuring charge of ~~$1.2~~$1.5 million, which includes $0.8 million related to facilities and ~~$0.4~~$0.7 million in severance costs. The restructuring charge for facilities is comprised of $0.4 million for broker and other related fees and $0.4 million non-cash charge for the estimated August 1, 2016 net book value of furniture, fixtures and leasehold ~~improvements. We anticipate incurring an additional $0.1 million during the quarter ended September 30, 2016 for~~improvements as well as moving ~~and other related costs.~~expenses. Our temporary new corporate headquarters office space, effective July 15, 2016, is under a ~~one year~~one-year lease agreement. We anticipate cash savings of $0.8 million under the new agreement over the next 12 months and are reviewing alternatives for longer-term office space. ~~The severance~~Severance costs of ~~$0.4~~$0.7 million were incurred ~~and paid~~ during the period.

Interest expense increased ~~$0.3~~$0.6 million, or ~~75.2%~~98.0%, to ~~$0.7~~$1.2 million for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$0.4~~$0.6 million for the same period in 2015 due to a higher interest rate on our loan agreement having deferred principal payments and imputed interest expense on a new $1.2 million capital lease for computer equipment, software and other related assets.

We recorded an income tax benefit of ~~$0.2~~$0.3 million and $10.1 million in income tax expense for ~~both~~ the ~~six three~~nine month periods ended ~~June~~September 30, 2016 and ~~2015.~~2015, respectively. The effective tax rates were ~~1.5%~~(1.9)% and ~~41.0%~~154.6% for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2016, the difference in the effective tax rate compared to the federal statutory rate is due primarily to the book and tax basis and accounting differences for certain long and indefinite lived intangible assets. We also recognized a provision for income tax expense for certain state income taxes that cannot utilize offsetting net operating losses. The effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2015 differed from the federal statutory rate primarily as a result of the effect of expenses that are not deductible for income tax purposes and state income taxes, including the tax effect of changes in effective state income tax rates, partially offset by an income tax benefit on disqualifying dispositions of incentive stock options. Income tax expense recorded in the future will be reduced or increased to the extent of offsetting decreases or increases to the valuation allowance.

Segment Information

We have one reportable segment, providing interactive and on-demand Machine to Machine (M2M) enterprise solutions enabling the Internet of Things (IoT).

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Non-GAAP 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 and Adjusted EBITDA are useful to and used by our lender, 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, income tax, and depreciation and amortization expenses, 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 and Adjusted EBITDA:

· 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;

· in communications with the board of directors, analysts and investors concerning our financial performance; and

· in communications with our lender, as the financial covenants in our debt agreement require minimum adjusted EBITDA for the trailing 12 months ranging between $3.7 million and $14.0 million per quarter.

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.

EBITDA is calculated by adding depreciation and amortization expense, impairment of non-current assets, interest expense, other net non-operating expense and income tax expense and subtracting other net non-operating income and income tax benefit to net (loss) income. Adjusted EBITDA is calculated by excluding the effect of equity-based compensation and additional non-cash and other charges 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, including our lender, 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 expenses of property, equipment and intangible assets to calculate EBITDA and Adjusted EBITDA provides supplemental information and an alternative presentation that is useful to our lender and 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.

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Equity-based compensation is an important part of total compensation, especially from the perspective of employees. We believe, however, 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.
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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.

Adjusted EBITDA excludes restructuring, non-cash, impairment and other charges including a provision for inventory reserves, executive severance and recruiting fees, costs and fees related to an internal ERP systems integration upgrade, a network systems evaluation and acquisition related costs. We believe that these costs are infrequent 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.

