8-K

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): February 5, 2004

METRETEK TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-19793	84-11698358
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

303 East 17th Street, 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)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

Item 7. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release of Metretek Technologies, Inc., issued February 5, 2004, announcing updated fiscal 2004 financial guidance.

99.2 Investment Presentation, dated February 5, 2004, of Metretek Technologies, Inc.

Item 9. Regulation FD Disclosure

     On February 5, 2004, Metretek Technologies, Inc., a Delaware corporation (the “Company”), issued a press release updated guidance on fiscal 2004 first quarter and full-year financial results. The full text of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

     In addition, on February 5, 2004, the executive officers of the Company gave an investment presentation, and may give the investment presentation from time to time in the near future, to investment analysts and other members of the financial and investment community. The investment presentation contains information about the business, operations, financial results and prospects of the Company and its subsidiaries, including recent updated financial guidance for fiscal 2004. The full text of the investment presentation is attached hereto as Exhibit 99.2 and incorporated herein by this reference and is also available on the Company’s website at www.metretek.com.

     This Report includes forward-looking statements made within the meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical facts, including statements concerning the plans, intentions, expectations, projections, hopes, beliefs, objectives, goals and strategies of management, such as statements about future earnings, revenues, and other future financial and non-financial items, performance or events; statements about proposed products, services, technologies or businesses; and statements of assumptions underlying any of the foregoing. Forward-looking statements are not guarantees of future performance or events and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed, projected or implied by such forward-looking statements. Important risks, uncertainties and other factors include, but are not limited to, the Company’s ability to obtain sufficient capital and liquidity on favorable terms, to meet its operating, working capital and debt service requirements and to fund the growth of its business; the effects of the resolution of pending and future litigation and claims against the Company, including a class action lawsuit; the timely and successful development, production and market acceptance of new and enhanced products, services and technologies of the Company; the Company’s ability to attract, retain and motivate key personnel; the effects of competition in the Company’s current and anticipated markets; changes in the energy industry in general and the natural gas and electricity markets in

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particular; the ability of the Company to secure and maintain key contracts and relationships; general economic, market and business conditions; and other factors, risks, and uncertainties described from time to time in the Company’s reports and filings with the Securities and Exchange Commission, including but not limited to the Company’s most recently filed Form 10-KSB and subsequently filed Form 10-Ks, 10-Qs and 8-Ks. Accordingly, there can be no assurance that the results expressed, projected or implied by any forward-looking statements will be achieved, and readers are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements in this Report speak only as of the date hereof and are based on the current plans, goals, objectives, strategies, intentions, expectations and assumptions of, and the information currently available to, management. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason, whether as the result of changes in expectations, new information, future events, conditions or circumstances or otherwise.

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SIGNATURE

     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: February 5, 2004

4 EX-99.1 3 l05442aexv99w1.htm EXHIBIT 99.1

Exhibit 99.1

W. Phillip Marcum, Chairman and CEO	Philip Bourdillon/Eugene Heller
Metretek Technologies, Inc.	Silverman Heller Associates
303-785-8080	310-208-2550

METRETEK TECHNOLOGIES UPDATES 2004 GUIDANCE

DENVER – Feb. 5, 2004 – Metretek Technologies, Inc. (OTCBB: MTEK) today issued updated guidance for the year ending December 31, 2004. The Company now expects to report earnings in excess of $0.10 per share on revenues of $45 million to $50 million.

The Company has not yet reported financial results for 2003, but it has previously said that for the twelve months ended December 31, 2003, it expects to report a loss of $0.03 to $0.06 per share on revenues of approximately $39 million. For the nine months ended September 30, 2003, Metretek reported a loss of $184,000, or $0.03 per share, on revenues of $30.6 million.

“In recent years,” said W. Phillip Marcum, chairman and chief executive officer, “business in the first quarter of the year has typically been rather soft. First-quarter 2004 is not expected to be an exception, although it is expected to be a considerable improvement over the comparable period a year ago.” According to Marcum, for the quarter ending March 31, 2004, the Company expects to report a loss of approximately $0.05 per share on revenues of approximately $9.0 million, compared to a loss of $0.14 per share on revenues of $7.4 million in the first quarter of 2003.

Metretek Technologies, Inc. through its subsidiaries — PowerSecure, Inc.; Metretek, Incorporated; and Southern Flow Companies, Inc. — designs and markets remote data-collection products and data-management systems tailored to the diverse needs of a variety of industrial and commercial customers, including users and suppliers of natural gas and electricity.

All forward-looking statements contained in this press release, including but not limited to statements regarding expected revenues and earnings for the first-quarter and full-year of the Company’s fiscal 2004, are made within the meaning of and under the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance or events and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed, projected or implied by such forward-looking statements, including but not limited to those identified from time to time in the Company’s most recent Form 10-KSB and Form 10-Q and its other reports and filings with the Securities and Exchange Commission. Accordingly, there can be no assurance that the results expressed, projected or implied by any forward looking statements will be achieved, and readers are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof and are based on the current plans, goals, objectives, strategies, intentions, expectations and assumptions of, and the information currently available to, management. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason, whether as the result of changes in expectations, new information, future events, conditions or circumstances or otherwise.

