##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 or
 o
    
    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.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    84-1169358
(I.R.S. Employer
Identification No.)1609 Heritage Commerce Court 
Wake Forest, North Carolina
(Address of principal executive offices)
    
    27587
(Zip code)
 
 th
 þ o
  o þ o
 o þ




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##### 



METRETEK TECHNOLOGIES, INC.
 FORM 10-Q
For the Quarterly Period Ended March 31, 2007
 TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsUnaudited Consolidated Balance Sheets  March 31, 2007 and December 31, 2006
    
    
    3Unaudited Consolidated Statements of Operations  For the Three Months Ended March 31, 2007 and March 31, 2006
    
    
    5Unaudited Consolidated Statements of Cash Flows  For the Three Months Ended March 31, 2007 and March 31, 2006
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    37Item 4.
    
    Controls and Procedures
    
    
    37PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    39Item 1A.
    
    Risk Factors
    
    
    39Item 6.
    
    Exhibits
    
    
    39Signatures
    
    
    
    
    40EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I.
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
 Consolidated Balance Sheets
(unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    14,948,763
    
    
    $
    15,916,460Trade receivables, net of allowance for
doubtful accounts
of $155,554 and $225,004, respectively
    
    
    32,249,762
    
    
    
    40,255,372Other receivables
    
    
    582,892
    
    
    
    431,437Inventories
    
    
    16,234,528
    
    
    
    12,882,167Deferred income taxes
    
    
    231,990
    
    
    
    231,990Prepaid expenses and other current assets
    
    
    591,346
    
    
    
    818,583Total current assets
    
    
    64,839,281
    
    
    
    70,536,009PROPERTY, PLANT AND EQUIPMENT:Equipment
    
    
    6,678,362
    
    
    
    6,524,549Vehicles
    
    
    173,408
    
    
    
    166,894Furniture and fixtures
    
    
    528,690
    
    
    
    568,212Land, building and improvements
    
    
    1,077,244
    
    
    
    1,073,625Total property, plant and
equipment, at cost
    
    
    8,457,704
    
    
    
    8,333,280Less accumulated depreciation and amortization
    
    
    3,920,966
    
    
    
    3,889,401Property, plant and equipment, net
    
    
    4,536,738
    
    
    
    4,443,879OTHER ASSETS:Goodwill
    
    
    9,146,409
    
    
    
    9,146,409Intangible rights and capitalized software
costs, net of accumulated
amortization of $1,673,341 and $1,543,024,
respectively
    
    
    1,801,587
    
    
    
    1,763,970Investment in unconsolidated affiliate
    
    
    3,602,992
    
    
    
    3,513,501Assets of discontinued operations
    
    
    144,490
    
    
    
    144,490Other assets
    
    
    162,667
    
    
    
    151,177Total other assets
    
    
    14,858,145
    
    
    
    14,719,547TOTAL
    
    $
    84,234,164
    
    
    $
    89,699,435
 See accompanying notes to unaudited consolidated financial statements.
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METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    6,078,605
    
    
    $
    15,090,540Accrued and other liabilities
    
    
    17,439,952
    
    
    
    16,026,867Current income taxes payable
    
    
    60,967
    
    
    
    570,217Current
unrecognized tax benefit
    
    
    62,406
    
    
    
    Capital lease obligations
    
    
    3,486
    
    
    
    4,749Total current liabilities
    
    
    23,645,416
    
    
    
    31,692,373LONG-TERM NOTES PAYABLE
    
    
    
    
    
    
    NON-CURRENT CAPITAL LEASE OBLIGATIONS
    
    
    6,380
    
    
    
    7,431NON-CURRENT UNRECOGNIZED TAX BENEFIT
    
    
    285,117
    
    
    
    COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock  undesignated, $.01 par
value; 2,000,000 shares
authorized; none issued and outstandingPreferred stock  Series C, $.01 par value;
500,000 shares
authorized; none issued and outstandingCommon stock, $.01 par value; 25,000,000
shares
authorized; 15,910,590 and 15,808,634
shares issued
and outstanding, respectively
    
    
    159,106
    
    
    
    158,086Additional paid-in-capital
    
    
    102,698,310
    
    
    
    102,287,543Accumulated deficit
    
    
    (42,560,165
    )
    
    
    (44,445,998
    )Total stockholders equity
    
    
    60,297,251
    
    
    
