Attached files
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| EX-99.1 - PRESSRELEASEQ22013UPDATED - NUMEREX CORP /PA/ | exhibit99.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2013
NUMEREX CORP.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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0-22920
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11-2948749
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3330 Cumberland Blvd, SE
Suite 700
Atlanta, Georgia
(Address of principal executive offices)
30339
(Zip code)
(770) 693-5950
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A amends Exhibit 99.1 of the Registrant’s Current Report on Form 8-K dated August 8, 2013, and filed with the Securities and Exchange Commission on August 8, 2013, regarding the issuance of the Company’s press release announcing its financial results for the second quarter ending June 30, 2013. The purpose of this Amendment is to provide a copy of the press release as Exhibit 99.1, which correctly states the expectation of adjusted EBITDA margins to be in the range of 10% to 12% for fiscal year 2013 and begin to improve beginning in Q3, a correction from the Current Report on Form 8-K filed on May 8, 2013.
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On August 8, 2013, Numerex Corp (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2013. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In addition to providing financial measurements in the press release based on U.S. generally accepted accounting principles (GAAP), the Company also provided EBITDA, Adjusted EBITDA and Adjusted EBITDA per diluted share, financial measures that are not prepared in accordance with GAAP (non-GAAP). The most directly comparable GAAP equivalent to EBITDA and Adjusted EBITDA is 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. The press release includes a reconciliation of these non-GAAP measures to the most directly comparable GAAP equivalents. The Company believes that presentation of these non-GAAP financial measures provides useful information relating to its financial condition and results of operations, which provides management and investors with a more complete understanding of the Company’s performance and certain additional financial or business trends.
The information contained in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, or incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Numerex Corp. dated August 8, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 9, 2013
NUMEREX CORP.
By; /s/Richard A. Flynt
Richard A. Flynt
Chief Financial Officer