Summary of NUMEREX CORP /PA/

Results of Operations and Financial Condition, Financial Statements and Exhibit

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2009, Numerex Corp. (the "Company") issued a press release announcing its financial results for the quarter ending March 31, 2009. 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 net loss," and includes a reconciliation of this measure to GAAP. The Company believes that this presentation of non-GAAP earnings 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 (loss)," is the most directly comparable GAAP measure to non-GAAP net loss. The Company also used the non-GAAP measure "Adjusted EBITDA," which reflects the Company's earnings after excluding certain unusual litigation expenses, as well as non-cash stock option compensation expenses. The Company believes that this non-GAAP measure more accurately reflects the results of operations during the period, as the excluded expenses in any specific period may not directly correlate to the underlying performance of Numerex's business operations. Period-to-period comparisons of Adjusted EBITDA help Numerex's management identify additional trends in Numerex's financial results that may not be shown solely by period-to-period comparisons of consolidated income from continuing operations. The Company believes that the "Operating earnings (loss)" line is the most comparable GAAP measure to the Adjusted EBITDA measure.

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.