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 Six Months Three Months Nine Months
Ended June 30, Ended June 30, Ended September 30, Ended September 30,
2016 2015 2016 2015 2016 2015 2016 2015
Net (loss) income $ (8,290 ) $ 269 $ (10,616 ) $ (352 )
Net loss $ (2,546 ) $ (16,380 ) $ (13,161 ) $ (16,730 )
Depreciation and amortization expense 2,005 1,901 3,969 3,782 2,029 2,381 5,997 6,163
Impairment of goodwill and other intangible assets 4,172 - 4,172 - - - 4,172 -
Interest expense and other non-operating expense, net 438 173 952 346 436 157 1,387 504
Income tax (benefit) expense (234 ) 141 (170 ) (245 ) (87 ) 10,404 (257 ) 10,159
EBITDA (non-GAAP) (1,909 ) 2,484 (1,693 ) 3,531 (168 ) (3,438 ) (1,862 ) 96
Equity-based compensation expense 830 797 1,451 1,581 751 738 2,202 2,319
Restructuring, non-cash and other charges 1,706 129 1,726 582
Non-cash and other items 276 4,360 2,003 4,943
Adjusted EBITDA (non-GAAP) $ 627 $ 3,410 $ 1,484 $ 5,694 $ 859 $ 1,660 $ 2,343 $ 7,358

Depreciation and amortization expense in the table above includes ~~$0.3~~$0.4 million and ~~$0.2~~$0.3 million for the three months ended ~~June~~September 30, 2016 and 2015, respectively, and ~~$0.6~~$1.0 million and ~~$0.5~~$0.7 million, for the ~~six~~nine months ended ~~June~~September 30, 2015, respectively, recorded in cost of revenue. As noted above, ~~restructuring,~~ non-cash and other charges include ~~$1.2~~$0.3 million in restructuring charges for the three ~~and six~~ months ended ~~June~~September 30, 2016 and $2.0 million associated with ~~the balance of~~ the charges for a provision for inventory reserves, executive severance and recruiting fees, costs and fees related to an internal ERP systems integration upgrade, a network systems evaluation and acquisition related ~~costs.~~costs for the nine months ended September 30, 2016.
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Liquidity and Capital Resources

We use cash ~~generated~~ to support our operations and to fund new product development, upgrades to our technology and to invest in new businesses. During the ~~six~~nine months ended ~~June~~September 30, 2016, unrestricted cash balances decreased ~~$6.3~~$6.4 million, with cash on hand used to pay ~~$3.2~~$3.4 million of principal on outstanding long-term debt and associated deferred financing costs for the new debt agreement. We believe that our sources of funds, principally from operations and cash on hand, are sufficient to meet ongoing operations and investing requirements. If we fail to meet the amended financial covenants contained in our loan agreement, any outstanding obligations under the loan agreement may be accelerated ~~andwe~~and we may not have sufficient funds available for mandatory repayment or we may not have the ability to borrow or obtain sufficient funds to ~~replace~~repay the accelerated indebtedness on terms acceptable to us, or at all.

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We had working capital of ~~$14.2~~$12.2 million as of ~~June~~September 30, 2016, compared to $17.6 million as of December 31, 2015. We had unrestricted cash balances of ~~$9.9~~$9.8 million and $16.2 million as of ~~June~~September 30, 2016 and December 31, 2015, respectively. Days sales outstanding increased from 44 to 4951 days from December 31, 2015 to ~~June~~September 30, 2016 and inventory days on hand increased from 120 to ~~156~~170 days for the same period. We are making efforts to reduce both of these metrics to increase cash on hand and cash from operating activities. Days payable outstanding also increased from 84 to 103 days from December 31, 2015 to ~~June~~September 30, 2016. We expect days payable outstanding to decrease along with improvements to ~~days~~days’ sales outstanding and inventory days on hand.

