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8-K - FORM 8-K - NUMEREX CORP /PA/t1300243_8k.htm

Exhibit 99.1

 

 

Numerex Corp. Contact:

Rick Flynt

770 615-1387

 

Investor Relations Contact:

Seth Potter

646 277-1230

 

                                                                          

 

Press Release

 

For Immediate Release

 

Numerex Reports Second Quarter 2013 Financial Results

 

Total subscriptions up 33% over the prior year

Recurring revenue up 21% year-over-year

 

ATLANTA, GA August 8, 2013—Numerex Corp (NASDAQ:NMRX), a leading provider of on-demand and interactive machine-to-machine (M2M) enterprise solutions, today announced financial results for its second quarter ended June 30, 2013.

 

“The Company’s performance in the second quarter reflected continued strong demand for its products and services and remains on track to meet its fiscal year 2013 subscriptions and recurring revenue growth guidance,” stated Stratton Nicolaides, chairperson and CEO of Numerex. “Our pipeline of business continues to produce significant opportunities. Accordingly, we ramped up our services and support organizations to meet anticipated demand from managed services programs recently underwritten. In the first half of 2013, we began a transformation by focusing significant resources on two major programs: first, in improving our infrastructure to meet an increased customer demand for device management, incremental network services, data analytics and diagnostics; and second, in developing managed services solutions for the supply chain, asset tracking, and security vertical markets. This dramatic increase in activity, combined with upfront costs of ramping up our managed services programs, impacted margins and increased our expenses by approximately $700,000 year-to-date, most of which was incurred during the second quarter. Additionally, during the year we capitalized an incremental $900,000 associated with these initiatives. This is reflected in both our engineering and development spend and the increase in general and administrative costs. Although we will continue to invest in both programs, we expect the rate at which we spend during the balance of the year to decrease as a percentage of revenue. In addition, the Company is expected to record an incremental $4 million of embedded device and hardware revenue through year end, which will also lead to improved margins. As a result, we now expect adjusted EBITDA margins to be in the range of 9% to 11% for fiscal year 2013 and begin to improve beginning in Q3.”



Financial Metrics

 

  Three Months Ended  Six Months Ended 
  June 30  June 30 
Non-GAAP Measures* 2013  2012  2013  2012 
Adjusted EBITDA ($ in millions) $1.1  $1.8  $3.0  $3.6 
Adjusted EBITDA per diluted share $0.06  $0.11  $0.16  $0.23 
Adjusted EBITDA as a percent of total revenue  6.6%  11.6%  8.9%  12.0%
Net new subscriptions (units)  139,000   116,000   287,000   199,000 
Total subscriptions (units)  2,170,000   1,637,000   2,170,000   1,637,000 

 

* Refer to the section of this press release entitled “Non-GAAP (Adjusted) Financial Measures” for a discussion of these non-GAAP items.

 

GAAP Measures                
                 
Subscription revenue and support ($ in millions) $12.5  $10.4  $24.5  $20.3 
Gross margin – subscription revenue and support  54.6%  58.2%  55.4%  58.8%
Income from continuing operations ($ in millions) $0.4  $0.6  $0.4  $1.0 
Diluted EPS from continuing operations $0.02  $0.04  $0.02  $0.06 

 

Mr. Nicolaides concluded, “We enter the third quarter with strong momentum driven by the introduction of new products and the commercialization and launch of several solutions to a broad range of customers. Numerex is in position to extend its leadership position in M2M and remains committed to growing its subscription base that generates high-margin service revenue.”

