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): SEPTEMBER 24, 2003
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-19793 84-11698358
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(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
600 17th STREET, SUITE 800 NORTH, DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 416-9200
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On September 24, 2003, Metretek Technologies, Inc., a Delaware
corporation (the "Company"), restructured its $3,000,000 credit facility (the
"Credit Facility") with Wells Fargo Business Credit, Inc., a Minnesota
corporation (the "Lender"), by:
- adding PowerSecure, Inc., a Delaware corporation and
majority-owned subsidiary of the Company ("PowerSecure"), as
an additional borrower under the Credit Facility through a
Credit and Security Agreement (the "PowerSecure Credit
Agreement") between the Lender and PowerSecure, which added
certain eligible accounts receivable of PowerSecure to the
borrowing base of the Credit Facility; and
- amending the Credit and Security Agreements, as amended,
between the Lender and each of Southern Flow Companies, Inc.,
a Delaware corporation and wholly-owned subsidiary of the
Company ("Southern Flow"), and Metretek, Incorporated, a
Florida corporation and wholly-owned subsidiary of the Company
("Metretek Florida"), to extend the maturity dates thereof to
September 30, 2006, and to make certain other changes
discussed below.
The $3,000,000 maximum borrowing capacity under the Credit Facility was
not changed in the Credit Facility restructuring, although the additional assets
of PowerSecure included in the borrowing base are intended to facilitate
increased borrowing capacity, up to the maximum limit.
The obligations of PowerSecure under the PowerSecure Credit Agreement
have been guaranteed by the Company along with its subsidiaries Southern Flow,
Metretek Florida and Metretek Contract Manufacturing Company, Inc., a Florida
corporation ("MCM") (collectively, the "Guarantors"). These guarantees have been
secured by a guaranty agreement ("Guaranty") and a security agreement ("Security
Agreement") entered into by each of the Guarantors, along with a subordination
agreement (the "Subordination Agreement") entered into by the Company. The
Security Agreements grant to the Lender a first priority security interest in
virtually all of the assets of each of the Guarantors. The PowerSecure Credit
Facility is further secured by a first priority security interest in virtually
all of the assets of PowerSecure.
The PowerSecure Credit Agreement contains financial covenants by
PowerSecure to maintain a minimum tangible net worth and minimum net income
levels and maximum capital expenditures. The PowerSecure Credit Agreement
contains other standard covenants related to PowerSecure's operations, including
prohibitions on the payment of dividends, the sale of assets and other corporate
transactions by PowerSecure, without the Lender's consent.
Borrowings under the PowerSecure Credit Agreement are limited to a
borrowing base equal to 80% of PowerSecure's eligible accounts receivable. As of
September 24, 2003, PowerSecure had a borrowing base of approximately $1,631,000
under the PowerSecure Credit Agreement, and the aggregate borrowing base under
the aggregate Credit Facility was $3 million, of which $1,240,000 had been
borrowed as of such date.
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PowerSecure is permitted to advance funds under the PowerSecure Credit
Agreement to Guarantors, provided that after making such advances the Credit
Facility availability is not less than $100,000 and that total advances to the
Guarantors do not exceed $800,000 during 2003. The Credit Facility, which
constitutes the Company's primary credit agreement, has been used and is
expected to continue to be used primarily to fund the operations and growth of
the Company's subsidiaries, especially PowerSecure and MCM.
In connection with the restructuring of the Credit Facility, Southern
Flow and Metretek Florida each amended their respective Credit and Security
Agreements with the Lender to extend the maturity dates thereof until September
30, 2006 and to work in conformity with the PowerSecure Credit Agreement. In
addition, the Metretek Florida Credit and Security Agreement was amended to
modify and reduce the financial covenants of Metretek Florida related to minimum
tangible net worth and minimum net income.
The foregoing description of the Credit Facility, including the
PowerSecure Credit Agreement, the Guaranties, the Security Agreements and the
Amendments to Credit and Security Agreements, is qualified in its entirety by
reference to the text of such agreements, which are attached as exhibits hereto
and incorporated herein by this reference.
All forward-looking statements contained in this Form 8-K, are 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 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; the effects of the resolution of pending and
future litigation and disputes; changes in the energy industry in general and
the natural gas and electricity markets in 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 recent Form 10-KSB and subsequently filed Form 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 Form 8-K speak only as of the date hereof and
are based on the current plans, goals, objectives, strategies, intentions,
expectations and
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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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
10.1 Credit and Security Agreement, dated as of September
24, 2003, by and between Wells Fargo Business Credit,
Inc. and PowerSecure, Inc.
10.2 Form of Guaranty, dated as of September 24, 2003, by
each of Metretek Technologies, Inc., Southern Flow
Companies, Inc., Metretek, Incorporated and Metretek
Contract Manufacturing Company, Inc. for the benefit
of Wells Fargo Business Credit, Inc.
10.3 Form of Security Agreement, dated as of September 24,
2003, between Wells Fargo Business Credit, Inc. and
each of Metretek Technologies, Inc., Southern Flow
Companies, Inc., Metretek, Incorporated and Metretek
Contract Manufacturing Company, Inc.
10.4 Fourth Amendment to Credit and Security Agreement,
dated as of September 24, 2003, by and between Wells
Fargo Business Credit, Inc. and Southern Flow
Companies, Inc.
10.5 Second Amendment to Credit and Security Agreement,
dated as of September 24, 2003, by and between Wells
Fargo Business Credit, Inc. and Metretek,
Incorporated
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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
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W. Phillip Marcum
President and Chief Executive Officer
Dated: October 3, 2003
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METRETEK TECHNOLOGIES, INC.
FORM 8-K
DATED SEPTEMBER 24, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Credit and Security Agreement, dated as of September 24, 2003,
by and between Wells Fargo Business Credit, Inc. and
PowerSecure, Inc.
10.2 Form of Guaranty, dated as of September 24, 2003, by each of
Metretek Technologies, Inc., Southern Flow Companies, Inc.,
Metretek, Incorporated and Metretek Contract Manufacturing
Company, Inc. for the benefit of Wells Fargo Business Credit,
Inc.
10.3 Form of Security Agreement, dated as of September 24, 2003,
between Wells Fargo Business Credit, Inc. and each of Metretek
Technologies, Inc., Southern Flow Companies, Inc., Metretek,
Incorporated and Metretek Contract Manufacturing Company, Inc.
10.4 Fourth Amendment to Credit and Security Agreement, dated as of
September 24, 2003, by and between Wells Fargo Business
Credit, Inc. and Southern Flow Companies, Inc.
10.5 Second Amendment to Credit and Security Agreement, dated as of
September 24, 2003, by and between Wells Fargo Business
Credit, Inc. and Metretek, Incorporated
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