I received via email a long ESA SEC document which apparently is the Proxy document
secinfo.com
from page 21:
<The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements included elsewhere in this proxy statement.
The unaudited pro forma condensed consolidated balance sheet information combines the historical unaudited balance sheets of Energy Services and the audited balance sheets of ST Pipeline and C.J. Hughes as of December 31, 2007, giving effect to the transactions described in each of the Merger Agreements as if they had occurred on December 31, 2007.
The unaudited pro forma condensed consolidated statements of income combine (i) the historical statement of income of Energy Services for the year ended September 30, 2007 and the statements of income for each of ST Pipeline and C.J. Hughes for the year ended December 31, 2007 and (ii) the historical statements of income of Energy Services, ST Pipeline and C.J. Hughes for the three months ended December 31, 2007, giving effect to the transactions as described in the Merger Agreements as if they had occurred at the beginning of the respective periods.
The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma income statements, have a recurring impact.
The purchase price allocation has not been finalized and is subject to change based upon recording of actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangible and intangible assets of the acquired ST Pipeline and C.J. Hughes businesses.
The unaudited pro forma condensed consolidated balance sheet information at December 31, 2007 and unaudited pro forma condensed consolidated statement of income information for the three months ended December 31, 2007 and the year ended September 30, 2007 have been prepared, using two different levels of approval of the transaction by the Energy Services stockholders, as follows:
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Assuming No Redemption: This presentation assumes that none of the Energy Services stockholders exercise their redemption rights; and
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Assuming Maximum Redemption: This presentation assumes that 19.9% of the Energy Services stockholders exercise their redemption rights.
Energy Services is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.>
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