ZEP (ZEP) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Zep Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except share and per-share data and as indicated)

The following Unaudited Pro Forma Condensed Combined Balance Sheet as of November 30, 2009 and the following Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended August 31, 2009 and for the three months ended November 30, 2009 are based on the historical financial statements of Zep Inc. (“Zep” or the “Company”) and Amrep, Inc. (“Amrep”) after giving effect to the acquisition of Amrep by Zep (as discussed in Note 1) as if it had occurred at the beginning of the periods presented, and after applying the assumptions and adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. This acquisition became effective on January 4, 2010 (the “Closing Date”).

The Unaudited Pro Forma Condensed Combined Financial Statements were prepared using the purchase method of accounting with Zep treated as the acquiring entity. Accordingly, the aggregate value of the consideration paid by Zep to complete the acquisition will be allocated to the assets acquired and liabilities assumed from Amrep based upon their estimated fair values on the Closing Date. As of the date of this Form 8-K/A, Zep has not completed the detailed valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed from Amrep and the related allocations of purchase price, nor has Zep identified all adjustments necessary to conform Amrep’s accounting policies to Zep’s accounting policies. Additionally, a final determination of the fair value of assets acquired and liabilities assumed from Amrep will be based on the actual net tangible and intangible assets and liabilities of Amrep that existed as of the Closing Date. Accordingly, the pro forma purchase price adjustments presented herein are preliminary, and may not reflect any final purchase price adjustments made. These pro forma purchase price adjustments have been made solely for the purpose of providing the Unaudited Pro Forma Condensed Combined Financial Statements required pursuant to Item 9.01 of Form 8-K. Zep estimated the fair value of Amrep’s assets and liabilities based on discussions with Amrep’s management, due diligence and preliminary work performed by third-party valuation specialists. As the final valuations are being performed, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein.

These Unaudited Pro Forma Condensed Combined Financial Statements have been developed from, and should be read in conjunction with, (1) the unaudited interim consolidated financial statements of Zep contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2009, (2) the audited consolidated financial statements of Zep contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2009, and (3) the audited consolidated financial statements of Amrep for the fiscal year ended December 31, 2009 contained in Exhibit 99.1 to this Current Report on Form 8-K/A. Prior to the acquisition, Amrep was a privately held company whose fiscal year ended at the close of each calendar year, and the historical financial statements of Amrep included within the Unaudited Pro Forma Condensed Combined Financial Statements have been subjected to neither audit nor review procedures conducted by an independent registered public accounting firm. The Unaudited Pro Forma Condensed Combined Financial Statements are provided for informational purposes only and do not purport to represent Zep’s actual consolidated results of operations or consolidated financial position had the acquisition occurred on the dates assumed, nor are these financial statements necessarily indicative of Zep’s future consolidated results of operations or consolidated financial position.

Zep expects to incur costs and realize benefits associated with integrating the operations of Zep and Amrep. The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.

Zep Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

November 30, 2009

	Historical								Pro Forma
	Zep Inc.		Amrep, Inc.			Pro Forma Adjustments			Condensed Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	16,111	$	5		$	—		$	16,116
Accounts receivable, net		79,338		10,348			—			89,686
Inventories		43,240		15,969			850	(a)		60,059
Deferred income taxes		7,853		—			6,353	(b)		14,206
Prepayments and other current assets		7,348		625			—			7,973
Total Current Assets		153,890		26,947			7,203			188,040
Property, Plant, and Equipment, net		54,053		11,920			4,447	(c)		70,420
Other Assets:
Intangible assets		65		151			31,149	(d)		31,365
Goodwill		32,121		—			22,016	(e)		54,137
Deferred income taxes		6,007		—			—			6,007
Other long-term assets		1,373		—			—			1,373
Total Other Assets		39,566		151			53,165			92,882
Total Assets	$	247,509	$	39,018		$	64,815		$	351,342
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	37,566	$	10,330		$	—		$	47,896
Current maturities of long-term debt		10,500		10,485			(10,485	)  (f)		25,500
							15,000	(g)
Accrued environmental remediation		980		2,500			—			3,480
Accrued management fees due to owners		—		1,833			(1,833	)  (f)		—
Accrued compensation		17,412		994			—			18,406
Other accrued liabilities, current		22,165		2,291			(887	)  (f)		23,569
Total Current Liabilities		88,623		28,433			1,795			118,851
Long-term Debt		23,650		10,358			(10,358	)  (f)		73,098
							49,448	(g)
Deferred Income Taxes		389		—			14,281	(b)		14,670
Self-Insurance Reserves, less current portion		7,656		—			—			7,656
Other Long-term Liabilities
Accrued environmental remediation, long-term		2,699		9,876			—			12,575
Other accrued liabilities, long-term		7,614		—			—			7,614
Stockholders’ Equity		116,878		(9,649	)		9,649	(h)		116,878
Total Liabilities and Stockholders’ Equity	$	247,509	$	39,018		$	64,815		$	351,342

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined

Financial Statements.

