<PAGE>   1

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                   FORM 10-QSB

         (Mark One)
         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

              FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       or

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                         Commission File Number 0-19793

                           METRETEK TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

             DELAWARE                                            84-1169358
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)

     1675 Broadway, Suite 2150
          Denver, Colorado                                         80202
(Address of principal executive offices)                        (Zip code)

                                  (303)592-5555
                (Issuer's telephone number, including area code)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                                Yes [X]            No [ ]

     As of July 31, 2000 there were 5,198,675 shares of the issuer's Common
Stock outstanding.

     Transitional Small Business Disclosure Format

                                Yes [ ]            No [X]
--------------------------------------------------------------------------------
<PAGE>   2

                           METRETEK TECHNOLOGIES, INC.

                                   FORM 10-QSB
                                TABLE OF CONTENTS

                                                                          Page

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Unaudited Consolidated Balance Sheets -
                  June 30, 2000 and December 31, 1999                        3

         Unaudited Consolidated Statements of Operations -
                  For the Three Months Ended June 30, 2000 and
                           June 30, 1999
                  For the Six Months Ended June 30, 2000 and
                           June 30, 1999                                     5

         Unaudited Consolidated Statements of Cash Flows -
                  For the Six Months Ended June 30, 2000 and
                           June 30, 1999                                     6

         Notes to Unaudited Consolidated Financial Statements                7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                12


PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds                          24

Item 4.  Submission of Matters to a Vote of Security Holders                25

Item 6.  Exhibits and Reports on Form 8-K                                   25

Signatures                                                                  26

                                       2
<PAGE>   3

                                     PART I.
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                  METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                            June 30,               December 31,
                                                                              2000                    1999
                                                                          ------------           ---------------
<S>                                                                       <C>                     <C>
ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                            $  3,568,505            $    361,658
     Trade receivables, less allowance for doubtful accounts
         of $107,126 and $125,573, respectively                              3,728,793               3,802,818
     Other receivables                                                               -                   2,818
     Inventories                                                             4,239,539               4,155,429
     Net assets of discontinued operations                                     690,918                 338,455
     Prepaid expenses and other current assets                                 322,424                 435,734
                                                                          ------------            ------------
         Total current assets                                               12,550,179               9,096,912
                                                                          ------------            ------------

PROPERTY, PLANT AND EQUIPMENT, AT COST:
     Equipment                                                               3,729,793               2,453,492
     Vehicles                                                                   46,630                  52,277
     Furniture and fixtures                                                    564,115                 508,490
     Land, building and improvements                                           816,760                 718,604
                                                                          ------------            ------------
         Total                                                               5,157,298               3,732,863
     Less accumulated depreciation                                           2,374,019               2,179,015
                                                                          ------------            ------------

         Property, plant and equipment, net                                  2,783,279               1,553,848
                                                                          ------------            ------------

OTHER ASSETS:
     Customer lists (net of accumulated amortization
       of $3,178,561 and $2,955,939, respectively)                           5,714,326               5,936,948
     Goodwill and other intangibles (net of accumulated
       amortization of $1,307,794 and $1,048,676, respectively)              4,551,992               2,842,036
     Other assets                                                              183,424                 180,690
                                                                          ------------            ------------

         Total other assets                                                 10,449,742               8,959,674
                                                                          ------------            ------------

TOTAL                                                                      $25,783,200             $19,610,434
                                                                          ============            ============
</TABLE>

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>   4
                  METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            June 30,                December 31,
                                                                              2000                      1999
                                                                              ----                      ----

<S>                                                                       <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                     $  2,397,034          $      658,900
     Accrued and other liabilities                                           2,250,877               1,365,240
     Current portion of notes payable                                          410,229                      -
                                                                          ------------            ------------

         Total current liabilities                                           5,058,140               2,024,140
                                                                          ------------            ------------

LONG-TERM NOTES PAYABLE                                                        333,333                 869,968
                                                                          ------------            ------------

COMMITMENTS AND CONTINGENCIES                                                        -                       -

MINORITY INTEREST IN SUBSIDIARY                                                183,727                       -
                                                                          ------------            ------------

REDEEMABLE PREFERRED STOCK - SERIES B,
  $.01 PAR VALUE; AUTHORIZED, 1,000,000 SHARES;
  7,000 AND 1,450 ISSUED AND OUTSTANDING
  RESPECTIVELY; REDEMPTION VALUE $1,000
  PER SHARE                                                                  6,535,221               1,457,310
                                                                          ------------            ------------

STOCKHOLDERS' EQUITY:
     Redeemable Preferred Stock - undesignated, $.01 par value;
         authorized, 2,000,000 shares; none issued and outstanding
     Redeemable Preferred Stock - Series C, $.01 par value; authorized,
         500,000 shares; none issued and outstanding
     Common Stock, $.01 par value; authorized, 25,000,000 shares;
         issued and outstanding, 5,183,775 and 3,784,045
         shares, respectively                                                   51,837                  37,840
     Additional paid-in capital                                             47,063,355              40,434,688
     Accumulated other comprehensive loss                                       (5,926)                 (4,098)
     Accumulated deficit                                                   (33,436,487)            (25,209,414)
                                                                          ------------            ------------

         Total stockholders' equity                                         13,672,779              15,259,016
                                                                          ------------            ------------




TOTAL                                                                     $ 25,783,200            $ 19,610,434
                                                                          ============            ------------

See notes to unaudited consolidated financial statements.
</TABLE>

                                       4
<PAGE>   5

                  METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months Ended              Six Months Ended
                                                       ---------------------------      -----------------------
                                                          June 30,        June 30,        June 30,       June 30,
                                                           2000            1999             2000            1999
                                                       -----------     -----------      -----------    -----------
<S>                                                    <C>             <C>              <C>            <C>
REVENUES:
     Natural gas measurement sales and services        $ 5,547,312     $ 4,937,494     $ 10,155,896    $ 9,892,164
     Other                                                 197,327           7,254          231,141         18,111
                                                       -----------     -----------     ------------    -----------
         Total revenues                                  5,744,639       4,944,748       10,387,037      9,910,275
                                                       -----------     -----------     ------------    -----------