# # #

EX-99.2 4 l05442aexv99w2.htm EXHIBIT 99.2

Exhibit 99.2

Cautionary Note Regarding Forward-Looking Statements All forward-looking statements contained in this presentation are made within the meaning of and under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical facts, including but not limited to statements regarding financial expectations for Metretek Technologies, Inc. fiscal-year 2003 and 2004. Forward-looking statements are not guarantees of future performance or events and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed, projected, or implied by such forward-looking statements. Important risks, uncertainties, and other factors include, but are not limited to, the Company's ability to develop and market the products and services of its subsidiaries to complete the projects and deliver the services and obtain the anticipated financial results, the company's ability to obtain sufficient capital and liquidity on favorable terms, the effects of competition and customer and industry demand or preference and purchasing patterns, the Company's ability to attract, retain, and motivate key personnel, the ability of the Company to secure and maintain key contracts, relationships and alliances and to make successful acquisitions, the effects of the resolution of pending and future litigation and disputes, general economic, market, and business conditions; and other factors identified from time to time in the company's reports and filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10- KSB for the period ended December 31, 2002, and subsequent Forms 10-K, Forms10-Q and Forms 8-K. Accordingly, there can be no assurance that the results expressed, projected, or implied by any forward-looking statements will be achieved, and readers are cautioned not to place undue reliance on any forward-looking statements. The forward- looking statements in this presentation speak only as of the date hereof and are based on current plans, goals, objectives, strategies, intentions, expectations, and assumptions of, and the information currently available to management. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason, whether as the result of changes in expectations, new information, future events, conditions or circumstances or otherwise.

Metretek Technologies, Inc. Market/Capitalization Information* Common Shares 6.0 million Recent Price $2.30 OTCBB MTEK Preferred Stock O/S $9.2 million Preferred Conv. Price $3.06 Common Shares, assuming Preferred Conversion 9.2 million L/T debt $4.9 million *As of September 30, 2003.

Metretek Technologies, Inc. Operational Organization Chart Stability Growth Opportunities

Metretek Technologies, Inc. Corporate Challenges Resolution of Preferred Stock Establish Effective Sales Channels and Traction in InvisiConnect/DCM 100 Product Line Complete Settlement of Class Action Lawsuit Expand Geographic Growth in PowerSecure Stabilize Quarterly Revenues and Earnings Address Common Stock Liquidity Issues

Stability Southern Flow Companies, Inc. Oil Field Service Company Natural Gas Measurement Services to Producers In Business Since 1953 Predictable/Stable Performance and Profits Growth Generally tied to Natural Gas Prices Revenues +/- $12 million; Net Income +/- $1.5 million Foundation of MTEK

Southern Flow Companies, Inc. Source: DOE/EIA 12/2003 Release. 1994-2003 Data is actual.

Growth Opportunities PowerSecure, Inc.-Interactive Distributed Generation(r) Metretek, Incorporated Telemetry Products Specialty Contract Manufacturing

PowerSecure, Inc. Interactive Distributed Generation(r) Provides onsite power generation facilities to industrial and commercial customers Power generation facilities used by customers for both "backup" power and for peak-shaving "Backup" power provides customer with power security and reliability Peak-shaving allows customer to realize savings in electricity costs Investment cost is recovered from energy savings

PowerSecure, Inc. Expertise and Capabilities PowerSecure Staff Capabilities Engineering Design, Specification and Documentation Utility Rate Analysis Project Financial/ROI analysis Project installation and management Proprietary Advanced Switchgear (NexGear(r) ), Paralleling and Operational Controls Proprietary Interconnection solutions

PowerSecure, Inc. Interactive Distributive Generation(r) (IDG) Remote monitoring and dispatching system Facilitates Peak-Load management and system reliability Accommodates energy savings via peak shaving/peak avoidance management

PowerSecure, Inc. Interactive Distributed Generation(r)

PowerSecure, Inc. Unique Business Model Attributes Touches customers via Partnerships with well-established companies in the energy business National Partnerships with: Large Generator Manufacturer Large Electrical Components Manufacturer Fully Integrated, Full Service Business Model Engineering, Utility Rate Negotiation, Economic Analysis/justification, Environmental Permitting, Project Management, Construction Services Operational Support Remote Management and Monitoring, Remote Dispatching of Generators, Peak shaving and Peak avoidance management, maintenance, etc.