 

 
 

 

Second Quarter Financial Highlights:

 

·Total subscriptions have increased 33% to 2.2 million at the end of the second quarter of 2013 compared to 1.6 million at the end of the second quarter of 2012. The Company added 139,000 net subscriptions in the second quarter of 2013, an increase of 20% compared to the 116,000 net subscriptions added in the same quarter of 2012.
·Subscription revenue and support of $12.5 million was 20.4% higher in the second quarter of 2013 compared to the second quarter of 2012.
·Gross margin generated by subscription revenue and support in the second quarter of 2013 was 54.6% compared to 58.2% recorded in the same period in 2012. The decrease in gross margin was primarily due to an increase in carrier fees and operating costs.
·Embedded device and hardware margin declined to (3.9%) in the second quarter of 2013 compared to 16.0% in the same period in 2012. In the second quarter of 2013, we recorded a $0.5 million increase in the inventory reserve primarily related to excess older inventory. Excluding this adjustment, gross margin would have been 7.3% in the second quarter of 2013.
·Total GAAP operating expenses for the second quarter of 2013 were $8.6 million compared to $6.3 million in the second quarter of 2012.
oOperating expenses include depreciation and amortization charges of $1.3 million and $0.8 million in the second quarters of 2013 and 2012, respectively. The increase in depreciation and amortization was primarily the result of amortization of additional internally developed software and, to a lesser extent, intangible assets from the two acquisitions completed in the fourth quarter of 2012 and the first quarter of 2013.
oGeneral and administrative expenses in the second quarter increased $1.3 million or 54.3% as compared to the second quarter of 2012. The increase was attributable to $0.3 million incurred as part of an organizational realignment, strategic planning costs of $0.2 million, and increased professional services fees of $0.3 million primarily related to improving the Company’s M2M platform infrastructure and to underwrite managed service solutions related to internal control weaknesses disclosed during the first quarter.
oDuring the second quarter of 2013, engineering and development costs increased 62.3% year-over-year to support the Company’s growing customer base and to strengthen our service offerings.
·Second quarter 2013 earnings before interest, taxes, depreciation, amortization, non-cash compensation and infrequent or unusual costs, or Adjusted EBITDA, totaled $1.1 million compared to $1.8 million in the second quarter of 2012.

  · During the second quarter we recorded an income tax benefit of $2.0 million resulting from a tax accounting method change that allowed us to take a one-time acceleration and catch-up of depreciation and amortization.

  · Net income from continuing operations totaled $0.4 million for the second quarter of 2013 as compared to $0.6 million for the second quarter of 2012.

·The Company reported a GAAP net loss for the second quarter of 2013 of $(1.0) million compared to net income of $0.7 million for the same period in the prior year.

 

Discontinued Operations

·In the second quarter, the Company made the decision to exit certain businesses and related products that are not core to future business plans. These businesses were previously disclosed in our annual financial statements as a separate segment “Other Services.”
·Discontinued operations in the second quarter of 2013 include $0.9 million for the impairment of goodwill, a reserve for accounts receivable of $0.6 million and less than $0.1 million for estimated costs to sell the businesses.

 

Second Quarter 2013 Operational Highlights:

·Announced senior management appointments including Rick Flynt as Chief Financial Officer and Scott Wiley as Senior Vice-President of Products and Programs.
·Announced that Sherrie McAvoy, an experienced former partner of 18 years with Deloitte & Touche LLP has been appointed to the Board of Directors as a member of the audit committee and subsequently appointed as Chairperson. Ms. McAvoy has 30 years of experience in accounting, auditing, internal controls, risk management, corporate compliance and ethics, and corporate governance.
 
 

 

Quarterly Conference Call

Numerex will discuss its quarterly results via teleconference today at 4:30 p.m. Eastern Time. Please dial (877) 303-9240 or, if outside the U.S. and Canada, (760) 666-3571 to access the conference call at least five minutes prior to the 4:30 p.m. Eastern Time start time. A live webcast and replay of the call will also be available at http://www.numerex.com under the Investor Relations section. An audio replay will be available via the Numerex web site beginning two hours after the call. You can also listen to a replay of the call by dialing (855) 859-2056 or (800) 585-8367 if outside the U.S. and Canada and entering code number 26288873.