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2016 was ~~$1.4~~$0.8 million compared with net cash provided by operating activities of ~~$3.2~~$4.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The decrease in cash provided by operations is primarily a result of our reduced net loss for the period, net of adjustments to reconcile net loss to net cash (used in) provided by operating activities. The use of cash during the ~~six~~nine months ended ~~June~~September 30, 2016 for the increase in accounts receivable is due to timing of sales during the period. Inventory, net of reserves decreased ~~$1.1~~$1.3 million to ~~$6.5~~$6.3 million as of ~~June~~September 30, 2016. The net decrease during the ~~six~~nine months ended ~~June~~September 30, 2016 includes transfers of ~~$1.5~~$2.1 million of inventory to monitoring equipment as part of our managed services business and ~~an increase of $0.5 million primarily related to a~~offset by build up for a recent new product launch. We also disposed of ~~$0.7~~$0.8 million of fully reserved inventory during the ~~six~~nine months ended ~~June~~September 30, 2016.

Net cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2016 was ~~$1.8~~$2.5 million, representing cash expenditures of ~~$0.5~~$0.8 million for tangible assets and ~~$1.3~~$1.7 million for purchased software and capitalization of internally developed software.

Net cash used in financing activities for the three-month period ended ~~June~~September 30, 2016 was $3.2 million, primarily for net cash on hand used to repay the Silicon Valley Bank (SVB) debt and payment of deferred financing costs for the new debt agreement.

On March 9, 2016, we and certain of our wholly-owned, consolidated subsidiaries entered into a new term loan agreement with Crystal Financial LLC as Term Agent, and the term lenders party thereto (the “Crystal Loan Agreement”) pursuant to which the term lenders made a term loan to us in the amount of $17.0 million. The net proceeds from the term loan (after payment of the fees and expenses of the Term Agent), along with $2.9 million of cash on hand, were used to repay the $19.4 million outstanding debt under the SVB Loan Agreement and pay related transaction fees. We recorded a charge of $0.3 million to loss on extinguishment of debt for unamortized deferred financing costs related to the SVB Loan Agreement during the ~~six~~nine months ended ~~June~~September 30, 2016.

The maturity date of the term loan is March 9, 2020. We are required to make regular quarterly principal payments of ~~$637,500~~$0.6 million beginning September 1, 2017 with the balance due on the maturity date, if not otherwise repaid earlier by way of voluntary prepayments, or upon the occurrence of certain Prepayment Events or Excess Cash Flow (as defined in the Crystal Loan Agreement), or as a result of acceleration of the loan as a result of an event of default. Prepayments of the loan are subject to a prepayment penalty of 3% of the amount prepaid if prepayment occurs prior to the first anniversary of the closing date and 2% of the amount prepaid if the prepayment occurs on or after the first anniversary of the closing date but prior to the second anniversary date of the closing date. There is no prepayment penalty for prepayments that occur on or after the second anniversary of the closing date. The interest rate payable on the outstanding loan amount is determined by reference to LIBOR plus a margin established in the agreement. At ~~June~~September 30, 2016, the applicable interest rate was ~~9.18%~~9.35%.
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Our obligations under the Crystal Loan Agreement are secured by a first priority security interest in substantially all of our assets and the assets of our subsidiaries. In addition, we are required to meet certain financial and other restrictive covenants customary with this type of facility, including maintaining a minimum Adjusted EBITDA, minimum Consolidated Fixed Charge Coverage Ratio, maximum Consolidated Total Net Leverage, maximum subscriber Churn, and minimum Liquidity, all of which are defined in the Crystal Loan Agreement. We are also prohibited from incurring indebtedness, disposing of or permitting liens on our assets and making restricted payments, including cash dividends on shares of our common stock, except as expressly permitted under the Crystal Loan Agreement. The agreement contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the agreement may be accelerated.

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On July 29, 2016 and November3, 2016, we entered into an amendment to the Crystal Loan Agreement to modify the covenant related to the maximum subscriber Churn and update the definition of Adjusted EBITDA. As a result of the ~~amendment,~~amendments, we were in compliance with all covenants as of ~~June~~September 30, 2016.

In March 2016, we entered into a ~~60 month~~60-month lease arrangement for computer and network equipment, software and related costs having a value of $1.2 million. The lease commenced in April 2016 and is accounted for as a capital lease, reflecting the corresponding assets and related obligations in ~~the subsequent~~our consolidated balance sheet.