Zep Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the year ended August 31, 2009

(in thousands except for per share data)

	Historical								Pro Forma
	Zep Inc.		Amrep, Inc.			Pro Forma Adjustments			Condensed Combined
Net Sales	$	501,032	$	105,265		$	—		$	606,297
Cost of Products Sold		236,513		80,259			—			316,772
Gross Profit		264,519		25,006			—			289,525
Selling, Distribution, and Administrative Expenses		243,008		17,923			468	(c)		263,151
							1,752	(d)
Restructuring Charges		3,422		—			—			3,422
Environmental Charge		—		10,210			—			10,210
Operating Profit (Loss)		18,089		(3,127	)		(2,220	)		12,742
Other Expense (Income):
Interest expense (income), net		1,653		2,507			(2,507	)  (f)		2,437
							784	(g)
Miscellaneous expense, net		1,252		309			—			1,561
Total Other Expense (Income)		2,905		2,816			(1,723	)		3,998
Income (Loss) before Provision for Income Taxes		15,184		(5,943	)		(497	)		8,744
Provision for Income Taxes		5,924		437			(182	) (j)		6,179
Net Income (Loss)	$	9,260	($	6,380	)	($	315	)	$	2,565
Earnings Per Share:
Basic Earnings per Share	$	0.43							$	0.11
Basic Weighted Average Number of Shares Outstanding		21,057								21,057
Diluted Earnings per Share	$	0.43							$	0.11
Diluted Weighted Average Number of Shares Outstanding		21,290								21,290
Dividends Declared per Share	$	0.16							$	0.16

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined

Financial Statements.

Zep Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the three months ended November 30, 2009

(in thousands except for per share data)

	Historical								Pro Forma
	Zep Inc.			Amrep, Inc.		Pro Forma Adjustments			Condensed Combined
Net Sales	$	126,751		$	26,721	$	—		$	153,472
Cost of Products Sold		56,859			19,857		—			76,716
Gross Profit		69,892			6,864		—			76,756
Selling, Distribution, and Administrative Expenses		60,285			4,840		117	(c)		65,680
							438	(d)
Restructuring Charges		399			—		—			399
Acquisition Costs		366			70		(436	)  (i)		—
Operating Profit		8,842			1,954		(119	)		10,677
Other Expense (Income):
Interest expense (income), net		269			555		(555	)  (f)		465
							196	(g)
Miscellaneous (income) expense, net		(134	)		100		—			(34	)
Total Other Expense (Income)		135			655		(359	)		431
Income before Provision for Income Taxes		8,707			1,299		240			10,246
Provision for Income Taxes		3,287			156		91	(j)		3,534
Net Income	$	5,420		$	1,143	$	149		$	6,712
Earnings Per Share:
Basic Earnings per Share	$	0.25							$	0.31
Basic Weighted Average Number of Shares Outstanding		21,175								21,175
Diluted Earnings per Share	$	0.25							$	0.31
Diluted Weighted Average Number of Shares Outstanding		21,400								21,400
Dividends Declared per Share	$	0.04							$	0.04

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined

Financial Statements.

Zep Inc.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except share and per-share data and as indicated)

Note 1: Basis of Pro Forma Presentation

On the Closing Date, Zep acquired Amrep in accordance with the Agreement and Plan of Merger, dated as of January 4, 2010. As a result of the transaction, Amrep became a wholly-owned subsidiary of Zep.

Amrep was acquired for a cash purchase price (the “Closing Purchase Price”) of approximately $64.4 million. Borrowings of $49.4 million and $15.0 million were drawn from Zep’s Revolving Credit Facility and Receivables Facility, respectively, in order to finance the Closing Purchase Price, which is subject to adjustment depending upon the final closing working capital of Amrep.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements were prepared in accordance with Financial Accounting Standards Board Statement No. 141(R),Business Combinations(codified in ASC Topic 805, Business Combinations). Under the purchase method of accounting, the total purchase price will be allocated to Amrep’s net tangible and intangible assets based on their estimated fair values as of the Closing Date of the acquisition. The excess of the purchase price over the net tangible and intangible assets will be recorded as goodwill. Zep has made a preliminary allocation of the estimated purchase price using estimates described in the introduction to these Unaudited Pro Forma Condensed Combined Financial Statements as follows:

Cash and cash equivalents	$	21
Inventory		16,632
Other current assets		10,049
Property, plant and equipment		16,528
Net deferred tax liabilities		(7,928	)
Accrued environmental remediation costs		(12,200	)
Other liabilities assumed		(12,776	)
Total net tangible assets:	$	10,326
Amortizable intangible assets
Customer relationships		23,800
Patents and formulations		5,200
Trademarks		2,300
Goodwill		22,822
Total preliminary estimated purchase price allocation	$	64,448

Of the total purchase price, a preliminary estimate of approximately $31.3 million has been allocated to amortizable intangible assets acquired and a preliminary estimate of approximately $10.3 million has been allocated to tangible net assets assumed in connection with the acquisition. The depreciation effect of the fair value adjustment to certain tangible assets and the amortization related to the amortizable intangible assets are reflected as pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations as described in

Zep Inc.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands, except share and per-share data and as indicated)

Note 2 to these Unaudited Pro Forma Condensed Combined Financial Statements.