COSTS AND EXPENSES:
     Cost of measurement sales and services              4,072,422       3,169,534        7,543,886      6,830,257
     General and administrative                          1,338,389         783,963        2,616,452      1,650,727
     Selling, marketing and service                        531,838         568,277        1,028,408      1,039,120
     Depreciation and amortization                         374,211         317,684          689,692        636,522
     Research and development                            3,947,696         289,224        7,332,439        563,867
     Interest, finance charges and other                    34,124          68,101           79,656        144,857
                                                       -----------     -----------     ------------    -----------
         Total costs and expenses                       10,298,680       5,196,783       19,290,533     10,865,350
                                                       -----------     -----------     ------------    -----------

LOSS FROM OPERATIONS BEFORE
   MINORITY INTEREST AND TAXES                          (4,554,041)       (252,035)      (8,903,496)      (955,075)

MINORITY INTEREST IN NET LOSS                              580,615               -          676,416              -

INCOME TAXES                                                     -               -                -              -
                                                       -----------     -----------     ------------    -----------

NET LOSS                                                (3,973,426)       (252,035)      (8,227,080)      (955,075)
                                                       -----------     -----------     ------------    -----------

PREFERRED STOCK DEEMED DISTRIBUTION                     (2,564,202)              -       (5,077,911)             -
                                                       -----------     -----------     ------------    -----------

NET LOSS ATTRIBUTABLE TO COMMON
     SHAREHOLDERS                                      $(6,537,628)    $  (252,035)    $(13,304,991)   $  (955,075)
                                                       ===========     ===========     ============    ===========

NET LOSS PER COMMON SHARE:
     Basic                                                  $(1.27)         $(0.07)          $(2.75)        $(0.27)
                                                       ===========     ===========     ============    ===========
     Diluted                                                $(1.27)         $(0.07)          $(2.75)        $(0.27)
                                                       ===========     ===========     ============    ===========

WEIGHTED AVERAGE BASIC AND
  DILUTED COMMON SHARES
  OUTSTANDING                                            5,140,093       3,472,583        4,841,335      3,474,031
                                                       ===========     ===========     ============    ===========
</TABLE>




See notes to unaudited consolidated financial statements.

                                       5
<PAGE>   6
                  METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                                      June 30,
                                                                           ------------------------------------
                                                                                2000                    1999
                                                                                ----                    ----
<S>                                                                      <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                            $  (8,227,080)           $   (955,075)
     Adjustments to reconcile net loss to net cash
       (used) provided by continuing operations:
         Depreciation and amortization                                         689,692                 636,522
         Minority interest in PowerSpring                                     (676,416)                      -
         Stock based compensation expense                                       66,387                       -
         Loss on disposal of property, plant and equipment                      13,023                     417
     Changes in other assets and liabilities, net of effect of acquisition:
         Trade receivables                                                     177,204               1,121,132
         Inventories                                                           (84,110)                 49,744
         Other current assets                                                   46,856                  99,054
         Other noncurrent assets                                                 2,886                   3,980
         Accounts payable                                                    1,694,626                (353,077)
         Accrued and other liabilities                                         884,309                  35,782
                                                                         -------------            ------------
         Net cash (used) provided by continuing operations                  (5,412,623)                638,479
         Net cash used by discontinued operations                             (352,463)                 (6,225)
                                                                         -------------            ------------
              Net cash (used) provided by operating activities              (5,765,086)                632,254
                                                                         -------------            ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition                                                              (441,583)                      -
     Additions to property, plant and equipment                             (1,447,650)               (121,417)
     Proceeds from sale of property, plant and equipment                        11,249                   7,800
                                                                         -------------            ------------
         Net cash used by investing activities                              (1,877,984)               (113,617)
                                                                         -------------            ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from private placement                                    10,579,585                       -
     Payments on notes payable to bank                                        (273,658)               (509,499)
     Exercise of stock options and warrants                                    543,990
     Repurchase of Common Stock                                                      -                 (60,571)
     Payments on capital lease obligations                                           -                  (1,158)
                                                                         -------------            ------------
         Net cash provided (used) by financing activities                   10,849,917                (571,228)
                                                                         -------------            ------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                                3,206,847                 (52,591)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                    361,658                 639,448
                                                                         -------------            ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $ 3,568,505             $   586,857
                                                                         =============            ============
</TABLE>




See notes to unaudited consolidated financial statements.


                                       6
<PAGE>   7
                  METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                    As of June 30, 2000 and December 31, 1999
          For the Three Month Periods Ended June 30, 2000 and 1999 and
             For the Six Month Periods Ended June 30, 2000 and 1999


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying consolidated financial statements include the accounts
of Metretek Technologies, Inc. and its subsidiaries, primarily Metretek,
Incorporated ("Metretek"), Southern Flow Companies, Inc. ("Southern Flow") and
PowerSpring, Inc. ("PowerSpring"), and have been prepared pursuant to rules and
regulations of the Securities and Exchange Commission. The accompanying
consolidated financial statements and notes thereto should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999.

         Minority interest amounts included in the consolidated financial
statements represent an outside shareholder's 12.5% ownership interest in
PowerSpring. In addition, certain 1999 amounts have been reclassified to conform
to current year presentation.

         In the opinion of the Company's management, all adjustments (all of
which are normal and recurring) have been made which are necessary for a fair
presentation of the consolidated financial position of the Company and its
subsidiaries as of June 30, 2000 and the consolidated results of their
operations and cash flows for the three and six month periods ended June 30,
2000 and 1999.

2.       COMPREHENSIVE LOSS

         The Company's comprehensive loss for the six months ended June 30, 2000
and 1999 was $8,228,908 and $965,830, respectively. The Company's comprehensive
loss includes net loss and foreign currency translation adjustments.

3.       PRIVATE PLACEMENT

         On February 4, 2000, the Company completed a $14,000,000 private
placement (the "Units Private Placement") of 7,000 "Units", including 1,450
Units the Company issued on December 9, 1999. Each Unit consisted of 200 shares
of Common Stock, 1 share of Series B Preferred Stock and warrants ("Unit
Warrants") to purchase 100 shares of common stock, par value $.01 per share
("Common Stock"), of the Company. In the Units Private Placement, the Company
issued 1,400,000 shares of Common Stock, 7,000 shares of Series B Preferred
Stock and Unit Warrants to purchase 700,000 shares of Common Stock. The Units
Private Placement was approved and ratified by the stockholders of the Company
at a special meeting held on February 3, 2000.