In June 2016, we entered into agreements to relocate our corporate headquarters. One agreement is a sublease of the office space formerly occupied by our corporate headquarters and includes all furniture and fixtures. The sublease agreement is effective August 1, 2016 and coterminous with the prime lease agreement expiring on September 29, 2022. Rental income from the sublease will be $0.9 million annually plus 2.5% annual escalation, recorded as a reduction to rental expense in general and administrative expense. We also executed a ~~one year~~one-year lease agreement for temporary new corporate headquarters office space effective July 15, 2016. Annual rent expense will be $0.1 million through July 2017, also recorded in general and administrative expense. We anticipate cash savings of $0.8 million under the new agreement over the next 12 months and are reviewing alternatives for longer-term and lower cost office space.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2016, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies

There have been no material changes in our critical accounting policies, estimates and judgments during the three months ended ~~June~~September 30, 2016 compared to the disclosures in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015.

As a result of the adoption of a recent accounting pronouncement, certain balance sheet amounts as of December 31, 2015 have been reclassified to conform to the current period presentation. See Note A – Summary of Significant Accounting Policies.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

The market risk in our financial instruments represents the potential loss arising from adverse changes in financial rates. We are exposed to market risk in the area of interest rates. These exposures are directly related to our normal funding and investing activities.

We also hold cash balances in accounts with commercial banks in the United States and foreign countries. These cash balances represent operating balances only and are invested in short-term time deposits of the local bank. Such operating cash balances held at banks outside the United States are denominated in the local currency. We held $0.1 million and $0.5 million in foreign bank accounts at ~~June~~September 30, 2016 and December 31, 2015, respectively.
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Foreign Currency

The assets and liabilities of our foreign operations are translated into U.S. dollars at current exchange rates, and revenues and expenses are translated at the ending exchange rate from the prior period which materially approximates the average exchange rates for each period. Resulting translation adjustments are reflected as other comprehensive loss in the consolidated statements of operations and comprehensive loss and within shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Except for transactions with customers and vendors in Canada, substantially all other transactions are denominated in U.S. dollars. Foreign operations were not significant to us for the three months ended ~~June~~September 30, 2016 or fiscal year ended December 31, 2015.
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Interest Rate Risk

We are exposed to changes in interest rates on our ~~long term~~long-term debt that carries variable rate interest. The impact of a ~~100 basis~~100-basis point change in interest rates would result in a change in annual interest expense of $0.2 million.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2016, under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on management’s identification of the previously reported deficiencies in internal control over financial reporting that it considers to be material weaknesses, management has concluded that disclosure controls and procedures were not effective at ~~June~~September 30, 2016. Steps being undertaken to remediate these weaknesses are discussed below.

The Company is continuing to reinforce its processes to address the previously reported material weaknesses. ~~The~~Management of the Company believes the steps being taken to remediate these weaknesses are appropriate and ~~the Company~~ expects them to be fully remediated before the end of its fiscal year. Remediation efforts include:

· Evaluation Process for Impairment of Goodwill and Other Intangible Assets Material Weakness:
· Enhance the formality of rigor of review as it relates to assumptions that are utilized pertaining to the goodwill impairment evaluation process, and
· Perform more rigorous sensitivity analyses on financial projections and other inputs.

· Capitalized Internally Developed Software Material Weakness:
· Implement additional monitoring controls as it relates to internal costs that are incurred and capitalized, and
· Implement additional monitoring controls verifying the hours and rates that are incorporated into the capitalized internally developed software calculation.

The Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent significant improvements in our controls. The Company has started to implement these ~~steps,~~steps; however, some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the material ~~weakness~~weaknesses described above will continue to exist.

Notwithstanding the material weaknesses described above, management has concluded that the Company’s unaudited condensed consolidated financial statements included in this report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

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Changes in Internal Control Over Financial Reporting

During the quarter ended ~~June~~September 30, 2016, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, except as discussed above with regards to remediation of material weaknesses.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We currently are not involved in any pending material litigation.