 

About Numerex

Numerex Corp. (NASDAQ: NMRX) is a leading provider of interactive and on-demand machine-to-machine (M2M) enterprise solutions. The Company provides its technology and services through its integrated M2M horizontal platforms which are generally sold on a subscription basis. The Company offers Numerex DNA® that may include hardware and smart Devices, cellular and satellite Network services, and software Applications that are delivered through Numerex FAST® (Foundation Application Software Technology). The Company also provides business services to enable the development of efficient, reliable, and secure solutions while accelerating deployment. Numerex is ISO 27001 information security-certified, highlighting the Company's focus on M2M data security, service reliability and around-the-clock support of its customers' M2M solutions. For additional information, please visit www.numerex.com.

 

This press release contains, and other statements may contain, forward-looking statements with respect to Numerex future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding growth trends and activities. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "assume," "strategy," "plan," "outlook," "outcome," "continue," "remain," "trend," and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may," or similar expressions. Numerex cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements speak only as of the date of this press release, and Numerex assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance.

The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: our inability to reposition our platform to capture greater recurring service revenue; the risks that a substantial portion of our revenue are derived from contracts that may be terminated at any time; the risks that our strategic suppliers materially change or disrupt flow of products and/or services; variations in quarterly operating results; delays in the development, introduction, integration and marketing of new machine-to-machine (M2M) products and services; customer acceptance of services; economic conditions resulting in decreased demand for our products and services; the risk that our strategic alliances and partnerships and/or wireless network operators will not yield substantial revenue; changes in financial and capital markets, and the inability to raise growth capital; the inability to attain revenue and earnings growth in our data business; changes in interest rates; inflation; the introduction, withdrawal, success and timing of business initiatives and strategies; competitive conditions; the inability to realize revenue enhancements; and extent and timing of technological changes. Numerex SEC reports identify additional factors that can affect forward-looking statements.

 

-continued-

 

 
 

 

Numerex Corp.
Unaudited Condensed Consolidated Statement of Operations
(In thousands, except per share data)

 

  Three Months Ended  Change  Six Months Ended  Change 
  June 30,  Q213 v Q212  June 30,  Q213 v Q212 
  2013  2012  $  %  2013  2012  $  % 
 Net sales                                
 Subscription revenue and support $12,543  $10,420  $2,123   20.4% $24,450  $20,348  $4,102   20.2%
 Embedded devices and hardware  4,728   5,367   (639)  -11.9%  9,258   9,707   (449)  -4.6%
 Total net sales  17,271   15,787   1,484   9.4%  33,708   30,055   3,653   12.2%
 Cost of sales, exclusive of depreciation                                
 and amortization shown below:                                
 Subscription revenue and support  5,694   4,360   1,334   30.6%  10,909   8,389   2,520   30.0%
 Embedded devices and hardware  4,911   4,510   401   8.9%  9,227   8,092   1,135   14.0%
 Gross profit  6,666   6,917   (251)  -3.6%  13,572   13,574   (2)  0.0%
   38.6%  43.8%          40.3%  45.2%        
 Operating expense:                                
 Sales and marketing  2,328   2,267   61   2.7%  4,271   4,216   55   1.3%
 General and administrative  3,789   2,456   1,333   54.3%  6,654   5,064   1,590   31.4%
 Engineering and development  1,269   782   487   62.3%  2,309   1,609   700   43.5%
 Depreciation and amortization  1,263   760   503   66.2%  2,276   1,557   719   46.2%
 Operating (loss) income  (1,983)  652   (2,635)  nm*   (1,938)  1,128   (3,066)  nm* 
 Interest expense  55   69   (14)  -20.3%  145   146   (1)  -0.7%
 Other expense (income), net  4   3   1   33.3%  (4)  6   (10)  nm* 
 (Loss) income from continuing                                
 operations before income taxes  (2,042)  580   (2,622)  nm*   (2,079)  976   (3,055)  nm* 
 Income tax (benefit) expense  (2,454)  8   (2,462)  nm*   (2,514)  11   (2,525)  nm* 
 Net income from continuing operations  412   572   (160)  -28.0%  435   965   (530)  -54.9%
 (Loss) income from discontinued                                
 operations, net of income taxes  (1,424)  125   (1,549)  nm*   (1,436)  53   (1,489)  nm* 
 Net (loss) income $(1,012) $697  $(1,709)  nm*  $(1,001) $1,018  $(2,019)  nm* 
                                 
