Peerless Manufacturing 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
(Amounts in thousands)

On April 30, 2008, Peerless Mfg. Co. (“Peerless” or the “Company”) completed the purchase of Nitram Energy, Inc. pursuant to the terms of a stock purchase agreement for a purchase price of $68,076 including transaction costs, payable in cash.

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and Nitram Energy, Inc. The unaudited pro forma condensed combined statements of income for the year ended June 30, 2007 and the nine months ended March 31, 2008 give effect to the acquisition and assumption of the assets and liabilities of Nitram Energy, Inc, as if the acquisition had occurred at the beginning of the periods presented. The unaudited pro forma condensed combined balance sheet as of March 31, 2008 gives effect to the acquisition as if it had occurred on March 31, 2008.

This unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the Company’s results of operations or financial position actually would have been had the acquisition in fact occurred on the dates specified, nor does the information purport to project the Company’s results of operations or financial position for any future period or at any future date. All pro forma adjustments are based on preliminary estimates, available information and certain assumptions that the Company believes are reasonable and that are subject to revision upon finalization of the purchase accounting for the acquisition.

The unaudited pro forma combined financial information should be read in conjunction with the Company’s historical consolidated unaudited financial statements as of and for the nine months ended March 31, 2008 which are included in its Quarterly Report on Form 10-Q for the period ended March 31, 2008 and the Company’s historical audited consolidated financial statements as of June 30, 2007 and for the year then ended which are included in its Annual Report on Form 10-K for the year ended June 30, 2007.

Exhibit 99.2 - Page 1

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2008
(Amounts in thousands)

	Peerless		Nitram			Pro Forma
	March 31,		March 31,			Acquisition				Pro Forma
ASSETS	2008		2008			Adjustments			Notes	Combined
Current assets:
Cash and cash equivalents	$	23,777	$	4,049		$	(7,155	)	a	$	20,671
Restricted cash		2,778		—			—				2,778
Accounts receivable-principally trade — net		26,913		14,130			—				41,043
Affiliate receivables		—		85			(85	)	j		—
Inventories		6,876		7,030			4,884		d		18,790
Costs and earnings in excess of billings on uncompleted contracts		15,548		—			—				15,548
Note receivable — related party		—		—			—				—
Deferred income taxes		1,393		12			(12	)	i		1,393
Other current assets		2,742		670			(921	)	a		2,491
Total current assets		80,027		25,976			(3,289	)			102,714
Property, plant and equipment — net		3,949		3,115			1,498		e		8,562
Intangible Assets		—		—			30,049		f		30,049
Goodwill		—		—			23,466		g		23,466
Other assets		116		4,868			(2,131	)	h, l		2,853
Total assets	$	84,092	$	33,959		$	49,593			$	167,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	130		$	3,870		b	$	4,000
Accounts payable		21,297		3,733							25,030
Billings in excess of costs and earnings on uncompleted contracts		3,741		—			—				3,741
Commissions payable		2,600		—			—				2,600
Income taxes payable		1,410		—			—				1,410
Product warranties		1,006		—			—				1,006
Customer deposits		—		6,954			—				6,954
Accrued liabilities and other		8,280		2,348			—				10,628
Total current liabilities		38,334		13,165			3,870				55,369
		��
Long-term debt		—		97			55,903		c		56,000
Deferred income taxes		1,005		10			10,507		i		11,522
Other non current liabilities		947		—			—				947
Commitments and contingencies
Stockholders’ equity:
Common stock-authorized, 10,000 shares of $1 par value; issued and outstanding, 6,484 shares at March 31, 2008		6,484		10			(10	)	k		6,484
Additional paid-in capital		2,055		—			—				2,055
Accumulated other comprehensive income		405		304			(304	)	k		405
Less: Treasury stock		—		(45	)		45		k		—
Retained earnings		34,862		20,418			(20,418	)	k		34,862
Total shareholders’ equity		43,806		20,687			(20,687	)			43,806
Total liabilities and shareholders’ equity	$	84,092	$	33,959		$	49,593			$	167,644

See accompanying notes to unaudited pro forma condensed combined financial statements

Exhibit 99.2 - Page 2

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2008
(Amounts in thousands)

	Peerless			Nitram
	Nine Months			Nine Months
	Ended			Ended			Pro Forma
	March 31,			March 31,			Acquisition				Pro Forma
	2008			2008			Adjustments			Notes	Combined
Revenues	$	99,561		$	57,218			—			$	156,779
Cost of goods sold		66,339			38,587			—				104,926
Gross profit		33,222			18,631			—				51,853
Operating expenses		19,610			10,225			7,128		2, 3		36,963
		19,610			10,225			7,128				36,963
Operating income (loss)		13,612			8,406			(7,128	)			14,890
Other income (expense)
Interest income (expense)		899			33			(4,477	)	1, 4		(3,545	)
Foreign exchange gain		507			—			—				507
Other income (expense) — net		3			1,135			—				1,138
		1,409			1,168			(4,477	)			(1,900	)
Earnings (loss) before income taxes		15,021			9,574			(11,605	)			12,990
Income tax benefit (expense)		(5,257	)		(293	)		4,062		5		(1,488	)
Net earnings (loss)	$	9,764		$	9,281		$	(7,543	)		$	11,502