    57,999,631TOTAL
    
    $
    84,234,164
    
    
    $
    89,699,435
 See accompanying notes to unaudited consolidated financial statements.
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METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
 Consolidated Statements of Operations
(unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006REVENUES:Sales and services
    
    $
    26,368,744
    
    
    $
    14,736,874Other
    
    
    610,485
    
    
    
    95,455Total revenues
    
    
    26,979,229
    
    
    
    14,832,329COSTS AND EXPENSES:Cost of sales and services
    
    
    18,417,233
    
    
    
    10,131,362General and administrative
    
    
    5,524,079
    
    
    
    3,435,349Selling, marketing and service
    
    
    864,283
    
    
    
    759,061Depreciation and amortization
    
    
    342,924
    
    
    
    172,406Research and development
    
    
    210,791
    
    
    
    177,626Interest, finance charges and other
    
    
    7,320
    
    
    
    88,375Total costs and expenses
    
    
    25,366,630
    
    
    
    14,764,179Income from operations
    
    
    1,612,599
    
    
    
    68,150Income from litigation settlements, net
    
    
    278,334
    
    
    
    Equity in income of unconsolidated
affiliate
    
    
    648,560
    
    
    
    730,468Minority interest
    
    
    
    
    
    
    (72,464
    )Income taxes
    
    
    (306,137
    )
    
    
    (88,515
    )Net Income
    
    $
    2,233,356
    
    
    $
    637,639EARNINGS PER SHARE AMOUNTS (Note 1):Basic
    
    $
    0.14
    
    
    $
    0.05Diluted
    
    $
    0.13
    
    
    $
    0.04WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:Basic
    
    
    15,830,475
    
    
    
    13,183,784Diluted
    
    
    17,020,123
    
    
    
    15,151,903
 See accompanying notes to unaudited consolidated financial
statements.
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METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
 Consolidated Statements of Cash Flows
(unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,233,356
    
    
    $
    637,639Adjustments to reconcile net income to net cash
used in operating activities:Depreciation and amortization
    
    
    342,924
    
    
    
    172,406Minority interest in subsidiary
    
    
    
    
    
    
    72,464Deferred income taxes
    
    
    (509,250
    )
    
    
    Loss on disposal of property, plant
and equipment
    
    
    63,806
    
    
    
    4,144Equity in income of unconsolidated
affiliate
    
    
    (648,560
    )
    
    
    (730,468
    )Distributions from unconsolidated
affiliate
    
    
    543,944
    
    
    
    Stock compensation expense
    
    
    208,910
    
    
    
    147,207Changes in other assets and liabilities:Trade receivables, net
    
    
    8,005,610
    
    
    
    (5,609,567
    )Inventories
    
    
    (3,352,361
    )
    
    
    (2,735,758
    )Other current assets
    
    
    75,782
    
    
    
    (41,311
    )Other noncurrent assets
    
    
    (11,490
    )
    
    
    (49,469
    )Accounts payable
    
    
    (9,011,935
    )
    
    
    1,578,785Accrued and other liabilities
    
    
    1,633,271
    
    
    
    4,246,566Net cash used in continuing operations
    
    
    (425,993
    )
    
    
    (2,307,362
    )Net cash provided by discontinued operations
of MCM
    
    
    
    
    
    
    32,222Net cash used in operating activities
    
    
    (425,993
    )
    
    
    (2,275,140
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (344,608
    )
    
    
    (399,820
    )Additions to intangible rights and software
development
    
    
    (177,473
    )
    
    
    (27,918
    )Investment in unconsolidated affiliate
    
    
    
    
    
    
    (1,246,359
    )Proceeds from sale of property, plant and
equipment
    
    
    
    
    
    
    15,300Net cash used in investing activities
    
    
    (522,081
    )
    
    
    (1,658,797
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from stock warrant and option
exercises
    
    
    202,877
    
    
    
    2,282,777Net borrowings on line of credit
    
    
    
    
    
    
    685,800Principal payments on long-term notes payable
    
    
    
    
    
    
    (311,546
    )Payments on preferred stock redemptions
    
    
    (220,186
    )
    
    
    (33,762
    )Payments on capital lease obligations
    
    
    (2,314
    )
    
    
    (931
    )Net cash provided by (used in)
financing activities
    
    
    (19,623
    )
    
    
    2,622,338NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (967,697
    )
    
    
    (1,311,599
    )CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
    
    
    15,916,460
    
    
    
