Exhibit 99.2
Table of Contents
| Page Number |
Unaudited Pro Forma Combined Financials Statements | |
Balance Sheet as of June 30, 2006 | 2 |
Statement of Operations for the year ended December 31, 2005 | 3 |
Statement of Operations foe six months ended June 30, 2006 | 4 |
Notes to Unaudited Pro Forma Financial Statements | 5 |
BLAST ENERGY SERVICES, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of June 30, 2006
| | Blast Energy Services, Inc. | | Eagle Domestic Drilling Operations LLC | | Pro Forma Adjustments | | | | Blast Energy Services, Inc. Pro Forma | |
Assets | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | |
Cash | | $ | 223,228 | | $ | 4,887 | | | 4,792,313 | | (a) | | | $ | 5,020,428 | |
Accounts Receivable, net of allowance for doubtful accounts | | | 135,879 | | | 3,525,770 | | | (3,525,770 | ) | (b) | | | | 135,879 | |
Other Assets | | | 205,116 | | | - | | | 5,400,000 | | (c) | | | | 5,605,116 | |
Current Assets | | | 564,223 | | | 3,530,657 | | | 6,666,543 | | | | | | 10,761,423 | |
| | | | | | | | | | | | | | | | |
Intellectual Property, net of accumulated amortization | | | 1,100,357 | | | - | | | - | | | | | | 1,100,357 | |
Deferred Financing Costs | | | | | | | | | 1,435,827 | | (d) | | | | 1,435,827 | |
Equipment, accumulated depreciation | | | 1,076,951 | | | 6,988,976 | | | 52,630,665 | | (e) | | | | 60,696,592 | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 2,741,531 | | $ | 10,519,633 | | $ | 60,733,035 | | | | | $ | 73,994,199 | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholder’s Equity | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 601,255 | | | - | | | - | | | | | $ | 601,255 | |
Accrued expenses | | | 416,026 | | | - | | | - | | | | | | 416,026 | |
Deferred revenue | | | 74,593 | | | 1,822,200 | | | - | | | | | | 1,896,793 | |
Notes payable-related parties | | | - | | | 7,041,926 | | | (7,041,926 | ) | (b) | | | | - | |
Notes payable-other | | | 542,500 | | | - | | | - | | | | | | 542,500 | |
Total Current Liabilities | | | 1,634,374 | | | 8,864,126 | | | (7,041,926 | ) | | | | | 3,456,574 | |
| | | | | | | | | | | | | | | | |
Long Term Liabilities | | | | | | | | | | | | | | | | |
Senior Debt | | | | | | | | | 27,623,633 | | (f) | | | | 27,623,633 | |
Advances-related parties | | | 1,000,000 | | | - | | | - | | | | | | 1,000,000 | |
Notes payable-other | | | - | | | - | | | 5,400,000 | | (c) | | | | 5,400,000 | |
Deferred revenue, less current portion | | | 6,780 | | | - | | | - | | | | | | 6,780 | |
Total Liabilities | | | 2,641,154 | | | 8,864,126 | | | 25,981,707 | | | | | | 37,486,987 | |
| | | | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | |
Common stock | | | 44,790 | | | | | | 17,400 | | (g) | | | | 62,190 | |
| | | | | | 5,000 | | | (5,000 | ) | (h) | | | | - | |
Additional paid in capital | | | 31,962,163 | | | | | | 36,389,435 | | (g) | | | | 68,351,598 | |
Accumulated deficit | | | (31,906,576 | ) | | 1,650,507 | | | (1,650,507 | ) | (h) | | | | (31,906,576 | ) |
| | | | | | | | | | | | | | | | |
Total Stockholders’ Equity | | | 100,377 | | | 1,655,507 | | | 34,751,328 | | | | | | 36,507,212 | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 2,741,531 | | $ | 10,519,633 | | $ | 60,733,035 | | | | | $ | 73,994,199 | |
BLAST ENERGY SERVICES, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2005
| | Blast Energy Services, Inc. | | Eagle Domestic Drilling Operations LLC | | Pro Forma Adjustments | | | | Blast Energy Services, Inc. Pro Forma | |
| | | | | | | | | | | |
Revenue | | $ | 1,159,458 | | | - | | | - | | | | | $ | 1,159,458 | |
| | | | | | | | | | | | | | | | |
Cost of Services Provided | | | 1,317,714 | | | - | | | - | | | | | | 1,317,714 | |
| | | | | | | | | | | | | | | | |
Gross Margin (Deficit) | | | (158,256 | ) | | - | | | - | | | | | | (158,256 | ) |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 2,847,212 | | | - | | | 2,440,600 | | (i) | | | | 5,287,812 | |
Depreciation, amortization & other | | | 119,306 | | | - | | | - | | | | | | 119,306 | |
Bad debts | | | 10,000 | | | | | | - | | | | | | 10,000 | |
| | | | | | | | | | | | | | | | |
Operating Loss | | | (3,134,774 | ) | | - | | | (2,440,600 | ) | | | | | (5,575,374 | ) |
| | | | | | | | | | | | | | | | |
Other (Income) Expense: | | | | | | | | | | | | | | | | |
Other (income) | | | (560,912 | ) | | - | | | - | | | | | | (560,912 | ) |
Interest expense | | | 195,121 | | | - | | | 4,364,393 | | (j) | | | | 9,363,579 | |
| | | | | | | | | 4,804,065 | | (k) | | | | | |
(Gain) loss on sale of equipment | | | 93,247 | | | - | | | - | | | | | | 93,247 | |
Interest income | | | (4 | ) | | - | | | - | | | | | | (4 | ) |
| | | | | | | | | | | | | | | | |
Total other (income)/expense | | | (272,548 | ) | | - | | | 9,168,458 | | | | | | 8,895,910 | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | (2,862,226 | ) | | - | | | (11,609,058 | ) | | | | $ | (14,471,284 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted net loss per share | | $ | (0.08 | ) | | - | | | | | | | | $ | (0.26 | ) |
