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 6, 2002
METRETEK TECHNOLOGIES, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 0-19793 84-11698358
---------------------------- ------------------------ ---------------
(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
600 17TH STREET, SUITE 800 NORTH, DENVER, COLORADO 80202
----------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 416-9200
--------------
NOT APPLICABLE
-------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On September 6, 2002, Metretek, Incorporated, a Florida corporation
("Metretek Florida"), which is a wholly-owned subsidiary of Metretek
Technologies, Inc., a Delaware corporation (the "Company"), entered into a
Credit and Security Agreement (the "Credit Agreement") with Wells Fargo Business
Credit, Inc., a Minnesota corporation (the "Lender"), providing for a $1,000,000
credit facility (the "Credit Facility"). Amounts borrowed under the Credit
Facility bear interest at prime plus two percent. The Credit Facility contains
minimum interest charges and unused credit line and termination fees, and
matures on September 30, 2004. The Credit Facility operates as an extension of
the $2,000,000 credit facility with the Lender, which was entered into in 2001
in a similar credit arrangement (the "2001 Credit Facility") between the Lender
and Southern Flow Companies, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("Southern Flow").
The obligations of Metretek Florida under the Credit Agreement have
been guaranteed by the Company along with its subsidiaries Southern Flow,
PowerSecure, Inc., a Delaware corporation ("PowerSecure"), 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 Credit Facility is further secured by a first priority
security interest in virtually all of the assets of Metretek Florida. The
Subordination Agreement subordinates the payment of any indebtedness of Metretek
Florida to the Company to the repayment of the Credit Facility by Metretek
Florida.
The Credit Agreement contains financial covenants by Metretek Florida
to maintain a minimum tangible net worth, minimum net income levels and maximum
capital expenditures through 2002. The Credit Agreement contains other standard
covenants related to Metretek Florida's operations, including prohibitions on
the payment of dividends, the sale of assets and other corporate transactions by
Metretek Florida, without the Lender's consent.
Borrowings under the Credit Facility are limited to a borrowing base
equal to 80% of Metretek Florida's eligible accounts receivable. As of September
6, 2002, Metretek Florida had a borrowing base of approximately $571,000 under
the Credit Facility.
Metretek Florida is permitted to advance funds under the Credit
Facility 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 $500,000 during 2002. The Credit Facility, which
along with the 2001 Credit Facility constitutes the Company's primary credit
agreement, is expected to be used primarily to fund the operations and growth of
PowerSecure, as well as the operations of Metretek Florida and Southern Flow.
While the Credit Facility will restrict the ability of the Company to
sell or finance its subsidiaries without the consent of the Lender, in the event
that the Company is able to secure debt or equity financing for a subsidiary
that is a Guarantor or the sale or merger of such
2
subsidiary and such subsidiary repays all advances made to it by Metretek
Florida, then the Lender has agreed to terminate the applicable restrictions in
the Credit Facility relating to such subsidiary as a Guarantor.
The foregoing description of the Credit Facility, including the Credit
Agreement, the Guaranties and the 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, including
statements concerning future results, 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 ability of the Company to benefit from organizational changes at
its Metretek, Incorporated subsidiary; 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 Form 10-QSB and subsequently filed 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 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.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
10.1 Credit and Security Agreement, dated as of September
6, 2002, by and between Wells Fargo Business Credit,
Inc. and Metretek, Incorporated
10.2 Form of Guaranty, dated as of September 6, 2002, by
each of Metretek Technologies, Inc., PowerSecure,
Inc., Southern Flow Companies, Inc. 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 6,
2002, between Wells Fargo Business Credit, Inc. and
each of Metretek Technologies, Inc., PowerSecure,
Inc., Southern Flow Companies, Inc. and Metretek
Contract Manufacturing Company, Inc.
4
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: September 10, 2002
5
METRETEK TECHNOLOGIES, INC.
FORM 8-K
DATED SEPTEMBER 6, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Credit and Security Agreement, dated as of September 6, 2002,
by and between Wells Fargo Business Credit, Inc. and Metretek,
Incorporated
10.2 Form of Guaranty, dated as of September 6, 2002, by each of
Metretek Technologies, Inc., PowerSecure, Inc., Southern Flow
Companies, Inc. 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 6, 2002,
between Wells Fargo Business Credit, Inc. and each of Metretek
Technologies, Inc., PowerSecure, Inc., Southern Flow
Companies, Inc. and Metretek Contract Manufacturing Company,
Inc.
6