 Basic earnings (loss) per share:                                
 Income from continuing operations $0.02  $0.04          $0.02  $0.06         
 (Loss) income on discontinued operations  (0.07)  0.01           (0.08)  0.01         
 Net (loss) income $(0.05) $0.05          $(0.06) $0.07         
                                 
 Diluted earnings (loss) per share:                                
 (Loss) income from continuing operations $0.02  $0.04          $0.02  $0.06         
 (Loss) income on discontinued operations  (0.07)  0.00           (0.07)  0.00         
 Net (loss) income $(0.05) $0.04          $(0.05) $0.06         
                                 
 Weighted average shares outstanding used in                                
 computing net earnings (loss) per share:                                
 Basic  18,411   15,419           18,004   15,304         
 Diluted  18,950   15,913           18,613   15,892         

 

______________

* – not meaningful

 

 
 

NUMEREX CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

    June 30, December 31,
    2013 2012
ASSETS              
CURRENT ASSETS              
Cash and cash equivalents   $ 24,112   $ 4,948  
Accounts receivable, less allowance for doubtful accounts of $709 and $367     8,751     8,466  
Financing receivables, current     699     512  
Inventory, net of provision of $945 and $332     8,344     7,363  
Prepaid expense and other current assets     2,369     1,464  
Assets of discontinued operations     830     2,068  
TOTAL CURRENT ASSETS     45,105     24,821  
               
Property and equipment, net of accumulated depreciation and amortization of              
$1,488 and $1,184     2,481     2,449  
Software, net of accumulated amortization of $2,386 and $1,815     5,279     4,499  
Other intangibles, net of accumulated amortization of $12,355, and $11,679     6,328     6,154  
Financing receivables, non-current     1,767     1,329  
Deferred tax assets     7,299     4,788  
Goodwill     25,418     25,418  
Other assets, non-current     2,595     2,689  
TOTAL ASSETS   $ 96,272   $ 72,147  
               
LIABILITIES AND SHAREHOLDERS’ EQUITY              
CURRENT LIABILITIES              
Accounts payable   $ 7,750   $ 7,673  
Accrued expense and other current liabilities     1,361     685  
Current portion of long-term debt     686     2,286  
Deferred revenues     2,352     1,823  
Obligations under capital leases     270     —    
Liabilities of discontinued operations     293     188  
TOTAL CURRENT LIABILITIES     12,712     12,655  
               
Note payable, non-current     792     6,008  
Obligations under capital leases, non-current     298     —    
Other non-current liabilities     1,112     679  
TOTAL LIABILITIES     14,914     19,342  
               
COMMITMENTS AND CONTINGENCIES              
               
SHAREHOLDERS’ EQUITY              
Preferred stock, no par value; authorized 3,000; none issued     —       —    
Class A common stock, no par value; authorized 30,000; 19,686 and 17,171              
issued; 18,445 and 15,609 outstanding     —       —    
Class B common stock, no par value; authorized 5,000; none issued     —       —    
Common stock issuable     925     —    
Additional paid-in-capital     93,825     68,072  
Treasury stock, at cost, 1,241 and 1,562 shares     (5,239 )   (8,136 )
Accumulated other comprehensive loss     (29 )   (8 )
Accumulated deficit     (8,124 )   (7,123 )
TOTAL SHAREHOLDERS' EQUITY     81,358     52,805  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 96,272   $ 72,147  

 

 
 

 

NUMEREX CORP.

