UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2005
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
17thAvenue, 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
This Form
8-K/A is being filed to amend and restate Exhibit 99.1 of the
Form 8-K filed earlier on November 14, 2005.
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2005, Metretek Technologies, Inc., a Delaware corporation (the “Company”),
issued a press release announcing its financial results for the third quarter ended September 30,
2005. 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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Press Release of Metretek Technologies, Inc., issued November 14,
2005, announcing its third quarter 2005 financial results. |
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