Item 1A. Risk Factors.

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussion set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as previously filed with the SEC, and the information under “Forward-Looking Statements” included in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Total Average Total shares purchased Maximum number of shares
shares price paid as part of publicly that may yet be purchased
Period purchased per share announced programs under the plans of the program

April 1-30* 3,651 $ 6.02 n/a n/a
Total 3,651 $ 6.02 n/a n/a
* All purchases are shares of Class A Common Stock repurchased in connection with employee equity-based compensation under the Numerex Corp. 2006 Long Term Incentive Plan, as amended, to satisfy employee payroll tax withholding obligations. These shares were not repurchased pursuant to publicly announced plans or programs. Numerex does not have a publicly announced plan or program to repurchase its equity securities.
None - not applicable.

Item 3. Defaults Upon Senior Securities.

None - not applicable.

Item 4. Mine Safety Disclosures.

None - not applicable.

Item 5. Other Information.

On ~~July 29,~~November 3, 2016, we entered into an amendment to the Crystal Loan Agreement to modify the covenant related to the maximum subscriber Churn as defined in the Crystal Loan Agreement and update the definition of Adjusted EBITDA. See Note G – Debt.

The foregoing description of the Crystal Loan Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is included as an exhibit to this Quarterly Report on Form 10-Q.

31

Item 6. Exhibits.

Exhibit
Number Description

10.1 ~~First~~Second Amendment Toto Term Loan Agreement dated ~~July 29,~~November 3, 2016 by and among Numerex Corp. and Crystal Finance LLC, as Term Agent

31.1 Certification of Chairman and Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)

31.2 Certification of Chief Financial Officer, Executive Vice President, and Principal Financial and Accounting Officer Pursuant to Exchange Act Rule 13a-14(a)

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Unaudited Condensed Consolidated Balance Sheets at ~~June~~September 30, 2016 and December 31, 2015, (ii) Unaudited Condensed Consolidated Statement of Operations and Comprehensive ~~(Loss) Income~~Loss for the three months ended ~~June~~September 30, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended ~~June~~September 30, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statement of Shareholders Equity for the three months ended ~~June~~September 30, 2016 and (v) Unaudited Condensed Notes to Consolidated Financial Statements*

* This exhibit is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

32

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)

~~August 4,~~November 7, 2016 /s/ Marc Zionts
Marc Zionts
Chief Executive Officer

~~August 4,~~November 7, 2016 /s/ Kenneth L. Gayron
Kenneth L. Gayron
Chief Financial Officer and
Principal Financial and Accounting Officer

33

Balance at December 31, 2015	$	-
Net charges		1,243
Elimination of deferred rent		778
Write down of fixed assets		(370	)
Payments		(412	)
Balance at June 30, 2016		1,239
Less current portion		(598	)
Amounts due after one year	$	641

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Weighted average common shares outstanding
Basic		19,542		19,137		19,456		19,053
Dilutive effect of common stock equivalents		-		-		-		-
Total		19,542		19,137		19,456		19,053

Anti-dilutive equity-based compensation awards		1,571		2,294		1,576		2,294

Total minimum lease payments	$	1,384		$	1,384
Less amounts representing interest		(147	)		(147	)
Present value of future minimum lease payments		1,237			1,237
Less current portion		(198	)		(257	)
Amounts due after one year	$	1,039		$	980

	Fair				Total		Fair				Total
	Value		Level 3		Losses		Value		Level 3		Losses
April 1, 2016
Omnilink Reporting Unit
Indefinite lived trade names	$	1,360	$	1,360	$	1,612	$	1,360	$	1,360	$	1,612
Goodwill		15,316		15,316		2,264		15,316		15,316		2,264
DIY Reporting Unit
Technology		146		146		81		146		146		81
Goodwill		1,441		1,441		215		1,441		1,441		215
Total nonrecurring fair value measurements	$	18,263	$	18,263	$	4,172	$	18,263	$	18,263	$	4,172

