Exhibit 99.2 SYNERGY RESOURCES CORPORATION PRO FORMA FINANCIAL INFORMATION (Unaudited) Property Acquisition On October 23, 2012, Synergy Resources Corporation, (the "Company") entered into a definitive purchase and sale agreement ("the Agreement"), with Orr Energy, LLC ("Orr"), for its interests in 36 producing oil and gas wells and approximately 3,933 gross (3,196 net) mineral acres (the "Orr Assets"). On December 5, 2012, the Company closed the transaction for a combination of cash and stock. Orr received 3.1 million shares of the Company's common stock valued at $13.5 million and cash consideration of approximately $28.5 million. Unaudited Pro Forma Condensed Combined Financial Statements The following unaudited pro forma financial statements and related footnotes give effect to the acquisition of the Orr Assets. The unaudited pro forma balance sheet presents the unaudited Balance Sheet of Synergy as of November 30, 2012, combined with the impact of the Orr acquisition that closed on December 5, 2012. The unaudited pro forma statements of operations reflect the acquisition of the Orr Assets as if it had occurred on September 1, 2011. The unaudited pro forma adjustments are based upon currently available information and certain assumptions that the Company believes to be reasonable under the circumstances. Pursuant to Regulation S-X, Article 11, of the Securities and Exchange Commission, pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. As actual adjustments may differ from pro forma adjustments, the unaudited pro forma combined financial information has been prepared for informational purposes only. It is not intended to be indicative of the Company's results of operations or financial position that might have been achieved had the acquisition been completed as of the dates presented, or the Company's future results of operations or financial position. These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended August 31, 2012, as filed on November 14, 2012. 1 SYNERGY RESOURCES CORPORATION, ORR ASSETS ACQUIRED FROM ORR ENERGY, LLC Unaudited Pro Forma Condensed Combined Balance Sheet As of November 30, 2012 (in thousands) Acquired Orr Assets Synergy Pro Synergy Resources Forma Resource ASSETS Historical Adjustments Combineds -------- ----------- -------- (Note 2) Current assets: Cash and cash equivalents $ 12,465 $ - $ 12,465 Accounts receivable 8,959 520 (a) 9,479 Other current assets 397 186 (a) 583 -------- --------- -------- Total current assets 21,821 706 22,527 Property and equipment Oil and gas properties 105,952 42,064 (a) 148,016 Other property and equipment, net 262 50 (a) 312 -------- --------- -------- Property and equipment, net 106,214 42,114 148,328 Other assets 2,707 - 2,707 -------- --------- -------- Total assets $130,742 $ 42,820 $ 173,562 ======== ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 18,511 $ - $ 18,511 Other accrued expenses 248 563 (a) 811 -------- --------- -------- Total current liabilities 18,759 563 19,322 Revolving credit facility 5,486 28,538 (b) 34,024 Deferred tax liability, net 983 - 983 Asset retirement obligations 1,171 204 (a) 1,375 -------- --------- -------- Total liabilities 26,399 29,305 55,704 Shareholders' equity: Common stock - $0.001 par value, 100,000,000 shares authorized: Issued and outstanding: 51,740,310 shares as of November 30, 2012 and 54,868,732 after pro forma adjustments 52 3 (c) 55 Additional paid-in capital 124,868 13,512 (c)138,380 Accumulated deficit (20,577) - (20,577) -------- --------- -------- Total shareholders' equity 104,343 13,515 117,858 -------- --------- -------- Total liabilities and shareholders' equity $130,742 $ 42,820 $ 173,562 ======== ========= ======== See accompanying Notes to Unaudited Pro Forma Financial Statements. 2 SYNERGY RESOURCES CORPORATION, ORR ASSETS ACQUIRED FROM ORR ENERGY, LLC Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended August 31, 2012 (in thousands, except share and per share data) Synergy Acquired Synergy Resources Orr Pro Forma Resources Historical Assets Adjustments Combined ---------- -------- ---------- ---------- (a) (Note 3) Revenues: Oil and gas revenues $ 24,969 $ 7,682 $ - $ 32,651 - Operating expenses: - Oil and gas production 3,648 1,089 - 4,737 Depletion, depreciation, and amortization 6,010 - 2,514 (b) 8,524 General and administrative 3,557 - - 3,557 ---------- -------- ---------- ---------- Total Expenses 13,215 1,089 2,514 16,818 ---------- -------- ---------- ---------- Operating income 11,754 6,593 (2,514) 15,833 ---------- -------- ---------- ---------- Other income Interest income (expense) 38 - (926) (c) (888) ---------- -------- ---------- ---------- Income before income taxes 11,792 6,593 (3,440) 14,945 Income tax benefit (provision) 332 - (1,167) (d) (835) ---------- -------- ---------- ---------- Net income $ 12,124 $ 6,593 $(4,607) $ 14,110 ========== ======== ========== ========== Earnings per common share: Basic $ 0.26 $ - $ - $ 0.28 ========== ======== ========== ========== Diluted $ 0.25 $ - $ - $ 0.27 ========== ======== ========== ========== Weighted average shares outstanding: Basic 46,587,558 - 3,128,422 (e) 49,715,980 Diluted 48,359,905 - 3,128,422 (e) 51,488,327 See accompanying Notes to Unaudited Pro Forma Financial Statements. 