                                       7
<PAGE>   8

         Each share of Series B Preferred Stock is mandatorily redeemable on
December 9, 2004 at a liquidation preference of $1,000 per share plus accrued
and unpaid dividends, accrues dividends at 8% annually payable quarterly in
arrears, and is convertible at any time after June 9, 2000 at the option of the
holder into 168.5374 shares of Common Stock of the Company. In addition, the
Company has the right to redeem the Series B Preferred Stock on or after
December 9, 2000, if the Company's Common Stock is trading at 200% of the
conversion price of the Series B Preferred Stock. The conversion rate of the
Series B Preferred Stock may be subject to downward adjustment on December 9,
2000 if the average closing bid price of the Company's Common Stock for the 30
trading days immediately preceding that date is less than the conversion price
then in effect, provided that the conversion price cannot be reduced by more
than 50%. The Series B Preferred Stock is also subject to certain anti-dilution
provisions.

         Each Unit Warrant entitles the holder to purchase one share of the
Company's Common Stock at an initial exercise price of $6.7425 per share. The
initial exercise price of the Unit Warrants may also be subject to downward
adjustment on December 9, 2000 if the average closing bid price of the Company's
Common Stock for the 30 trading days immediately preceding that date is less
than the exercise price of the Unit Warrants then in effect.

         The proceeds from the sale of the Units, including the 1,450 Units
issued on December 9, 1999, have been allocated to Common Stock, the Unit
Warrants, and the Series B Preferred Stock based on the relative fair value of
each on the date of issuance. This allocation process resulted in the Series B
Preferred Stock issued on February 4, 2000 being initially recorded at a
discount of $141 per share from its $1,000 per share liquidation value. This
discount will be recorded as a deemed distribution over the term of the Series B
Preferred Stock. Another discount resulted from the increase in the fair market
value of a share of the Company's Common Stock from the date the Company offered
to sell 5,550 Units to February 4, 2000, the date the Units were issued. This
increase caused the conversion feature of the Series B Preferred Stock to be "in
the money" on February 4, 2000. The discount of $859 per share related to the
"in the money" conversion feature will also be recorded as a deemed distribution
between February 4 and June 9, 2000, the date the Series B Preferred Stock can
first be converted into Common Stock of the Company. The balance of the
unamortized discounts at June 30, 2000 and December 31, 1999 was $728,674 and
$0, respectively.

         The primary purpose of the Units Private Placement was to raise capital
to enable the Company to develop the Internet-based business of PowerSpring. A
portion of the proceeds was also used to repay outstanding indebtedness, and the
remaining proceeds will be used for general corporate and working capital
purposes, including potentially providing the funds to finance an acquisition
opportunity, if one were to arise.

                                       8
<PAGE>   9

4.   ACQUISITION

         On March 17, 2000, the Company acquired Mercator Energy Incorporated
("Mercator") through a merger with a wholly owned subsidiary of PowerSpring.
Mercator is a Denver-based natural gas services and brokerage company that acts
as an independent broker-agent for both producers and users. This acquisition
will provide PowerSpring with Mercator's expertise in the area of energy
procurement, which is an important element in the Company's Internet business
strategy.

         In consideration for the acquisition of Mercator, the Company delivered
to the sole shareholder of Mercator prior to the acquisition, $408,334 in cash,
a $741,666 non-negotiable promissory note payable by PowerSpring over two years
and secured by a general security interest in the assets of PowerSpring, and
2,500,000 shares of Common Stock of PowerSpring. Subsequent to the acquisition
of Mercator, the Company owns 87.5% of the outstanding shares of PowerSpring
Common Stock, and Mercator has become a wholly owned subsidiary of PowerSpring.
PowerSpring and Metretek entered into a stockholder's agreement with the former
owner of Mercator that addresses certain rights related to PowerSpring Common
Stock, including a right for the former owner of Mercator to put his shares of
PowerSpring Common Stock back to PowerSpring at an appraised value over three
years if PowerSpring has not completed an initial public offering or has not
sold its business within two years.

         The acquisition was accounted for as a purchase with the operating
results of Mercator included in the consolidated statements of operation from
the date of acquisition. The purchase price of the Mercator acquisition, subject
to future minor adjustment, was allocated as follows:

         Accounts receivable                          $   101,000
         Property, plant and equipment                     14,000
         Goodwill                                       1,915,000
         Accounts payable and accrued expenses            (23,000)
                                                      -----------
                                                      $ 2,007,000
                                                      ===========

         Pro forma results of operations for the three months ended June 30,
2000 and 1999 assuming the acquisition had occurred on January 1, 2000 and 1999
have not been included herein as the effects of the acquisition were not
material to the Company's results of operations.

         PowerSpring also entered into a two-year employment agreement with the
former owner of Mercator which included an option to purchase 60,000 shares of
Common Stock of the Company, exercisable at $17.88 per share, and an option to
purchase 200,000 shares of PowerSpring Common Stock, exercisable at $.30 per
share.

                                       9
<PAGE>   10

         In September 1999, the Company had entered into a consulting and joint
venture agreement with Mercator, under which Mercator provided energy
procurement consulting services to the Company. In connection with the
acquisition of Mercator, the consulting and joint venture agreement and a
related stock option agreement were terminated.

5.       SEGMENT INFORMATION

         The Company's reportable segments are strategic business units that
offer different products and services. They are managed separately because each
business requires different technology and marketing strategies.

         The Company has three reportable business segments: automated energy
data management; natural gas measurement services; and Internet-based energy
information and services. The operations of the Company's automated energy data
management segment are conducted by Metretek. Metretek's manufactured products
fall into three categories: remote data collection products; electronic
corrector products; and application-specific products. Metretek also provides
energy data collection and management services and post-sale support services
for its manufactured products. Historically, Metretek's products and services
have been provided principally to natural gas local distribution companies
("LDCs"). Typically LDCs install Metretek products in conjunction with custody
transfer meters on their larger customers for the purpose of meeting
deregulation requirements.

         The operations of the Company's natural gas measurement services
segment are conducted by Southern Flow. Southern Flow's services include on-site
field services, chart processing and analysis, laboratory analysis, and data
management and reporting. These services are provided principally to customers
involved in natural gas production, gathering, transportation and processing.

