UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2007
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-12014
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84-1169358 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S Employer |
| of incorporation)
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Identification No.) |
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| 1609 Heritage Commerce Court, Wake Forest, North Carolina
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27587 |
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(Zip code) |
Registrant’s telephone number, including area code: (919) 556-3056
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):
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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)) |
Item 2.02 Results of Operations and Financial Condition.
On August 8, 2007, Metretek Technologies, Inc., a Delaware corporation (the “Company”), issued
a press release announcing its financial results for the second quarter ended June 30, 2007 and
that it is holding a conference call regarding these financial results at 11:00 a.m., Eastern time,
on August 8, 2007. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
The attached press release contains references to non-GAAP income from continuing operations
and non-GAAP income from continuing operations per share information, which are non-GAAP financial
measures that refer to the Company’s income from continuing operations or per share information
excluding restructuring costs related to the recent retirements of the Company’s founders and the
relocation of the Company’s principal executive offices from Denver to Wake Forest.
By eliminating the restructuring expenses in 2007 that are non-recurring and not indicative of
the results of the Company’s operations, the Company believes non-GAAP income from continuing
operations and non-GAAP income from continuing operations per share
are useful tools permitting management and the board of directors to measure, monitor
and evaluate the Company’s operating performance and to make operating decisions. Non-GAAP income
from continuing operations and non-GAAP income from continuing
operations per share are also used by management to assist it in planning and forecasting
future operations and making future operating decisions.
The Company also believes that non-GAAP income from continuing operations and non-GAAP income from continuing operations per share provide meaningful
information to investors in terms of enhancing their understanding of the Company’s core operating
performance and results and allowing investors to more easily compare the Company’s financial
performance on an operating basis in different fiscal periods. However, non-GAAP income from
continuing operations and non-GAAP income from continuing operations per share as defined by the Company may not be directly comparable to similarly defined
measures as reported by other companies. Non-GAAP income from continuing operations and non-GAAP income from continuing operations per share should be
considered only as supplements to, and not as substitutes for or in isolation from, other
measures of financial information prepared in accordance with GAAP,
such as GAAP income, GAAP income per share, GAAP
income from continuing operations and GAAP income from continuing
operations per share.
The information in this Item 2.02, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
The attached press release also contains forward-looking statements relating to the Company’s
future performance. A more thorough discussion of certain risks, uncertainties and other factors
that may affect the Company’s operating results is included under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and subsequently
filed reports, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, with the
Securities and Exchange Commission. Additional information will be included under those
captions in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, which
will be filed with the SEC on or shortly after August 8, 2007.
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