    2,188,310CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    14,948,763
    
    
    $
    876,711
 See accompanying notes to unaudited consolidated financial statements.
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METRETEK TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
 1. Summary of Significant Accounting Policies
 Organization
   Basic and Diluted Earnings Per Share 
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Three Months Ended March 31,2007
    
    
    2006Net income attributable to
common shareholders
    
    $
    2,233,356
    
    
    $
    637,639Basic weighted-average common
shares outstanding in period
    
    
    15,830,475
    
    
    
    13,183,784Add dilutive effects of stock
options and warrants
    
    
    1,189,648
    
    
    
    1,968,119Diluted weighted-average common
shares outstanding in period
    
    
    17,020,123
    
    
    
    15,151,903Earnings per common share:Basic earnings per common share
    
    $
    0.14
    
    
    $
    0.05Diluted earnings per common share
    
    $
    0.13
    
    
    $
    0.04
 Statement of Cash Flows 
 Minority Interest
 Financial Instruments
 Fair Value Measurements
 Reclassification
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2. Investment in Unconsolidated Affiliate
   March 31,
    
    
    December 31,2007
    
    
    2006Total current assets
    
    $
    3,048,284
    
    
    $
    2,816,175Property, plant and equipment, net
    
    
    5,670,555
    
    
    
    5,828,718Total other assets
    
    
    9,499
    
    
    
    9,833Total assets
    
    $
    8,728,338
    
    
    $
    8,654,726Total current liabilities
    
    $
    1,014,430
    
    
    $
    1,081,382Long-term note payable
    
    
    193,214
    
    
    
    341,142Total shareholders equity
    
    
    7,520,694
    
    
    
    7,232,202Total liabilities and
shareholders equity
    
    $
    8,728,338
    
    
    $
    8,654,726
 Three Months EndedMarch 31,2007
    
    
    2006Total revenues
    
    $
    3,145,449
    
    
    $
    2,930,174Total costs and expenses
    
    
    1,356,957
    
    
    
    1,118,141Net income
    
    $
    1,788,492
    
    
    $
    1,812,033
 3. Income Taxes
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4. Share-Based Compensation
    10




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WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    ValueBalance,
December 31, 2006
    
    
    2,085,344
    
    
    $
    4.61Granted
    
    
    
    
    
    
    Exercised
    
    
    (106,549
    )
    
    
    2.37Canceled
    
    
    
    
    
    
    Forfeited
    
    
    (2,500
    )
    
    
    3.06Balance, March 31,
2007
    
    
    1,976,295
    
    
    $
    4.73
    
    
    
    6.45
    
    
    $
    8.61Exercisable, March
31, 2007
    
    
    1,502,045
    
    
    $
    3.28
    
    
    
    5.80
    
    
    $
    10.06
  WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    ValueBalance,
December 31, 2005
    
    
    2,289,143
    
    
    $
    2.98Granted
    
    
    140,000
    
    
    
    10.63Exercised
    
    
    (242,951
    )
    
    
    2.09Canceled
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Balance, March 31,
2006
    
    
    2,186,192
    
    
    $
    3.57
    
    
    
    6.93
    
    
    $
    11.38Exercisable, March
31, 2006
    
    
    1,685,358
    
    
    $
    2.95
    
    
    
    6.26
    
    
    $
    12.00
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5. Commitments and Contingencies and Income from Litigation Settlements
 Income from Litigation Settlements
    Other Matters 
 12




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Preferred Stock Redemption 
 6. Restructuring Charges (Subsequent Event)
    13




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7. Segment Information
  Natural Gas Measurement Services
 Distributed Generation
  15




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Automated Energy Data Collection and Telemetry TM
   16




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Summarized Segment Financial Information
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:Southern Flow
    
    $
    3,900
    
    
    $
    4,340PowerSecure
    
    
    21,516
    
    
    
    9,663Metretek Florida
    
    
    953
    
    
    
    734Other
    
    
    610
    
    
    
    95Total
    
    $
    26,979
    
    
    $
    14,832Segment profit (loss):Southern Flow
    
    $
    620
    
    
    $
    681PowerSecure
    
    
    1,290
    
    
    
    256Metretek Florida
    
    
    51
    
    
    
    (45
    )Other
    
    
    (348
    )
    
    
    (824
    )Total
    
    $
    1,613
    
    
    $
    68Capital expenditures:Southern Flow
    
    $
    166
    
    
    $
    33PowerSecure
    
    
    337
    
    
    