Weighted average shares outstanding | | | 37,480,228 | | | - | | | 17,400,000 | | | | | | 54,880,228 | |
BLAST ENERGY SERVICES, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2006
| | Blast Energy Services, Inc. | | Eagle Domestic Drilling Operations LLC | | Pro Forma Adjustments | | | | Blast Energy Services, Inc. Pro Forma | |
| | | | | | | | | | | |
Revenue | | $ | 571,194 | | | 2,600,604 | | | - | | | | | $ | 3,171,798 | |
| | | | | | | | | | | | | | | | |
Cost of Services Provided | | | 936,116 | | | - | | | - | | | | | | 936,116 | |
| | | | | | | | | | | | | | | | |
Gross Margin (Deficit) | | | (364,922 | ) | | 2,600,604 | | | - | | | | | | 2,235,682 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 1,306,386 | | | 809,675 | | | 1,220,300 | | (i) | | | | 3,336,361 | |
Depreciation, amortization & other | | | 52,622 | | | 140,422 | | | 241,242 | | (l) | | | | 434,286 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating Gain (Loss) | | | (1,723,930 | ) | | 1,650,507 | | | (1,461,542 | ) | | | | | (1,534,965 | ) |
| | | | | | | | | | | | | | | | |
Other (Income) Expense: | | | | | | | | | | | | | | | | |
Other (income) | | | (81,661 | ) | | - | | | - | | | | | | (81,661 | ) |
Interest expense | | | 73,448 | | | - | | | 2,182,250 | | (j) | | | | 4,657,730 | |
| | | | | | | | | 2,402,032 | | (k) | | | | | |
Loss on extinguishment of debt | | | 262,000 | | | - | | | - | | | | | | 262,000 | |
| | | | | | | | | | | | | | | | |
Total other (income)/expense | | | 253,787 | | | - | | | 4,584,282 | | | | | | 4,838,069 | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | (1,977,717 | ) | | 1,650,507 | | | (6,045,824 | ) | | | | $ | (6,373,034 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted net loss per share | | $ | (0.05 | ) | | - | | | | | | | | $ | (0.11 | ) |
Weighted average shares outstanding | | | 43,199,118 | | | - | | | 17,400,000 | | | | | | 60,599,118 | |
BLAST ENERGY SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1 - Basis of Presentation
The accompanying unaudited pro forma combined financial statements present the pro forma results of operations of Blast Energy Services, Inc and Eagle Domestic Drilling Operations LLC on a combined basis based on the historical financial information of each company after giving the effect to the acquisition of Eagle by Blast on August 25, 2006 for $50 million in cash and 1.5 million shares of Blast common stock. The acquisition of Eagle was financed through senior debt of $40,600,000 and a private placement of 15 million shares of Blast common stock at a price of $1.00 per share. The lender of the senior debt received warrants to purchase 6,090,000 shares of common stock at an exercise price of $1.44 per share and an additional 6,090,000 shares of common stock at an exercise price of $0.01. These warrants have a seven-year term. The broker received warrants to purchase 304,500 shares of common stock at an exercise price of $0.01 with a two-year term. In connection with the private placement, Blast issued warrants to purchase 5,000,000 shares of common stock at an exercise price of $0.01 with a two-year term. Blast issued 900,000 shares to Second Bridge LLC for consulting services to complete construction of a sixth drilling rig. The acquisition was recorded using purchase method of accounting in accordance with SFAS No. 141, Business Combinations.
The unaudited pro forma combined statement of operations has been prepared assuming the acquisition occurred as of the balance sheet date and at the beginning of the periods for the statements of operations.
2 - Pro Forma Adjustments
The following are brief descriptions of each of the pro forma adjustments included in the unaudited pro forma combined financial statements.
Balance Sheet
(a) | Record net cash proceeds from financing. |
(b) | Intercompany receivables and related party payable not acquired/assumed in acquisition. |
(c) | Record consulting agreement with Second Bridge LLC. |
(d) | Capitalize legal fees, commission and warrant expense incurred during the acquisition and debt financing transaction. |
(e) | Record property and equipment at fair value based on appraisal. |
(f) | Record senior debt less lender fees and warrant expense. |
(g) | Record 17,400,000 shares and 17,484,500 warrants issued for the purchase. The shares were valued at the market price. The warrants were valued using the Black-Scholes pricing model. The variables used in the Black-Scholes pricing model include: (1) 4.77% risk-free interest rate, (2) expected life is the remaining life of the warrants, (3) expected volatility of 151% and (4) zero expected dividends. |
(h) | Eliminate Eagle’s equity. |
Income Statements
(i) | Record additional administrative expenses including the Second Bridge consulting services and the addition of Richard D. Thornton as VP Drilling Operations. |
(j) | Record interest expense on the senior debt |
(k) | Record the amortization of legal, commission, lenders fees and warrants issued in the transaction. |
(l) | Record incremental increase in depreciation on equipment placed into service in 2006. |