         The operations of the Company's Internet-based energy information and
services segment are conducted by PowerSpring. PowerSpring has incurred
operating costs through June 30, 2000. PowerSpring commenced limited revenue
generating operations in the second quarter of 2000 subsequent to the
acquisition described in Note 4.

         The Company evaluates the performance of its operating segments based
on income (loss) before income taxes, nonrecurring items and interest income and
expense. Intersegment sales are not significant.

                                       10
<PAGE>   11
         Summarized financial information concerning the Company's reportable
segments is shown in the following table. The "Other" column includes corporate
related items, results of insignificant operations and, as it relates to segment
profit or loss, income and expense not allocated to reportable segments. All
amounts shown are prior to the deduction of minority interest in PowerSpring.

<TABLE>
<CAPTION>
                                                               INTERNET-BASED
                                   AUTOMATED    NATURAL GAS        ENERGY
                                  ENERGY DATA   MEASUREMENT      INFORMATION
                                  MANAGEMENT     SERVICES       AND SERVICES      OTHER         TOTAL

<S>                              <C>             <C>          <C>            <C>            <C>
JUNE 30, 2000

Revenues                         $4,703,825      $5,373,677   $     78,394   $   231,141    $10,387,037
Segment profit (loss)              (491,753)        461,679     (8,085,947)     (787,475)    (8,903,496)
Total assets                      9,053,437       9,793,780      3,718,072     3,217,911     25,783,200

JUNE 30. 1999

Revenues                         $4,275,525      $5,616,639   $       -      $    18,111    $ 9,910,275
Segment profit (loss)              (717,867)        534,062           -         (771,270)      (955,075)
Total assets                      9,670,791      10,304,387           -          556,752     20,531,930
</TABLE>

6.       CONVERSION OF DEBT

         On May 4, 1998, the Company acquired substantially all of the assets
and business of a subsidiary of American Meter Company pertaining to electronic
correctors and non-radio-frequency meter reading devices in the natural gas and
electric utility industry. In consideration for this purchase, the Company
delivered to American Meter an aggregate purchase price consisting of $1,300,000
in cash, 439,560 unregistered shares of Common Stock, and a $600,000 convertible
subordinated promissory note. In April 2000, American Meter converted the note
into 105,495 shares of Common Stock under the terms of the note. Until it was
converted, the note bore interest on the unpaid principal balance at a fixed
rate equal to 7.5% per annum, payable quarterly in arrears, and was due and
payable on May 4, 2002.

                                       11
<PAGE>   12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

INTRODUCTION

         The following discussion of our results of operations for the six month
periods ended June 30, 2000 and 1999 and of our financial condition as of June
30, 2000 should be read in conjunction with our consolidated financial
statements and related notes thereto included elsewhere in this report.

RESULTS OF OPERATIONS

         The following table sets forth selected information related to our
primary business segments and is intended to assist you in an understanding of
our results of operations for the periods presented. All amounts shown are prior
to the deduction of minority interest in PowerSpring.

                                           Six Months Ended
                                              June 30,
                                     --------------------------
                                      2000                1999
                                     -------             ------
                                    (dollar amounts in thousands)
REVENUES:
       Southern Flow                 $ 5,374             $5,617
       Metretek                        4,704              4,275
       PowerSpring                        78                  -
       Other                             231                 18
                                     -------             ------
       Total                         $10,387             $9,910
                                     =======             ======
GROSS PROFIT:
       Southern Flow                  $1,359             $1,365
       Metretek                        1,396              1,697
       PowerSpring                      (142)                 -
                                     -------             ------
       Total                         $ 2,613             $3,062
                                     =======             ======
SEGMENT PROFIT (LOSS):
       Southern Flow                 $   462             $  534
       Metretek                         (492)              (718)
       PowerSpring                    (8,086)                 -
       Other                            (787)              (771)
                                     -------             ------
       Total                         $(8,903)           $  (955)
                                     =======             ======

                                       12
<PAGE>   13

       Our reportable segments are strategic business units that offer different
product and services. They are managed separately because each business requires
different technology and marketing strategies.

       We currently have three reportable business segments: automated energy
data management; natural gas measurement services; and Internet-based energy
information and services. The operations of our automated energy data management
segment are conducted by Metretek. Metretek's manufactured products fall into
three categories: remote data collection products; electronic corrector
products; and application-specific products. Metretek also provides energy data
collection and management services and post-sale support services for its
manufactured products.

       The operations of our natural gas measurement services segment are
conducted by Southern Flow. Southern Flow's services include on-site field
services, chart processing and analysis, laboratory analysis, and data
management and reporting. These services are provided principally to customers
involved in natural gas production, gathering, transportation and processing.

       The operations of our Internet-based energy information and services
segment are conducted by PowerSpring. PowerSpring has incurred operating costs
through June 30, 2000. PowerSpring commenced limited revenue generating
operations in the second quarter of 2000, subsequent to the acquisition of
Mercator.

       We evaluate the performance of our operating segments based on income
(loss) before taxes, nonrecurring items and interest income and expense.
Intersegment sales are not significant.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

         Revenues. Our consolidated revenues for the six months ended June 30,
2000 increased $476,762, or 4.8%, compared to the same period in 1999. The
increase was due to an increase in revenues by Metretek and an increase in other
income of $213,030, offset partially by a decrease in revenues by Southern Flow.
Southern Flow's revenues decreased $242,962, or 4.3%, for the six months ended
June 30, 2000, compared to the same period in 1999. Metretek's revenues for the
six months ended June 30, 2000 increased $428,300, or 10.0%, compared to the
same period in 1999, consisting of an increase in domestic sales of $473,263,
offset partially by a decrease in international sales of $44,964. The increase
in Metretek's domestic sales was primarily the result of an increase in circuit
board assembly sales. The decrease in international sales is attributable to a
decrease in sales of Metretek's remote data collection products and systems in
the United Kingdom. A comparison of Metretek's current domestic and
international product mix is as follows:

                                       13
<PAGE>   14
                                            Six Months Ended June 30,
                                           ---------------------------
                                           2000                  1999
                                           ----                  ----
                                          (dollar amounts in thousands)

