Item 2.02 Results of Operations and Financial Condition.

On February 26, 2009, Numerex Corp. (the "Company") issued a press release announcing its financial results for the fourth quarter and fiscal year ending December 31, 2008. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In the press release, the Company uses a non-GAAP financial measure, "non-GAAP income," and includes a reconciliation of this measure to GAAP. The Company believes that this presentation of non-GAAP income 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 past performance and certain additional financial or business trends. The Company believes that the line on the Company's consolidated statement of operations entitled, "Net earnings," is the most directly comparable GAAP measure to non-GAAP income.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release, dated February 26, 2009