The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to the acquisition as if it had occurred on November 30, 2009 and includes estimated pro forma adjustments for the preliminary valuations of net assets acquired and liabilities assumed. These adjustments may be subject to further revision should additional information become available and pending the outcome of additional analyses currently underway. The Unaudited Pro Forma Condensed Combined Statements of Operations gives effect to the acquisition as if it had occurred at the beginning of the periods presented. The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the costs of any integration activities or benefits that may result from operating efficiencies or revenue synergies expected to result from the deal.

Note 2: Pro Forma Adjustments

The Unaudited Pro Forma Condensed Combined Statements of Operations do not include any material non-recurring charges that will result from the acquisition. The Unaudited Pro Forma Condensed Combined Financial Statements reflect the following:

(a) An adjustment of $0.9 million to record the difference between the estimated fair value and the historical amount of Amrep’s inventories. The impact of this adjustment is not reflected in the Unaudited Pro Forma Condensed Combined Statements of Operations because this adjustment will not have a continuing impact; however, the inventory adjustment will result in an increase in cost of goods sold in periods subsequent to the acquisition when and as the related inventories are sold.

(b) A $6.4 million adjustment to Deferred income tax assets made necessary by the acquisition of Amrep. A $14.3 million adjustment to Deferred income tax liabilities made necessary by the fair value-related adjustments to Inventories; Property, plant, and equipment, net; and identifiable intangible assets that were recorded pursuant to purchase accounting rules.

(c) A $4.4 million adjustment to record the difference between the estimated fair value and the historical amount of Amrep’s Property, plant and equipment, net. As a result of this adjustment, incremental depreciation expense for the year ended August 31, 2009 and the three months ended November 30, 2009 is estimated to approximate $0.5 million and $0.1 million, respectively. The estimated fair values and useful lives of Amrep’s property, plant and equipment are as follows:

			Estimated
	Estimated Fair Value		Useful Life (Years)
Land	$	1,750	—
Building		4,500	20
Leasehold improvements		108	9
Machinery and equipment		7,874	6
Software		409	5
Construction in Process		1,726	—
	$	16,367

Zep Inc.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands, except share and per-share data and as indicated)

(d) An adjustment of $31.1 million to record the estimated fair value of identifiable intangible assets acquired in the purchase. As a result of this adjustment, incremental amortization expense on a straight-line basis for the year ended August 31, 2009 and the three months ended November 30, 2009 is estimated to approximate $1.8 million and $0.4 million, respectively. The total estimated fair values and useful lives of Amrep’s identifiable intangible assets are as follows:

			Estimated
	Estimated Fair Value		Useful Life (Years)
Customer relationships	$	23,800	18
Patents and formulations		5,200	17
Trade names		2,300	Indefinite
	$	31,300

(e) A $22.0 million adjustment to record Goodwill as part of purchase accounting.

(f) Adjustments reflecting the pay off of debt, which was a condition precedent to the closing of the acquisition. Related management fees, accrued interest and deferred debt issuance costs also required pro forma adjustment as a result of the assumed repayment and termination of underlying historical debt obligations. All of Amrep’s historical debt, interest, and amounts due to owners were paid in full upon the Closing Date.

(g) Adjustments to Current maturities of long-term debt and Long-term debt reflect borrowings undertaken by Zep Inc. in order to finance the $64.4 million cash purchase price of the acquisition. Purchase consideration was entirely funded using proceeds from borrowings made on Zep Inc.’s debt instruments as discussed in Note 1. Zep utilized its Receivables Facility to finance the $15.0 million in borrowings presented within Current maturities of long-term debt on the balance sheet. The interest rate on the Receivables Facility is 2.485% and is based on a LIBOR Index Rate plus an applicable margin of 2.25%. Zep utilized its Revolving Credit Facility to finance the remainder of the cash purchase price. The interest rate on the Revolving Credit Facility is 0.831% and is based on a LIBOR Index Rate plus an applicable margin of 0.50%. A 1/8% increase to each of the aforementioned interest rates used to calculate pro forma interest expense during the twelve months ended August 31, 2009 and three months ended November 30, 2009 would have resulted in a nominal increase of interest expense in each of those respective periods.

(h) A $9.6 million adjustment to eliminate Amrep’s entire common stock and accumulated deficit pursuant to purchase accounting.

(i) A $0.4 million adjustment to eliminate advisory, legal, and other costs directly attributable to the acquisition, but that are not expected to have a continuing impact on the combined results.

(j) Adjustments reflect the tax effect of the aggregated pro forma adjustments using the appropriate statutory tax rates.