	Three Months Ended June 30,										Change from
	2016					2015					2015 to 2016
Net revenues:
Subscription and support revenues	$	14,810		84.1	%	$	16,721		65.2	%	$	(1,911	)	-11.4	%
Embedded devices and hardware		2,796		15.9	%		8,932		34.8	%		(6,136	)	-68.7	%
Total net revenues		17,606		100.0	%		25,653		100.0	%		(8,047	)	-31.4	%
Cost of revenue, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues		5,713		32.4	%		6,471		25.2	%		(758	)	-11.7	%
Embedded devices and hardware		2,854		16.2	%		7,906		30.8	%		(5,052	)	-63.9	%
Provision for inventory reserves		460		2.6	%		136		0.5	%		324		238.2	%
Gross profit		8,579		48.7	%		11,140		43.4	%		(2,561	)	-23.0	%
Operating expenses:
Sales and marketing		3,270		18.6	%		3,026		11.8	%		244		8.1	%
General and administrative		3,859		21.9	%		3,672		14.3	%		187		5.1	%
Engineering and development		2,444		13.9	%		2,201		8.6	%		243		11.0	%
Depreciation and amortization		1,677		9.5	%		1,658		6.5	%		19		1.1	%
Impairment of goodwill and other other intangible assets		4,172		23.7	%		-		0.0	%		4,172		n/a
Restructuring charges		1,243		7.1	%		-		0.0	%		1,243		n/a
Operating (loss) income		(8,086	)	-45.9	%		583		2.3	%		(8,669	)	-1487.0	%
Interest expense		460		2.6	%		210		0.8	%		250		119.0	%
Other income, net		(22	)	-0.1	%		(37	)	-0.1	%		15		-40.5	%
(Loss) income before income taxes		(8,524	)	-48.4	%		410		1.6	%		(8,934	)	-2179.0	%
Income tax expense (benefit)		(234	)	-1.3	%		141		0.5	%		(375	)	-266.0	%
Net (loss) income	$	(8,290	)	-47.1	%	$	269		1.0	%	$	(8,559	)	-3181.8	%
Adjusted EBITDA⁽¹⁾	$	627		3.6	%	$	3,410		13.3	%	$	(2,783	)	-81.6	%

	Three Months Ended September 30,										Change from
		2016					2015					2015 to 2016
Net revenues:
Subscription and support revenues	$	14,388		82.6	%	$	15,624		67.0	%	$	(1,236	)	-7.9	%
Embedded devices and hardware		3,024		17.4	%		7,710		33.0	%		(4,686	)	-60.8	%
Total net revenues		17,412		100.0	%		23,334		100.0	%		(5,922	)	-25.4	%
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues		5,828		33.5	%		6,538		28.0	%		(710	)	-10.9	%
Embedded devices and hardware		3,082		17.7	%		6,958		29.8	%		(3,876	)	-55.7	%
Inventory reserves		27		0.2	%		1,277		5.5	%		(1,250	)	-97.9	%
Impairment of other asset		-		0.0	%		1,275		5.5	%		(1,275	)	-100.0	%
Gross profit		8,475		48.7	%		7,286		31.2	%		1,189		16.3	%
Operating expenses:
Sales and marketing		3,229		18.5	%		3,047		13.1	%		182		6.0	%
General and administrative		3,280		18.8	%		4,507		19.3	%		(1,227	)	-27.2	%
Engineering and development		2,229		12.8	%		2,201		9.4	%		28		1.3	%
Depreciation and amortization		1,658		9.5	%		2,100		9.0	%		(442	)	-21.0	%
Impairment of goodwill and
other intangible assets		-		0.0	%		1,250		5.4	%		(1,250	)	n/a
Restructuring charges		276		1.6	%		-		0.0	%		276		n/a
Operating loss		(2,197	)	-12.6	%		(5,819	)	-24.9	%		3,622		-62.2	%
Interest expense		469		2.7	%		188		0.8	%		281		149.5	%
Other income, net		(33	)	-0.2	%		(31	)	-0.1	%		(2	)	6.5	%
Loss before income taxes		(2,633	)	-15.1	%		(5,976	)	-25.6	%		3,343		-55.9	%
Income tax expense (benefit)		(87	)	-0.5	%		10,404		44.6	%		(10,491	)	-100.8	%
Net loss	$	(2,546	)	-14.6	%	$	(16,380	)	-70.2	%	$	13,834		-84.5	%
Adjusted EBITDA⁽¹⁾	$	859		4.9	%	$	1,660		7.1	%	$	(801	)	-48.3	%