     Remote data collection
         products and systems            $ 2,564     55%        $2,522     59%
     Electronic corrector products           849     18%         1,389     32%
     Circuit board assembly sales          1,291     27%           364      9%
                                         -------                ------
     Total                               $ 4,704                $4,275
                                         =======                ======

         Costs and Expenses. Costs of sales and services include materials,
labor, personnel and related overhead costs incurred to manufacture products and
provide services. Cost of sales and services for the six months ended June 30,
2000 increased $713,629, or 10.4%, compared to the same period in 1999. Southern
Flow's cost of sales and services for the six months ended June 30, 2000
decreased $237,395, or 5.6%, compared to the same period in 1999. Southern
Flow's gross profit margin after costs of sales and services increased to 25.3%
for the six months ended June 30, 2000 from 24.3% for the same period in 1999,
which is within the range of normal fluctuations. Metretek's cost of sales and
services for the six months ended June 30, 2000 increased $730,003, or 28.3%,
compared to the same period in 1999. This increase was due primarily to higher
personnel and related overhead costs associated with circuit board assembly
sales. As a result, although Metretek's revenues for the six months ended June
30, 2000 increased approximately 10.0% compared to the same period in 1999,
Metretek's overall gross profit margin decreased from 39.7% to 29.7% compared to
the same period in 1999.

         General and administrative expenses include personnel and related
overhead costs for the support and administrative functions. General and
administrative expenses for the six months ended June 30, 2000 increased
$965,725, or 58.5%, compared to the same period in 1999, due principally to the
effect of the following factors: (i) an increase in expenses of Southern Flow of
approximately $65,000 primarily attributable to increased personnel costs; (ii)
a decrease in expenses of Metretek of approximately $29,000; and (iii) increases
in general and corporate expenses of approximately $929,000 due to increased
professional services, personnel, travel costs and related overhead costs
incurred as a result of PowerSpring for which there were no comparable costs
during the same period in 1999.

         Selling, marketing and service expenses consist of personnel and
related overhead costs, including commissions for sales and marketing
activities, together with advertising and promotion costs. Selling, marketing
and service expenses for the six months ended June 30, 2000 decreased $10,712,
or 1.0%, compared to the same period in 1999.

                                       14
<PAGE>   15

         Depreciation and amortization expenses include the depreciation and
amortization of real property, customer list, goodwill and capitalized software
development costs. Depreciation and amortization expenses for the six months
ended June 30, 2000 increased $53,170, or 8.4%, compared to the same period in
1999, due to the addition of depreciable equipment in connection with the
development of PowerSpring.

         Research and development expenses include payments to third parties,
personnel and related overhead costs for product and service development,
enhancements, and upgrades. Research and development expenses for the six months
ended June 30, 2000 increased $6,768,572, or 1,200.4%, compared to the same
period in 1999. The increase is due primarily to PowerSpring development
expenditures of approximately $6,900,000 for which there were no comparable
costs in 1999.

         Interest, finance charges and other expenses include interest and
finance charges on our credit facility as well as other non-operating expenses.
Interest, finance charges and other expenses for the six months ended June 30,
2000 decreased $65,201, or 45.0%, compared to the same period in 1999. The
decrease reflects reduced borrowings in 2000 compared to the same period in 1999
as we utilized private placement proceeds to limit borrowings on our credit
facility.

SEASONALITY AND CYCLICALITY

       Metretek historically derives substantially all of its revenues from
sales of its products and services to the utility industry. Metretek has
experienced variability of operating results on both an annual and a quarterly
basis due primarily to utility purchasing patterns and delays of purchasing
decisions as a result of mergers and acquisitions in the utility industry and
changes or potential changes to the federal and state regulatory frameworks
within which the utility industry operates. The utility industry, both domestic
and foreign, is generally characterized by long budgeting, purchasing and
regulatory process cycles that can take up to several years to complete.
Metretek's utility customers typically issue requests for quotes and proposals,
establish committees to evaluate the purchase, review different technical
options with vendors, analyze performance and cost/benefit justifications and
perform a regulatory review, in addition to applying the normal budget approval
process within a utility. Purchases of Metretek's products are, to a substantial
extent, deferrable in the event that utilities reduce capital expenditures as a
result of mergers and acquisitions, pending or unfavorable regulatory decisions,
poor revenues due to weather conditions, rising interest rates or general
economic downturns, among other factors.

         Based upon the discussion and analysis in this item, we believe that
our future revenues, expenses and results of operations are likely to vary
significantly from quarter to quarter. As a result, quarterly comparisons of
operating results are not necessarily meaningful or indicative of future
performance.


                                       15
<PAGE>   16
FINANCIAL CONDITION AND LIQUIDITY

         We require capital principally for (i) the financing of inventory and
accounts receivable, (ii) research and development expenses, including the
development of PowerSpring, (iii) capital expenditures for property and
equipment and software development, and (iv) the funding of possible future
acquisitions.

         Net cash used by operating activities of approximately $5,765,000 for
the six months ended June 30, 2000, was the net result of the following: (i)
approximately $8,135,000 of cash used to fund continuing operations, before
changes in assets and liabilities; (ii) approximately $2,722,000 of cash
provided by changes in working capital and other asset and liability accounts;
and (iii) approximately $352,000 of cash used by discontinued operations.

         We plan to continue and expand our research and development efforts to
enhance our existing products and services and to develop new products,
especially in the business of PowerSpring. We anticipate that our research and
development costs in 2000 will be approximately $11,000,000, of which $1,200,000
will relate to Metretek's business and $9,800,000 is expected to be incurred in
connection with further developing PowerSpring. Research and development
expenses in the amount of $7,332,439 were incurred in the six months ended June
30, 2000.

         We anticipate capital expenditures in 2000 of approximately $3,200,000,
primarily for computer software and hardware purchased to support PowerSpring's
Internet-based business. Capital expenditures for the six months ended June 30,
2000 totaled $1,460,000.

         On July 14, 2000, we gave a written notice of redemption to all holders
of our common stock purchase warrants ("Warrants") that were issued in a
dividend in September 1998 to holders of our Common Stock. We have exercised our
right to redeem all Warrants that remain outstanding and unexercised at 5:00
p.m., Denver, Colorado time, on Monday, August 14, 2000 (the "Redemption Date").
The Warrants, which currently trade on the Nasdaq SmallCap Market under the
symbol "MTEKW", will cease trading after the Redemption Date. Until 5:00 p.m.,
Denver, Colorado time, on the Redemption Date, each Warrant will remain
exercisable for one share of Common Stock at an exercise price of $4.00 per
share. Thereafter, the Warrants will cease to be exercisable and holders thereof
will be entitled to only the redemption price of $.01 per Warrant.