Exhibit 99.2 - Page 3

See accompanying notes to unaudited pro forma condensed combined financial statements

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2007
(Amounts in thousands)

	Peerless			Nitram
	Year			Year
	Ended			Ended
	June 30,			June 30,			Pro Forma				Pro Forma
	2007			2007			Adjustments			Notes	Combined
Revenues	$	75,141		$	50,435			—			$	125,576
Cost of goods sold		51,343			34,258			—				85,601
Gross profit		23,798			16,177			—				39,975
Operating expenses		19,048			11,013			7,509		2, 3		37,570
Gain on sale of property		(3,501	)		—			—				(3,501	)
		15,547			11,013			7,509				34,069
Operating income (loss)		8,251			5,164			(7,509	)			5,906
Other income (expense)
Interest income (expense)		433			(239	)		(5,969	)	1, 4		(5,775	)
Foreign exchange gain		171			—			—				171
Other income (expense) — net		(15	)		206			—				191
		589			(33	)		(5,969	)			(5,413	)
Earnings (loss) before income taxes		8,840			5,131			(13,478	)			493
Income tax benefit (expense)		(2,928	)		(805	)		4,717		5		984
Net earnings (loss)	$	5,912		$	4,326		$	(8,761	)		$	1,477

See accompanying notes to unaudited pro forma condensed combined financial statements

Exhibit 99.2 - Page 4

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Amounts in thousands)

On April 30, 2008 Peerless Mfg. Co. (“Peerless” or the “Company”) completed the purchase of Nitram Energy, Inc. pursuant to the terms of a stock purchase agreement for a purchase price of $68,076 including transaction costs, payable in cash.

The total purchase price for Nitram is shown below:

Cash paid	$	8,076
Senior Term Loan		40,000
Mezzanine Debt		20,000
Total purchase price	$	68,076

The following adjustments have been reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet:

a)	To record $8,076 cash paid ($921 paid prior to 3/31/08 and $7,155 paid after 3/31/08) to partially fund the purchase price of Nitram
b)	To record $4,000 as current portion of debt incurred to finance the Nitram acquisition and to eliminate Nitram’s current portion of long-term debt of $130
c)	To record $56,000 as non current portion of debt incurred to finance the Nitram acquisition and to eliminate Nitram’s non current portion of long-term debt of $97
d)	To adjust inventory $4,884 to estimated fair market value
e)	To adjust plant, property and equipment $1,498 to estimated fair value
f)	To adjust Nitram identified intangible assets $30,049 to estimated fair value
g)	To record goodwill related to the Nitram acquisition
h)	To record deferred financing charges of $2,500 related to Nitram acquisition
i)	To record the preliminary estimated deferred income taxes on differences in financial reporting and tax basis, primarily related to Nitram’s identifiable intangible assets
j)	To eliminate Nitram affiliate receivables of $85
k)	To eliminate Nitram stockholders’ equity
l)	To adjust cash surrender value of Nitram life insurance policy and other assets excluded from acquisition

Peerless Mfg. Co. is in the process of determining values of certain tangible and intangible assets; thus, the allocation of the purchase price to the assets acquired and liabilities assumed in connection with the acquisition is subject to change. The preliminary purchase allocation is based upon management’s best estimates of the relative fair values of the identifiable assets acquired and liabilities assumed.

The following table summarizes the allocation of the purchase price:

Net tangible assets acquired	$	14,561
Intangible assets		30,049
Goodwill		23,466
Net assets acquired	$	68,076

The following adjustments have been reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations:

1)	To record estimated amortization of deferred financing charges related to the Nitram acquisition ($500 at June 30, 2007 and $375 at March 31, 2008)
2)	To record estimated amortization of the estimated fair value of Nitram identified intangible assets ($7,313 at June 30, 2007 and $7,107 at March 31, 2008)

Exhibit 99.2 - Page 5

PEERLESS MFG. CO. AND NITRAM ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Amounts in thousands)

3)	To record estimated depreciation expense related to the estimated fair value of plant, property and equipment ($197 at June 30, 2007 and $21 at March 31, 2008)
4)	To record estimated interest expense of debt incurred to finance the Nitram acquisition ($5,469 at June 30, 2007 and $4,102 at March 31, 2008)
5)	To record estimated income tax benefits realized in connection with the Nitram acquisition, primarily related to the income tax effects of purchase accounting adjustments ($4,717 at June 30, 2007 and $4,062 at March 31, 2008)

Exhibit 99.2 - Page 6