PowerSecure, Inc. Operational Information 2002 Revenues of $8.2 million Est. 2003 Revenues of $17.5 million, with net income of $1.0 million. Installation of 115 systems since inception of the business in 2001. Installation of 50 systems in 2003. Installation Size Range: 125 KW to 11,000 KW 120 MW installed since inception

Metretek, Incorporated Historical Focus Historical Operations Focused on: Remote reading of Commercial and Industrial natural gas meters Natural gas measurement Remote monitoring and notification of field based assets

Metretek, Incorporated New Initiatives M2M Metretek has introduced new Telemetry and Machine to Machine (M2M) connectivity solutions DCM 200 to specifically address the electric segment of the energy market DCM 100 and InvisiConnect to provide transparent solutions to many other markets and market segments including overlap with energy accounts that do not have our data collection software installed Expansion of Contract Manufacturing Business

Metretek, Incorporated New Telemetry/M2M Products Products Wireless Digital Cellular Electronics & Internet enabled Software Functions Measurement, Control, and Communications Markets Energy, Traffic, Security, Water Mgt, etc. Applications Energy - SCADA, AMR, Demand Response, Pressure Recording, Cathodic Protection, Level Sensing, SCADA, etc. Traffic - Intersection signal controllers, signs, bridges, etc. Security - Access control, inventory control, imaging, etc. Water Mgt - SCADA, Flood Control, Waste Water and Sewage monitoring

Metretek, Incorporated NewTelemetry/M2M Products April 2003 introduction of DCM 200 Market segmented targeted - Energy/Electric IOU Upgraded electronics platform Digital Communications utilizing 3G Technology Initial Options for GSM & CDMA base infrastructure Provides customer with real time access to remote device via digital cellular and the internet 6,000 units sold

Metretek, Incorporated New Telemetry/M2M Products-Cont. Fall 2003 introduction of DCM 100 and InvisiConnect Software Product Modified to attach to numerous types of remote field hardware InvisiConnect Software developed--seamless transfer of data from DCM 100 to legacy data collection software Initial Market--replacement of data collection equipment that is currently transferring data over analog cellular networks Domestic replacement market driven by extinction of analog cellular networks by carriers (ATT, etc.) Domestic replacement market may be several hundred thousand sites Additional opportunities in OEM market and International Markets

Typical Analog Cellular Schematic Analog Cell Modem Application Server (Data Collection Software) Field Device Critical Business Processes & Applications Billing, Load Control, System Mgmt, Etc. Analog Client (Electric Utility) AMR Client Systems

InvisiConnect Application- Replacement Market Field Device Critical Business Processes & Applications Billing, Load Control, System Mgmt, Analog Client (Electric Utility) AMR Client Systems DCM100 InvisiConnect Software- Converts Data From IP and Passes to Legacy Data Collection System GSM or CDMA Radio Internet Protocol Data IP Data via Internet RS 232 Connection

Metretek, Incorporated New Telemetry/M2M Products-Cont. DCM 100/InvisiConnect Complete Turn Key Hardware and Software Solution No other product known to have flexibility to seamlessly and transparently provide wireless IP Connectivity to existing field devices and legacy host applications Engineered and designed to maximize overall efficiencies inherent in 3G networks Patent Work in Progress Leverage wireless carrier sales force Partner with other OEM's and/or Systems Integrators

Metretek, Incorporated Metretek Contract Manufacturing (MCM) Strategy-Leverage core competency in manufacturing of moderate volume, high mix Printed Circuit Boards (PCB) and complex-box build assemblies Hired New Management in Spring 2002 Upgraded and expanded PCB manufacturing and assembly line in Winter 2002 Developed and expanded customer base throughout 2003 Scheduled to add new production line in early 2004 Revenues from CM operations expected to be major contributor to 2004 operations

Metretek Technologies, Inc. Financial Guidance MTEK $ 39 million in sales $(0.03) to $(0.06) per share* * per third quarter (09/30/03) financial guidance after consideration of corporate overhead and preferred stock dividends Year Ended December 31, 2003* (Not being updated at this time) Quarter Ended December 31, 2003* MTEK-Breakeven to loss of $(0.03) on sales of approximately $9 million

Metretek Technologies, Inc. Updated 2004 Financial Guidance Year ended December 31, 2004 Quarter Ended March 31, 2004 Sales of $45-$50 million, with EPS to exceed $.10 per share Sales of approximately $9 million, with a loss per share of approximately $.05 Near term, quarter to quarter results will continue to vary substantially due to the nature of MTEK businesses. However, the 1st quarter 2004 results will compare favorably to 1st Quarter 2003 (loss of $.14 per share on sales of $7.4 million)

Metretek Technologies, Inc. Market/Capitalization Information* Common Shares 6.0 million Recent Price $2.30 OTCBB MTEK Preferred Stock O/S $9.2 million Preferred Conv. Price $3.06 Common Shares, assuming Preferred Conversion 9.2 million L/T debt $4.9 million *As of September 30, 2003.

More Details on the Business of Metretek and Its Subsidiaries: http://www.metretek.com

EX-99.1

EXHIBIT 99.1

EX-99.2

EXHIBIT 99.2