         As of July 14, 2000, the date we gave the Notice of Redemption, 839,675
Warrants were outstanding. The net proceeds that we will receive from the
exercise of Warrants on or before the Redemption Date will not be determinable
until the Redemption Date, because the proceeds that we will receive will be due
to the exercise of Warrants on or before the Redemption Date, which is in the
discretion of the Warrant holders. However, if all 839,675 outstanding Warrants
called for redemption are exercised, we estimate the net proceeds we would
receive from those exercises

                                       16
<PAGE>   17

would be approximately $3,170,000, after deducting estimated commissions and
offering expenses. We intend to use the net proceeds primarily to fund the
development and expansion of the business of PowerSpring.

         On February 4, 2000, we completed the $14,000,000 Units Private
Placement by issuing 7,000 Units, including 1,450 Units we issued on December 9,
1999. Each Unit consisted of 200 shares of Common Stock, 1 share of Series B
Preferred Stock and Unit Warrants to purchase 100 shares of Common Stock. In the
Units Private Placement, we issued 1,400,000 shares of Common Stock, 7,000
shares of Series B Preferred Stock and Unit Warrants to purchase 700,000 shares
of Common Stock. The Units Private Placement was approved and ratified by our
stockholders at a special meeting of stockholders held on February 3, 2000. The
Units were issued to institutional investors and other "accredited investors"
(as defined in Regulation D under the Securities Act). The primary purpose of
the Units Private Placement was to raise capital to enable us to develop the
Internet-based business of PowerSpring. A portion of the proceeds was also used
to repay outstanding indebtedness, and the remaining proceeds will be used for
general corporate and working capital purposes, including potentially providing
the funds to finance an acquisition opportunity, if one were to arise.

         On March 17, 2000, we acquired Mercator Energy Incorporated through a
merger of Mercator with a wholly owned subsidiary of PowerSpring. Mercator is a
Denver-based natural gas services and brokerage company that acts as an
independent broker-agent for both producers and consumers of natural gas. In
consideration for the acquisition of Mercator, we delivered to John A. Harpole,
the President and sole shareholder of Mercator prior to the acquisition,
$408,334 in cash, a $741,666 non-negotiable promissory note payable by
PowerSpring over two years and secured by a general security interest in the
assets of PowerSpring, and 2,500,000 shares of Common Stock of PowerSpring.
Subsequent to the acquisition of Mercator, we own 87.5% of the outstanding
shares of PowerSpring Common Stock, Mr. Harpole owns 12.5% of the outstanding
shares of PowerSpring Common Stock, and Mercator has become a wholly owned
subsidiary of PowerSpring. We, PowerSpring and Mr. Harpole entered into a
stockholders agreement that addresses certain rights related to Mr. Harpole's
PowerSpring Common Stock, including a right for Mr. Harpole to put his shares of
PowerSpring Common Stock back to PowerSpring at an appraised value for each
payable over three years if PowerSpring has not completed an initial public
offering or has not sold its business within two years. PowerSpring also entered
into a two-year employment agreement with Mr. Harpole, who will serve as the
Executive Vice President, Chief Operating Officer and a director of PowerSpring.
Under the employment agreement, Mr. Harpole received an option to purchase
60,000 shares of our Common Stock, exercisable at $17.88 per share, and an
option to purchase 200,000 shares of PowerSpring Common Stock, exercisable at
$.30 per share.

                                       17
<PAGE>   18

         On September 13, 1999, we entered into a consulting and joint venture
agreement with Mercator, under which Mercator provided its energy procurement
services to us on a consulting basis. In connection with our acquisition of
Mercator, we issued to Mercator a warrant to purchase 60,000 shares of Common
Stock. The Mercator warrant vests in three tranches from the date of issuance
through March 2001, with exercise prices ranging between $4.50 and $5.50 per
share, and expires in September 2002. Mercator has registration rights with
respect to the Common Stock issuable upon the exercise of the Mercator warrant.
In connection with our acquisition of Mercator, the consulting agreement, and a
related stock option agreement between TotalPlan and Mercator, were terminated,
and Mercator transferred the Mercator warrant to Mr. Harpole.

         On April 14, 1998, we entered into a loan and security agreement (the
"Loan Agreement") with a commercial bank (the "Lender") providing for a combined
$5,000,000 credit facility consisting of loans (the "Loans") and letters of
credit subject to limitations described below. The Loan Agreement provides for
daily advances in the form of Loans to fund capital requirements, and daily
paydowns on outstanding balances of the Loans from collection of customer
accounts receivable. We make monthly interest payments computed at prime plus 1%
(9.5% at June 30, 2000) on outstanding balances of the Loans. The Loans mature
on March 14, 2001.

         The Loans are secured by our tangible and intangible assets, including
the equipment, inventory, receivables and cash deposits, and the pledge of the
shares of our subsidiaries. The Loan Agreement requires us to maintain a minimum
tangible net worth, a maximum debt to tangible net worth ratio, minimum annual
net income, a minimum debt service coverage ratio, and contains other standard
covenants related to our operations, including prohibitions on the payment of
dividends and the issuance or repurchase of securities (with certain exceptions)
without the Lender's consent.

         Borrowings on the Loans are limited to the sum of 80% of eligible
accounts receivable of Southern Flow and Metretek and 50% of raw materials and
finished goods inventory (up to a combined maximum of $1,500,000) of Southern
Flow and Metretek. At June 30, 2000, we had a combined $3,374,682 in Loan
availability, none of which had been borrowed.

         On May 4, 1998, we acquired substantially all of the assets and
business of a subsidiary of American Meter Company pertaining to electronic
correctors and non-radio-frequency meter reading devices in the natural gas and
electric utility industry. In consideration for this purchase, we delivered to
American Meter an aggregate purchase price consisting of $1,300,000 in cash,
439,560 unregistered shares of Common Stock, and a $600,000 convertible
subordinated promissory note. In April 2000, American Meter converted the note
into 105,495 shares of Common Stock under the terms of the note. Until it was
converted, the note bore interest on the unpaid principal balance at a fixed
rate equal to 7.5% per annum, payable quarterly in arrears, and was due and
payable on May 4, 2002.

