================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
----------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 16, 2005
----------
METRETEK TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
DELAWARE 0-19793 84-11698358
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
303 EAST 17TH AVENUE, SUITE 660, DENVER, COLORADO 80203
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 785-8080
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 16, 2005, Metretek Technologies, Inc., a Delaware corporation
(the "Company"), issued a press release announcing its financial results for the
first quarter ended March 31, 2005. The full text of the Company's press release
is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The attached press release discloses "Adjusted EBITDA", a non-GAAP
financial measure computed as income from continuing operations before interest
and finance charges, income taxes, depreciation and amortization, provision for
litigation costs, nonrecurring charges, minority interest, and preferred stock
deemed distribution, and reconciles Adjusted EBITDA to net income (loss)
applicable to common shareholders.
By eliminating certain expenses not necessarily indicative of the
results of the Company's core operations, management believes that Adjusted
EBITDA offers a useful tool to measure and monitor the Company's operating
performance, and provides meaningful information to investors in terms of
enhancing their understanding of the Company's core operating performance and
results. Adjusted EBITDA is also used by management to assist in planning and
forecasting future operations. However, Adjusted EBITDA as defined by the
Company may not be directly comparable to similarly defined measures as reported
by other companies. Adjusted EBITDA should be considered only as a supplement
to, and not as a substitute for or in isolation from, other measures of
financial performance and liquidity reported in accordance with generally
accepted accounting principles ("GAAP"), such as net income (loss) applicable to
common shareholders.
The information in this Report, including the exhibit attached hereto,
is being furnished and 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 liabilities of that Section, and such information shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release of Metretek Technologies, Inc., issued
May 16, 2005, announcing its first quarter 2005
financial results.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
METRETEK TECHNOLOGIES, INC.
By: /s/ W. Phillip Marcum
----------------------------------------
W. Phillip Marcum
President and Chief Executive Officer
Dated: May 16, 2005
3