	Six Months Ended June 30,										Change from					Nine Months Ended September 30,										Change from
	2016					2015					2015 to 2016						2016					2015					2015 to 2016
Net revenues:
Subscription and support revenues	$	29,794		83.6	%	$	33,250		70.3	%	$	(3,456	)	-10.4	%	$	44,183		83.3	%	$	48,874		69.2	%	$	(4,691	)	-9.6	%
Embedded devices and hardware		5,862		16.4	%		14,080		29.7	%		(8,218	)	-58.4	%		8,886		16.7	%		21,791		30.8	%		(12,905	)	-59.2	%
Total net revenues		35,656		100.0	%		47,330		100.0	%		(11,674	)	-24.7	%		53,069		100.0	%		70,665		100.0	%		(17,596	)	-24.9	%
Cost of revenue, exclusive of a portion of depreciation and amortization shown below:
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
Subscription and support revenues		11,414		32.0	%		13,190		27.9	%		(1,776	)	-13.5	%		17,242		32.5	%		19,728		27.9	%		(2,486	)	-12.6	%
Embedded devices and hardware		5,945		16.7	%		12,624		26.7	%		(6,679	)	-52.9	%		9,027		17.0	%		19,582		27.7	%		(10,555	)	-53.9	%
Provision for inventory reserves		487		1.4	%		271		0.6	%		216		79.7	%
Inventory reserves																	514		1.0	%		1,547		2.2	%		(1,033	)	-66.8	%
Impairment of other asset																	-		0.0	%		1,275		5.5	%		(1,275	)	-100.0	%
Gross profit		17,810		49.9	%		21,245		44.9	%		(3,435	)	-16.2	%		26,286		49.5	%		28,533		40.4	%		(2,247	)	-7.9	%
Operating expenses:
Sales and marketing		6,215		17.4	%		6,089		12.9	%		126		2.1	%		9,444		17.8	%		9,136		12.9	%		308		3.4	%
General and administrative		7,988		22.4	%		7,601		16.1	%		387		5.1	%		11,269		21.2	%		12,108		17.1	%		(839	)	-6.9	%
Engineering and development		4,691		13.2	%		4,494		9.5	%		197		4.4	%		6,920		13.0	%		6,695		9.5	%		225		3.4	%
Depreciation and amortization		3,335		9.4	%		3,312		7.0	%		23		0.7	%		4,992		9.4	%		5,411		7.7	%		(419	)	-7.7	%
Impairment of goodwill and other other intangible assets		4,172		11.7	%		-		0.0	%		4,172		n/a
Impairment of goodwill and
other intangible assets																	4,172		7.9	%		1,250		1.8	%		2,922		n/a
Restructuring charges		1,243		3.5	%		-		0.0	%		1,243		n/a			1,520		2.9	%		-		0.0	%		1,520		n/a
Operating loss		(9,834	)	-27.6	%		(251	)	-0.5	%		(9,583	)	3817.9	%		(12,031	)	-22.7	%		(6,067	)	-8.6	%		(5,964	)	98.3	%
Interest expense		727		2.0	%		415		0.9	%		312		75.2	%		1,196		2.3	%		604		0.9	%		592		98.0	%
Loss on extinguishment of debt		290		0.8	%		-		0.0	%		290		n/a			290		0.5	%		-		0.0	%		-		n/a
Other income, net		(65	)	-0.2	%		(69	)	-0.1	%		4		-5.8	%		(99	)	-0.2	%		(100	)	-0.1	%		1		-1.0	%
Loss before income taxes		(10,786	)	-30.3	%		(597	)	-1.3	%		(10,189	)	1706.7	%		(13,418	)	-25.3	%		(6,571	)	-9.3	%		(6,847	)	104.2	%
Income tax (benefit)		(170	)	-0.5	%		(245	)	-0.5	%		75		-30.6	%
Income tax expense (benefit)																	(257	)	-0.5	%		10,159		14.4	%		(10,416	)	-102.5	%
Net loss	$	(10,616	)	-29.8	%	$	(352	)	-0.7	%	$	(10,264	)	2915.9	%	$	(13,161	)	-24.8	%	$	(16,730	)	-23.7	%	$	3,569		-21.3	%
Adjusted EBITDA⁽¹⁾	$	1,484		4.2	%	$	5,694		12.0	%	$	(4,210	)	-73.9	%	$	2,343		4.4	%	$	7,358		10.4	%	$	(5,015	)	-68.2	%