                                       18
<PAGE>   19
         On September 13, 1999, we entered into a strategic relationship with
Scient to assist us in designing and creating an Internet-based business to
enable us to take its measurement information products, services, and data
measurement technologies to the market of end-users of natural gas and
electricity. The Internet project is being developed and operated through
PowerSpring. In connection with the development of PowerSpring, we issued to
Scient a warrant to purchase 125,000 shares of Common Stock. The Scient Warrant
becomes exercisable in September 2000, at exercise prices split between $5.00
and $10.00 per share, and expires in September 2002. Scient has registration
rights with respect to the Common Stock issuable upon the exercise of the Scient
warrant.

         We estimate that this initial development phase and launch of
PowerSpring will require aggregate expenditures of approximately $12.0 million,
consisting primarily of research and development costs, consulting fees and
expenses and costs of acquiring the requisite technology, including hardware and
software. Through June 30, 2000, these costs were approximately $8.1 million.

         Compensation expense for the fair value of the Scient, Mercator and
Lender warrants is being recognized in accordance with the provisions of
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation," over the period in which the services are being performed or the
remaining term of the Loan Agreement. Compensation expense associated with the
warrants in the amount of $66,387 has been recognized in the consolidated
statement of operations during the six months ended June 30, 2000.

         Based on our current plans and assumptions, management believes that
our capital resources, including cash and cash equivalents, amounts available
under existing credit facilities and funds generated from operations will be
sufficient to meet our currently anticipated cash needs, including our working
capital needs, capital commitments and debt service requirements. However, we
will have a continuing need for additional capital to accomplish our business
strategy with respect to the growth of our existing businesses. The continued
development and expense of the business of PowerSpring, subsequent to the June
2000 launch of PowerSpring's website, will also require significant additional
capital. In addition, unanticipated events, over which we may have no control,
could increase our operating costs or decrease our ability to generate revenues
from product and service sales. We will also require additional capital in the
future in order to make any significant acquisition of businesses or
technologies.

         We expect that after the initial development stage of PowerSpring is
completed, the further development and growth of PowerSpring, including
staffing, organizational expenses, marketing costs and additional capital
expenditures, will require significant additional funds from the proceeds of
public or private equity financing, debt financing or from other sources. We
intend to raise any needed additional capital to fund the development and
operations of PowerSpring primarily through financing at the PowerSpring level.
However, depending upon

                                       19
<PAGE>   20

the availability of capital, market conditions, our consolidated operations and
the operations of PowerSpring, we may also or instead raise additional capital
at the Metretek level. For example, the net proceeds of the warrant call
discussed above will be primarily used to fund PowerSpring.

         Obtaining additional financing will depend on many factors, including
market conditions, our operating performance and investor sentiment. Terms of
debt financing could restrict our ability to operate our business or to expand
our operations. In addition, if we raise additional capital by issuing capital
stock or securities convertible into capital stock, stockholders could suffer a
significant dilution of their percentage ownership interests, and the new
capital stock or other new securities could have rights, preferences or
privileges senior to those of our current stockholders.

         Our capital raising will be subject to the consent of the Lender, if
our credit facility is then in effect. In addition, depending on how it is
structured, any capital raising could require the consent of the holders of our
Series B Preferred Stock. We cannot assure you that sufficient additional funds
will be available to us on a timely basis or that, if available on a timely
basis, such funds can be obtained on terms satisfactory to us, to the Lender and
to the holders of our Series B Preferred Stock, if their consents are required.
Our inability to obtain sufficient additional capital on a timely basis on terms
that are acceptable could have a material adverse effect on our business,
financial condition and results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued Financial
Accounting Standards Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"). FAS 133 establishes methods of accounting
for derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. We will be required to adopt
FAS 133 for our fiscal year ending December 31, 2001. However, because we do not
utilize derivative financial instruments, we do not believe the impact of FAS
133 will be material to our financial position or results of operations.

         In December 1998, the AICPA issued Statement of Position 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions" ("SOP 98-9"). SOP 98-9 requires use of the "residual method" for
recognition of revenue when vendor-specific objective evidence exists for
undelivered elements but does not exist for delivered elements of a software
arrangement. We were required to comply with the provisions of SOP 98-9 for
transactions entered into beginning January 1, 2000. The adoption of SOP 98-9
did not have a material effect on our financial position or results of
operations.

                                       20
<PAGE>   21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Form 10-QSB contains, under this item, as well as other parts of
this Form 10-QSB, forward-looking statements within the meaning of and made
under the safe harbor provisions of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
From time to time, we may publish or otherwise make available forward-looking
statements of this nature. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are not historical facts.
The words "may", "could", "should", "will", "project", "intend", "continue",
"believe", "anticipate", "estimate", "expect", "plan", "intend", "potential", or
"scheduled" and similar expressions are intended to identify forward-looking
statements. Examples of forward-looking statements include statements regarding,
among other matters, our plans, intentions, beliefs and expectations with
respect to the following:

     -    our future prospects, including our revenues, income, margins,
          profitability, cash flow, liquidity, financial condition and results
          of operations;

     -    the sufficiency of funds from operations and available borrowings to
          meet our future working capital and capital expenditure needs;

     -    our ability to successfully develop, implement and operate
          PowerSpring, including to design, develop and sell our products and
          services over the Internet and achieve our Internet-based business
          objectives;

     -    our ability to finance PowerSpring;

     -    our business trends and strategies;

     -    our products and services, market position, market share, business and
          growth strategies, and strategic relationships; and

     -    industry trends, competitive conditions and market conditions,
          segments and trends.