3 SYNERGY RESOURCES CORPORATION, ORR ASSETS ACQUIRED FROM ORR ENERGY, LLC Unaudited Pro Forma Condensed Combined Statement of Operations For the three months ended November 30, 2012 (in thousands, except share and per share data) Synergy Acquired Synergy Resources Orr Pro Forma Resources Historical Assets Adjustments Combined ----------- -------- ---------- ----------- (a) (Note 4) Revenues: Oil and gas revenues $ 8,314 $ 1,464 $ - $ 9,778 - Operating expenses: - Oil and gas production 1,337 263 - 1,600 Depletion, depreciation, and amortization 2,320 - 477 (b) 2,797 General and administrative 1,111 - - 1,111 ----------- -------- ---------- ----------- Total Expenses 4,768 263 477 5,508 ----------- -------- ---------- ----------- Operating income 3,546 1,201 (477) 4,270 ----------- -------- ---------- ----------- Other income Interest income (expense) 7 - (232) (c) (225) ----------- -------- ---------- ----------- Income before income taxes 3,553 1,201 (709) 4,045 Income tax provision (1,315) - (182) (d) (1,497) ----------- -------- ---------- ----------- Net income $ 2,238 $ 1,201 (891) $ 2,548 =========== ======== ========== =========== Earnings per common share: Basic $ 0.04 $ - $ - $ 0.05 =========== ======== ========== =========== Diluted $ 0.04 $ - $ - $ 0.04 =========== ======== ========== =========== Weighted average shares outstanding: Basic 51,661,704 - 3,128,422 (e)54,790,126 Diluted 53,616,182 - 3,128,422 (e)56,744,604 See accompanying Notes to Unaudited Pro Forma Financial Statements. 4 SYNERGY RESOURCES CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS Note 1 -- Financial Statement Presentation and Preliminary Purchase Price Allocation The unaudited pro forma balance sheet presents the Orr Assets acquisition that closed on December 5, 2012, as if the acquisition had occurred on November 30, 2012. The unaudited pro forma statements of operations for the year ended August 31, 2012 and for the three months ended November 30, 2012 were derived from the unaudited statements of revenues and direct operating expenses of the Orr Assets for the twelve month period ended June 30, 2012, and the three month period ended September 30, 2012, together with pro forma adjustments to give effect to the acquisition as if it occurred on September 1, 2011. These unaudited pro forma combined financial statements are provided for illustrative purposes and do not purport to represent what the Company's results of operations or financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition. The following purchase price allocation for the Orr Assets is preliminary and includes significant use of estimates. Management has not yet had the opportunity to complete its assessment of the fair values of the assets acquired and liabilities assumed. Accordingly, the allocation will change as additional information becomes available and is assessed by Management, and the impact of such changes may be material. The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed (in thousands, except share data): 5 December 5, Preliminary Purchase Price 2012 ---------------- Consideration Given Cash $ 28,538 Synergy Resources Corp. Common Stock * 13,515 ---------------- Total consideration given $ 42,053 ================ Preliminary Allocation of Purchase Price Proved oil and gas properties $ 40,317 Unproved oil and gas properties 1,747 Other property and equipment, net 50 ---------------- Total fair value of oil and gas properties acquired 42,114 Working capital $ 143 Asset retirement obligation (204) ---------------- Fair value of net assets acquired $ 42,053 ================ Working capital acquired was estimated as follows: Accounts receivable 520 Crude oil inventory 186 Accrued liabilities and expenses (563) ---------------- Total working capital $ 143 ================ * The fair value of the consideration attributed to the Common Stock under ASC 805 was based on the Company's closing stock price on the measurement date of December 5, 2012. (3,128,422 shares at $4.32 per share) Note 2 -- Adjustments to Pro Forma Condensed Combined Balance Sheet (a) Reflects the pro forma allocation of the preliminary purchase price for the acquired properties to the acquired net assets and assumed liabilities based on the initial fair values, pending completion of the valuation analysis. (b) Reflects additional borrowings to fund the cash component of consideration given. (c) Reflects the issuance of common stock to Orr as partial consideration for the acquired properties. Note 3 -- Adjustments to Pro Forma Condensed Combined Statement of Operations for the Year Ended August 31, 2012 (a) Operating revenues and direct operating expenses of the Orr Assets for the period July 1, 2011 to June 30, 2012. (b) Reflects additional depletion, depreciation, and amortization expense attributable to the Orr Assets based on the preliminary purchase price allocation. (c) Reflects adjustment of interest expense based on borrowings of $28.5 million at an interest rate of 3.25% per annum for twelve months. 6 (d) Reflects adjustment to the income tax provision for the estimated impact of the acquired properties' revenue and direct operating expenses. Income taxes were adjusted using a combined federal and state tax rate of 37%. (e) Reflects the issuance of common stock to Orr as partial consideration for the acquired properties. Note 4 -- Adjustments to Pro Forma Condensed Combined Statement of Operations for the Three Months Ended November 30, 2012 (a) Operating revenues and direct operating expenses of the Orr Assets for the period July 1, 2012 to September 30, 2012. (b) Reflects additional depletion, depreciation, and amortization expense attributable to the Orr Assets based on the preliminary purchase price allocation. (c) Reflects adjustment of interest expense based on borrowings of $28.5 million at an interest rate of 3.25% per annum for three months. (d) Reflects adjustment to the income tax provision for the estimated impact of the acquired properties' revenue and direct operating expenses. Income taxes were adjusted using a combined federal and state tax rate of 37%. (e) Reflects the issuance of common stock to Orr as partial consideration for the acquired properties.