	Three Months					Six Months						Three Months						Nine Months
	Ended June 30,					Ended June 30,						Ended September 30,						Ended September 30,
	2016			2015		2016			2015			2016			2015			2016			2015
Net (loss) income	$	(8,290	)	$	269	$	(10,616	)	$	(352	)
Net loss												$	(2,546	)	$	(16,380	)	$	(13,161	)	$	(16,730	)
Depreciation and amortization expense		2,005			1,901		3,969			3,782			2,029			2,381			5,997			6,163
Impairment of goodwill and other intangible assets		4,172			-		4,172			-			-			-			4,172			-
Interest expense and other non-operating expense, net		438			173		952			346			436			157			1,387			504
Income tax (benefit) expense		(234	)		141		(170	)		(245	)		(87	)		10,404			(257	)		10,159
EBITDA (non-GAAP)		(1,909	)		2,484		(1,693	)		3,531			(168	)		(3,438	)		(1,862	)		96
Equity-based compensation expense		830			797		1,451			1,581			751			738			2,202			2,319
Restructuring, non-cash and other charges		1,706			129		1,726			582
Non-cash and other items													276			4,360			2,003			4,943
Adjusted EBITDA (non-GAAP)	$	627		$	3,410	$	1,484		$	5,694		$	859		$	1,660		$	2,343		$	7,358

Exhibit
Number		Description

10.1		~~First~~Second Amendment Toto Term Loan Agreement dated ~~July 29,~~November 3, 2016 by and among Numerex Corp. and Crystal Finance LLC, as Term Agent

31.1		Certification of Chairman and Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)

31.2		Certification of Chief Financial Officer, Executive Vice President, and Principal Financial and Accounting Officer Pursuant to Exchange Act Rule 13a-14(a)

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Unaudited Condensed Consolidated Balance Sheets at ~~June~~September 30, 2016 and December 31, 2015, (ii) Unaudited Condensed Consolidated Statement of Operations and Comprehensive ~~(Loss) Income~~Loss for the three months ended ~~June~~September 30, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended ~~June~~September 30, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statement of Shareholders Equity for the three months ended ~~June~~September 30, 2016 and (v) Unaudited Condensed Notes to Consolidated Financial Statements*

	NUMEREX CORP.
	(Registrant)

~~August 4,~~November 7, 2016	/s/ Marc Zionts
	Marc Zionts
	Chief Executive Officer

~~August 4,~~November 7, 2016	/s/ Kenneth L. Gayron
	Kenneth L. Gayron
	Chief Financial Officer and
	Principal Financial and Accounting Officer