         The forward-looking statements are based on the current plans,
intentions, beliefs and expectations of management as well as assumptions made
by and information currently available to management. You are cautioned not to
place undue reliance on these forward-looking statements. Forward-looking
statements are not guarantees of future performance or events, but are subject
to and qualified by substantial risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties include, but are not
limited to, the following:

                                       21
<PAGE>   22

     -    our ability to successfully develop, implement and market PowerSpring
          and its products and services;

     -    the emergence and growth of a viable market for online energy
          information and services;

     -    the success of our acquisition of Mercator;

     -    changes in the energy industry in general and the natural gas and
          electricity industry in particular;

     -    our ability to raise sufficient funds to finance PowerSpring and our
          other capital requirements on terms satisfactory to us, and the
          willingness of the Lender and any other persons required to consent to
          the terms of such financing arrangements;

     -    our history of losses and uncertainty of future profitability;

     -    our lack of operating history in our new energy information and
          services businesses and the unproven business models in those
          businesses;

     -    the willingness of energy users to accept the Internet as a medium for
          energy commerce;

     -    the development and maintenance of the Internet infrastructure, and
          the security and confidentiality of transactions on the Internet;

     -    our ability to manage the anticipated growth of PowerSpring;

     -    the capital resources, technological requirements, and internal
          business plans of the natural gas and electricity utilities industry;

     -    restrictions on our capital raising ability imposed by the terms of
          our current credit facility and the Series B Preferred Stock;

     -    dividends on the Series B Preferred Stock increasing our future net
          loss available to common shareholders and net loss per share;

     -    technological and market changes within the natural gas and
          electricity industries;

     -    the complexity, uncertainty and time constraints associated with the
          development and market acceptance of new product and service designs
          and technologies;

     -    general economic and business conditions;

                                       22
<PAGE>   23

     -    our ability to successfully integrate and utilize any product lines
          and business acquired in future acquisitions, including the risks that
          revenues from the acquired business could be lower than expected and
          that related costs could be higher than expected;

     -    the impact and timing of the deregulation of the various energy
          markets;

     -    utility purchasing patterns and delays and potential changes to the
          federal and state regulatory frameworks within which the utility
          industry operates;

     -    fluctuations in our quarterly operating results;

     -    effects of a change in product mix on our expected gross margins and
          net income;

     -    risks inherent in international operations;

     -    risks associated with our management of private energy programs;

     -    the receipt and timing of future customer orders;

     -    the effects of competition in our market including the introduction of
          competitor products, services and technologies;

     -    unexpected events affecting our ability to obtain funds from
          operations, debt or equity to finance operations, pay interest and
          other obligations, and fund needed capital expenditures and other
          investments;

     -    our ability to protect our proprietary information and technology;

     -    the impact of current and future laws and government regulations
          affecting the energy industry in general and the natural gas and
          electricity industries in particular; and

     -    other risks and uncertainties that are discussed in this report or
          that are discussed from time to time in our other reports and filings
          with the SEC.

         We do not intend, and we undertake no duty or obligation, to update or
revise any forward-looking statements for any reason, whether as the result of
new information, further events or otherwise.

                                       23
<PAGE>   24
                                     PART II
                                OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On July 14, 2000, we gave a written notice of redemption to all holders
of our common stock purchase warrants ("Warrants") that were issued in a
dividend in September 1998 to holders of our common stock. We have exercised our
right to redeem all Warrants that remain outstanding and unexercised at 5:00
p.m., Denver, Colorado time, on Monday, August 14, 2000 (the "Redemption Date").
The Warrants, which currently trade on the Nasdaq SmallCap Market under the
symbol "MTEKW", will cease trading after the Redemption Date. Until 5:00 p.m.,
Denver, Colorado time, on the Redemption Date, each Warrant will remain
exercisable for one share of Common Stock at an exercise price of $4.00 per
share. Thereafter, the Warrants will cease to be exercisable and holders thereof
will be entitled to only the redemption price of $.01 per Warrant.

         We have entered into a Dealer Manager Agreement with Stifel, Nicolaus &
Company, Inc. ("Stifel"), pursuant to which Stifel has agreed to serve as the
dealer manager in connection with the redemption. Under the terms of the Dealer
Manager Agreement and in consideration of Stifel's obligations under that
agreement, we agreed to pay Stifel an initial consulting fee of $25,000, plus a
commission of $.15 per Warrant exercised to the extent such amount exceed
$25,000. We also agreed to reimburse Stifel for up to $20,000 of its reasonable
out-of-pocket expenses and legal fees, in connection with the redemption.

         As of July 14, 2000, the date we gave the Notice of Redemption, 839,675
Warrants were outstanding. The net proceeds that we will receive from the
exercise of Warrants on or before the Redemption Date will not be determinable
until the Redemption Date, because the proceeds that we will receive will be due
to the exercise of Warrants on or before the Redemption Date, which is in the
discretion of the Warrant holders. However, if all 839,675 outstanding Warrants
called for redemption are exercised, we estimate the net proceeds we would
receive from those exercises would be approximately $3,170,000, after deducting
estimated commissions and offering expenses. We intend to use the net proceeds
primarily to fund the development and expansion of the business of PowerSpring.

                                       24
<PAGE>   25
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At our annual meeting of stockholders, held on June 15, 2000, the
following proposals were submitted to and approved by our stockholders:

Proposal 1:       To elect two directors, each for a three year term expiring at
                  the 2003 Annual Meeting of Stockholders.

                                                FOR                WITHHOLD
                                                ---                --------

                  Stephen E. McGregor        4,352,814               8,938
                  Anthony D. Pell            4,352,814               8,938

Proposal 2:       To ratify the appointment by the Board of Directors of
                  Deloitte & Touche LLP as our independent auditors for the
                  fiscal year ending December 31, 2000.

                         FOR                    AGAINST                  ABSTAIN
                         ---                    -------                  -------

                      4,356,452                  1,800                    3,500

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    EXHIBITS

                     27.1     Financial Data Schedule

              (b)    REPORTS ON FORM 8-K

                     Since March 31, 2000, we filed the following Current
Reports on Form 8-K with the Securities and Exchange Commission:


     Filing Date         Item No.                  Description
     -----------         --------                  -----------

April 3, 2000             2, 7       Acquisition of Mercator Energy Incorporated
July 14, 2000             5, 7       Notice of Warrant Redemption


                                       25
<PAGE>   26
                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                    METRETEK TECHNOLOGIES, INC.



Date:    August 11, 2000            By: /s/ W. Phillip Marcum
                                       -------------------------------------
                                       W. Phillip Marcum
                                       President and Chief Executive Officer




Date:    August 11, 2000            By: /s/ A. Bradley Gabbard
                                       -------------------------------------
                                       A. Bradley Gabbard
                                       Executive Vice President
                                       and Chief Financial Officer


                                       26