    368Metretek Florida
    
    
    19
    
    
    
    1Other
    
    
    
    
    
    
    26Total
    
    $
    522
    
    
    $
    428Depreciation and
amortization:Southern Flow
    
    $
    32
    
    
    $
    30PowerSecure
    
    
    283
    
    
    
    92Metretek Florida
    
    
    10
    
    
    
    31Other
    
    
    18
    
    
    
    19Total
    
    $
    343
    
    
    $
    172
 March 31,2007
    
    
    2006Total assets:Southern Flow
    
    $
    12,799
    
    
    $
    10,249PowerSecure
    
    
    53,550
    
    
    
    24,090Metretek Florida
    
    
    3,973
    
    
    
    3,571Other
    
    
    13,912
    
    
    
    4,714Total
    
    $
    84,234
    
    
    $
    42,624
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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
  Overview
  
    
    PowerSecure, which designs, sells and manages distributed generation systems;
    
    Southern Flow, which provides natural gas measurement services; and
    
    Metretek Florida, which designs, manufactures and sells data collection and energy
measurement monitoring systems.
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Critical Accounting Policies
  20




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Results of Operations
  Three Months EndedMarch 31,2007
    
    
    2006(all amounts reported in thousands)Revenues:Southern Flow
    
    $
    3,900
    
    
    $
    4,340PowerSecure
    
    
    21,516
    
    
    
    9,663Metretek Florida
    
    
    953
    
    
    
    734Other
    
    
    610
    
    
    
    95Total
    
    $
    26,979
    
    
    $
    14,832Gross Profit:Southern Flow
    
    $
    1,052
    
    
    $
    1,117PowerSecure
    
    
    6,317
    
    
    
    3,020Metretek Florida
    
    
    583
    
    
    
    468Total
    
    $
    7,952
    
    
    $
    4,605Segment Profit
(Loss):Southern Flow
    
    $
    620
    
    
    $
    681PowerSecure
    
    
    1,290
    
    
    
    256Metretek Florida
    
    
    51
    
    
    
    (45
    )Other
    
    
    (348
    )
    
    
    (824
    )Total
    
    $
    1,613
    
    
    $
    68
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®
  First Quarter 2007 Compared to First Quarter 2006
 Revenues.
  23




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Costs and Expenses.
 Quarter-over-QuarterQuarter Ended March 31,
    
    
    Difference2007
    
    
    2006
    
    
    $
    
    
    %(In thousands)Costs and Expenses:Costs of Sales and
ServicesSouthern Flow
    
    $
    2,848
    
    
    $
    3,222
    
    
    $
    (374
    )
    
    
    -12
    %PowerSecure
    
    
    15,199
    
    
    
    6,643
    
    
    
    8,556
    
    
    
    129
    %Metretek Florida
    
    
    370
    
    
    
    266
    
    
    
    104
    
    
    
    39
    %Total
    
    
    18,417
    
    
    
    10,131
    
    
    
    8,286
    
    
    
    82
    %General and
administrative
    
    
    5,524
    
    
    
    3,435
    
    
    
    2,089
    
    
    
    61
    %Selling, marketing
and service
    
    
    864
    
    
    
    759
    
    
    
    105
    
    
    
    14
    %Depreciation and
amortization
    
    
    343
    
    
    
    172
    
    
    
    171
    
    
    
    99
    %Research and
development
    
    
    211
    
    
    
    178
    
    
    
    33
    
    
    
    19
    %Interest, finance
charges and other
    
    
    7
    
    
    
    88
    
    
    
    (81
    )
    
    
    -92
    %Income taxes
    
    
    306
    
    
    
    89
    
    
    
    217
    
    
    
    244
    %
   24




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.
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Equity in Income of Unconsolidated Affiliate.
 Income from Litigation Settlements
 Quarterly Fluctuations
  
    
    the size, timing and terms of sales and orders, including large customer
orders, such as
 26




