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): August 11, 2006
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-19793
(Commission File Number)
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84-11698358
(IRS Employer
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):
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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)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2006, Metretek Technologies, Inc., a Delaware corporation (the “Company”),
issued a press release announcing its financial results for the second quarter ended June 30, 2006
and updated financial guidance. 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 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.
The attached press release also contains forward-looking statements relating to the Company’s
performance during fiscal year 2006. 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, 2005
and subsequently filed Quarterly Reports on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release of Metretek Technologies, Inc., issued August 11,
2006, announcing its second quarter 2006 financial results. |
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