NON-GAAP (ADJUSTED) FINANANCIAL MEASURES

 

In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (GAAP), we have provided EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share, financial measures that are not prepared in accordance with GAAP (non-GAAP). The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA is net income from continuing operations. The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA per diluted share is diluted earnings per share from continuing operations. Reconciliations of our non-GAAP financial measures to the most directly comparable financial measure are provided below. We believe that presentation of these non-GAAP financial measures provides useful information to investors regarding our results of operations.

 

We believe that excluding depreciation and amortization of property, equipment and intangible assets to calculate EBITDA and Adjusted EBITDA provides supplemental information and an alternative presentation that is useful to investors’ understanding of our core operating results and trends. Not only are depreciation and amortization expenses based on historical costs of assets that may have little bearing on present or future replacement costs, but also they are based on our estimates of remaining useful lives.

 

Similarly, we believe that excluding the effects of stock-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 stock-based compensation as important supplemental information useful to their understanding of our historical results and estimating our future results.

 

We also believe that, in excluding the effects of stock-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.

 

Stock-based compensation is an important part of total compensation, especially from the perspective of employees. We believe, however, that supplementing GAAP net income from continuing operations by providing normalized net income, excluding the effect of stock-based compensation in all periods, is useful to investors because it enables additional and more meaningful period-to-period comparisons.

 

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

 

We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share are useful to and used by investors and other users of the financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across periods. We believe that:

 

  · EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, income taxes, depreciation and amortization, which can vary substantially from company-to-company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and

 

  · Investors commonly adjust EBITDA information to eliminate the effect of stock-based compensation and other unusual or infrequently occurring items which vary widely from company-to-company and impair comparability.

 

We use EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share:

 

  · as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis;

 

  · as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and

 

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

 

 

 
 

 

   

Although we believe, for the foregoing reasons, that the presentation of non-GAAP financial measures provides useful supplemental information to investors regarding our results of operations, the non-GAAP financial measures should only be considered in addition to, and not as a substitute for, or superior to, any measure of financial performance prepared in accordance with GAAP.

 

Use of non-GAAP financial measures is subject to inherent limitations because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment of which charges should properly be excluded from the non-GAAP financial measure. Management accounts for these limitations by not relying exclusively on non-GAAP financial measures, but only using such information to supplement GAAP financial measures. The non-GAAP financial measures may not be the same non-GAAP measures, and may not be calculated in the same manner, as those used by other companies.

 

NUMEREX CORP.

RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS

TO EBITDA AND ADJUSTED EBITDA, INCLUDING PER SHARE AMOUNTS

 

The following table reconciles the specific items excluded from GAAP in the calculation of EBITDA and Adjusted EBITDA for the periods indicated below (in thousands, except per share amounts):

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2013   2012   2013   2012
    (unaudited)   (unaudited)
                 
Net income from continuing operations (GAAP)   $ 412     $ 572     $ 435     $ 965  
Depreciation and amortization     1,279       793       2,326       1,624  
Interest expense and other non-operating expense, net     59       72       141       152  
Income tax (benefit) expense     (2,454 )     8       (2,514 )     11  
EBITDA (non-GAAP)   $ (704 )   $ 1,445     $ 388     $ 2,752  
Non-cash compensation     395       326       717       748  
Infrequent or unusual items     1,452       55       1,884       109  
Adjusted EBITDA (non-GAAP)   $ 1,143     $ 1,826     $ 2,989     $ 3,609  
                                 
Net income from continuing operations per diluted share (GAAP)   $ 0.02     $ 0.04     $ 0.02     $ 0.06  
EBITDA per diluted share (non-GAAP)     (0.04 )     0.09       0.02       0.17  
Adjusted EBITDA per diluted share (non-GAAP)     0.06       0.11       0.16       0.23  
                                 
Weighted average shares outstanding used in                                
computing diluted earnings per share     18,950       15,913       18,613       15,892  

 

Infrequent or unusual items include temporarily higher carrier fees; professional services fees incurred in response to and in remediation of internal control weaknesses, acquisition-related expenses, costs related to the realignment or our executive team and asset write-downs.

 

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