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the recent significant orders at PowerSecure, as well as the effects of
customers delaying, deferring or canceling purchase orders or making smaller purchases
than expected;
 
    
    the effects of severe weather conditions, such as hurricanes, on the demand
requirements of our customers;
    
    our ability to obtain adequate supplies of key components and materials for
our products on a timely and cost-effective basis;
    
    our ability to implement our business plans and strategies and the timing of
such implementation;
    
    the pace of development of our new businesses, including PowerSecures new
businesses, and the growth of their markets;
    
    the timing, pricing and market acceptance of our new products and services;
    
    changes in our pricing policies and those of our competitors;
    
    variations in the length of our product and service implementation process;
    
    changes in the mix of products and services having differing margins;
    
    changes in the mix of international and domestic revenues;
    
    the life cycles of our products and services;
    
    budgeting cycles of utilities and other major customers;
    
    general economic and political conditions;
    
    the effects of litigation, claims and other proceedings;
    
    the effects of governmental regulations and regulatory changes in our markets;
    
    economic conditions in the energy industry, especially in the natural gas and
electricity sectors including the effect of cyclical changes in energy prices;
    
    changes in the prices charged by our suppliers;
    
    our ability to make and obtain the expected benefits from acquisitions of
technology or businesses, and the costs related to such acquisitions;
    
    changes in our operating expenses; and
    
    the development and maintenance of business relationships with strategic partners.
   27




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Liquidity and Capital Resources
 Capital Requirements.
 
    
    operations;
    
    inventory;
    
    accounts receivable;
    
    research and development efforts;
    
    property and equipment acquisitions, including investments in shared savings
projects;
    
    software development;
    
    debt service requirements;
    
    severance and incentive compensation obligations under separation agreements
with our prior President and Chief Financial Officer; and
    
    business and technology acquisitions and other growth transactions.
 Cash Flow.
    29




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Equipment Line of Credit
 Working Capital Credit Facility.
 30




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Preferred Stock Redemption
 31




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Separation and Corporate Office Relocation Obligations.
    32




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Contractual Obligations and Commercial Commitments.
 33




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Payments Due by Period (1)Remainder of
    
    
    Years
    
    
    Years
    
    
    AfterTotal
    
    
    2007
    
    
    2008-2009
    
    
    2010-2011
    
    
    2011Contractual ObligationsCredit Facility (2)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital Lease
Obligations
    
    
    14,000
    
    
    
    4,000
    
    
    
    6,000
    
    
    
    4,000
    
    
    
    Operating Leases
    
    
    4,274,000
    
    
    
    680,000
    
    
    
    1,425,000
    
    
    
    753,000
    
    
    
    1,416,000Series B Preferred
Stock
    
    
    104,000
    
    
    
    104,000
    
    
    
    
    
    
    
    
    
    
    
    Caterpillar Equipment
Line (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    4,392,000
    
    
    $
    788,000
    
    
    $
    1,431,000
    
    
    $
    757,000
    
    
    $
    1,416,000
 
 (1)
    
    Does not include interest that may become due and payable on such obligations in any
future period.(2)
    
    Total repayments are based upon borrowings outstanding as of March 31, 2007, not projected
borrowings under the Credit Facility. Off-Balance Sheet Arrangements
 Liquidity.
 34




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Recent Accounting Pronouncements
     Cautionary Note Regarding Forward-Looking Statements
  35




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
    
    our prospects, including our future revenues, expenses, net income, margins,
profitability, cash flow, liquidity, financial condition and results of operations;
    
    our products and services and our markets, including market position, market share,
market demand and benefits to customers;
    
    our ability to successfully develop, operate and grow our operations and businesses;
    
    our business plans, strategies, goals and objectives;
    
    the sufficiency of our capital resources, including our cash and cash equivalents, funds
generated from operations, available borrowings under our credit arrangements and other
capital resources, to meet our future working capital, capital expenditure, debt service
and business growth needs;
    
    industry trends and customer preferences;
    
    the nature and intensity of our competition, and our ability to successfully compete in
our markets;
    
    business acquisitions, combinations, sales, alliances, ventures and other similar
business transactions and relationships;
    
    the effects on our business, financial condition and results of operations of litigation
and other claims and proceedings that arise from time to time; and
    
    future economic, business, market and regulatory conditions.
   36




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
      
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  37




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Changes in Internal Control over Financial Reporting
  Limitations in Control systems
  38




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PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith.)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith.)32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 and Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Filed herewith.)32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 and Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Filed herewith.)
 39




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SIGNATURES
  METRETEK TECHNOLOGIES, INC.Date: May 10, 2007
    By:
    /s/ Sidney HintonSidney HintonPresident and Chief Executive OfficerDate: May 10, 2007
    By:
    /s/ Gary ZuiderveenGary ZuiderveenVice President and
Chief Financial Officer 40